Post-winding-up sale without leave is void; pre-winding-up attachment may continue and assets go to the liquidator.

A post-winding-up sale of a company's assets without leave of the court is void under section 537 of the Companies Act, because the provision operates in mandatory terms and treats absence of leave as fatal to the sale's validity. The rule on continuation of proceedings under section 446 does not govern such a sale. An attachment made before the winding-up order may continue, since it is not displaced merely by the winding-up. Where the sale is void, the sale proceeds are to be paid to the official liquidator, and any movables not covered by the sale must also be handed over to him.

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Issues: Whether a sale of the company's assets held after the winding-up order without leave of the court was void under section 537 of the Companies Act, and whether the attachment made before the winding-up order could continue.

Analysis: The sale took place after the company had been ordered to be wound up and without obtaining leave of the court. Section 537 uses imperative language and declares such a sale void. The principle applicable to continuation of proceedings under section 446 did not govern a sale falling within section 537. Since the attachment had been made before the winding-up order, there was no objection to its continuance. As the sale had to be set aside, the proceeds were directed to be paid to the official liquidator, and movables not forming the subject-matter of the sale were also required to be handed over to him.

Conclusion: The sale without leave was void, the challenge to the order failed, and the revision was dismissed. The attachment was allowed to continue, while the sale proceeds and the other movables were directed to be restored to the official liquidator.

Final Conclusion: A post-winding-up sale of company assets without leave cannot stand, and the resulting proceeds and related movables are liable to be brought under the control of the official liquidator.

Ratio Decidendi: Where a sale of a company's assets is effected after the winding-up order without the leave of the court, section 537 renders the sale void, and the absence of leave is fatal to the validity of the sale.

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