JUDGMENT 1. - This Special Appeal is directed against the order of the Company Judge of this Court dated 15th November, 1960, whereby he declared that the sale of the properties of the Bharatpur Oil Mills (Private) Ltd., Bharatpur (in liquidation). at the instance of Rajasthan Financial Corporation, Jaipur, is null and void. 2. Bharatpur Oil Mills (Private) Ltd , Bharatpur, (hereinafter called 'the Company') by a deed of mortgage dated 30th October, 1956, executed by it in favour of" Rajasthan Financial Corporation,. Jaipur, (hereinafter called 'the Corporation') borrowed a sum of Rs. 1,50,000 and hypothecated its lands, buildings, plants, equipment, etc., to secure the loan. It was agreed that the loan world be repaid in instalments. The Company failed to repay the loan to the Corporation as provided in the mortgage deed. The Corporation, constituted as it is under the State Financial Corporation Act (63 of 1953) (hereinafter called the 'Corporation Act') on account of the default on the part of the Company, moved the District Judge, Bharatpur: on 27th March, 1959, under section 31 of the Corporation Act to enforce its claim_ against the Company by We of its properties mortgaged with the Corporation. The District Judge ordered the sale of the Company's assets in two lots consisting of (i) machinery plant, etc., and (ii) lands and buildings. The first lot was auctioned on 17th December, 1959, for the sum of Rs. 70,500 to Ratanlal Bansidhar of Calcutta ; it was confirmed on 23rd December, 1959, and the possession thereof delivered to the auction purchaser on 4th January, 1960. The second lot of land and buildings was auctioned to the same auction purchaser for Rs. 1,06,000 objections against which sale are pending before the District Judge. 3. On 25th November, 1958, four creditors of the Company (respondents 2 to 5) moved an application before the learned Company Judge for the winding up of the Company under section 423 of the Companies Act, 1956. No notice of these proceedings was served on the Corporation before its action under section 31 of the Corporation Act, by its application dated 27th March, 1959, and it seems the winding up, proceedings lingered on for want of due diligence on the part of the applicants. 4. No notice of these proceedings was served on the Corporation before its action under section 31 of the Corporation Act, by its application dated 27th March, 1959, and it seems the winding up, proceedings lingered on for want of due diligence on the part of the applicants. 4. Another creditor of the Company, Babulal Balmukand, (respondent No. 10) moved the Company Judge under section 442 (b) of the Companies Act, seeking the stay of the proceedings before the District Judge pursuant to the provisions of the Corporation Act and obtained an ad interim stay. That order was, however, discharged by the Company Judge on 20th October, 1960, on the ground that the winding up proceedings were not being pursued in earnestness by the creditors. 5. The Corporation made an application to the Company Judge under section 446 of the Companies Act praying that leave be granted to it to continue its proceedings against the Company and the same be transferred from the Court of the District Judge, Bharatpur, to its own file. This application was made on 4th October, 1960, on which date the Company was also ordered to be wound up. The Official Liqui dated opposed the Corporation's application under section 446, Companies Act.. The learned Company Judge upholding the objections of the Official Liquidator has. held that having regard to the language of section 537 of the Companies Act, the winding up of the company should be deemed to commence on the date of application, namely, on 25th November, 1960, and any attachment or sale held after this date without leave of the Court of any of the properties of the Company shall be void and that the Corporation Act does not override the provisions of the Companies Act. Therefore, orders of sale and attachment by the District Judge, Bharatpur, at the instance of the Corporation pursuant to the provisions of the Corporation Act subsequent to 25th November, 1958, were null and void. The auction purchaser is directed by this order to restore the properties if taken by him forthwith and the purchase money lying with the District Judge shall be transferred to the Official Liquidator. The proceedings pending in the Court of the District Judge were to be transferred to the Company Judge and the Official Liquidator has been directed to. take steps to sell the property to the best advantage. The proceedings pending in the Court of the District Judge were to be transferred to the Company Judge and the Official Liquidator has been directed to. take steps to sell the property to the best advantage. It is against this order that the Corporation has come up in appeal before us. 6. Learned counsel for the appellant urges that the clause "after the commencement of winding up" in section 537 be interpreted to mean a point of time after the winding up order and not after the making of an application for winding up. The reasons urged by the learned counsel for reading "commencement of winding up" as 'winding up order' are that in a situation such as the one before us where the Corporation had no notice of winding up proceedings taken in regard to the company and the Corporation with a view to protect its interest due to a default of its debtor had taken action, it should not suffer on that account. The use of the words 'is being wound up' in the first part of sub-section (1), the learned counsel contended, lends support to his suggestion. He relied on Lahore Enamelling & Stamping Co., Ltd. v. A. K. Bhalla and others, A.I.R. 1958 Punjab 341 and Eastern Automobile Syndicate Ltd. v. Babu Rajendra Kumar Singh, A.I.R. 1959 MP 95 . 7. Let us examine the language of section 537, Companies Act. It reads : "Section 357 (1) where any company is being wound up by or subject to the supervision of the Court - (a) any attachment, distress or execution put in force, without leave of the Court, against the estate or effects of the Company, after the commencement of the winding up or (b) any sale held, without leave of the Court of any of the properties or effects of the Company after such commencement, shall be void. (2) Nothing in this section applies to any proceedings for the recovery of any tax or impost or any dues payable to the Government." 8. This section corresponds to section 232 of the India Companies Act, 1913, and section 228 and 313 of the English Act, 1948. The words which call for interpretation are "after the commencement of the winding up." When does winding up commence ? This section corresponds to section 232 of the India Companies Act, 1913, and section 228 and 313 of the English Act, 1948. The words which call for interpretation are "after the commencement of the winding up." When does winding up commence ? Section 441 of the Companies Act lays down in a case of a company which has passed a resolution for voluntary winding up, the winding up of the Company shall be deemed to have commenced at the time of the passing of the resolution and "in any other case, the winding up of a company by the Court shall be deemed to commence at the time of the presentation of the petition for winding up." (Cf. Section 441 (2).) 9. The case before us is clearly covered by the residuary clause of 'in any other case as contemplated by section 441 (2) of the Companies Act. Learned counsel has urged two grounds for excluding the applicability of section 441 for interpreting section 537 of the Companies Act. The first is that the expression' when any company is being wound" employed in section 537 (1) is suggestive of a process a course which can only arise after the winding pup order has been made. The learned Company Judge has observed in this context that nothing could have been easier for the Legislature than saying that "after a winding up order" if it was intended that section 537 was to operate only after that event. In our opinion the argument of the learned counsel cannot be accepted. The words "is being wound up" may be suggestive of a process but the starting point of that process has been clearly laid down by section 441 of the Companies Act. Chapter VII of the Companies Act is devoted to the subject of winding up. It is divided into several chapters and in each chapter sections have been grouped under various sub-heads. Section 441 stands by itself under the sub-head "commencement of winding up." In our opinion the intention appears to be that for the purposes of this chapter the commencement of a winding up has been given a fixed meaning and the doctrine of 'relating back' appears to have been imported. This doctrine is not unfamiliar to the law of insolvency either. This doctrine is not unfamiliar to the law of insolvency either. Section 28 of the Provincial Insolvency Act makes the date of presentation of an insolvency petition as the starting point of insolvency proceedings. 10. Let us now examine the cases cited by the learned counsel. 11. Eastern Automobile's case, A.I.R. 1959 MP 95 , (2) of the Madhya Pradesh High Court cited by the learned counsel for the appellant is clearly distinguishable. In this case the company had presented an-appeal and a winding up order was passed since the presentation of the appeal. The respondent raised an objection that the appeal could not continue without the leave of the winding up Court. Discussing the object of section 232 of the Indian Companies Act, 1913, which now corresponds to section 537 of the Companies Act the learned Judge observed that the object was to protect the assets of the Company in liquidation for fair and equitable distribution amongst the creditors and to eliminate a scramble amongst them. Leave is necessary for proceedings against the company and not for proceedings by it. It is in passing that the learned Judge has observed 'that material time with reference to which the question of leave is to be considered is the date of the winding up order.' The point at issue was not the interpretation of the date of commencements of the winding up but whether leave was necessary in proceedings against the company only and not in regard to actions by the Company. 12. In the Punjab case, A.I.R. 1958 Punjab 341 one of the questions which the learned Judge was called upon to decide was whether the period of limitation for the claims of the creditors before a Liquidator stood suspended from the date of the presentation of the winding up petition or from the date of the winding up order. Considering the provisions of section 171 of the Indian Companies Act, 1913, which corresponds to section 446 of the Companies Act, 1956, it is held that the words. Considering the provisions of section 171 of the Indian Companies Act, 1913, which corresponds to section 446 of the Companies Act, 1956, it is held that the words. "When a winding up order ha' been made or the Official Liquidator has been appointed no suit or other legal proceedings shall be commenced or, if pending at the date of the winding up order, shall be pro-ceded with, except by leave of the Court and subject to such terms as the Court may impose" refer to the date of winding up order and not to the date of the commencement of the winding up petition. In our opinion this interpretation of section 446 based on the plain language of the section does not help to the question before us. In our opinion the very language of section 171, now section 446, has clearly indicated the date on which suit and other legal proceedings shall stand stayed There is no room for any ambiguity or for importing the doctrine of relation-back. The distinction between the stay of proceedings under sections 442 and 446 is clear. Section 442 enables a Court in its discretion to stay proceedings pending in any Court in between the date of presentation of the petition for winding up and the date of winding up order. The purpose of stay_under section 446 is altogether different. It is a peremptory stay of all proceedings after a winding up order has been made. Section 537 of the Companies Act aims to achieve a different object. While section 442 confers a discretion on the Court dealing with winding up of a company to stay proceedings at the instance of a creditor, section 537 declares that any attachment, distress or execution or sale in between the commencement of a winding up petition and winding up order shall be void. One of the objects which section 537 aims to attain is to nullify the process of alienation of the assets of a company which is in the process of being wound up. The intention is to preserve the assets of a company for fair and equitable distribution to all the creditors and to generally negative all possibilities of a preference between creditors inter se from the date of the commencement of winding up proceedings. The intention is to preserve the assets of a company for fair and equitable distribution to all the creditors and to generally negative all possibilities of a preference between creditors inter se from the date of the commencement of winding up proceedings. It is for this reason that section 537 read with section 441 fixes the date of commencement of winding up as the date of the presentation of the petition for winding up and not the date of winding up order and the language of section 537 has to be understood by reference to sectiori'441 of the Companies Act. 13. The next contention of the learned counsel for the appellant is that assuming that section 537 of the Companies Act takes the winding up to the date of the presentation of the petition it must yield to the provisions of the Corporation Act in view of the overriding effect of section 46-B of the said Act. This section was included in Corporation Act by Amending Act 56 of 1956 and it came into effect on 1st October, 1956. It reads : "Section 46-B-The provisions of this Act and of any rules or orders made there under shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in the memorandum or articles of association of an industrial concern or in any other instrument having effect by virtue of any law other than this Act, but save as aforesaid, the provisions of this Act shall be in addition to and not in derogation of, any other law for the time being applicable to an industrial concern." 14. The learned Company Judge has held that unless there is inconsistency between the provisions of the Corporation Act and the Companies Act this section has apparently no application. Relying on the provisions of section 32 (10) of the Corporation Act he has found that no inconsistency exists and he had rejected this argument as untenable. 15. A broad survey of the Corporation Act may be useful to examine the question of its provisions being consistent or otherwise in the context of the controversy before us. The Corporation Act was brought on the statute book by the Parliament to provide for the establishment of State Financial Corporations. States desired to establish such organizations to finance ' Medium' and small scale industries. The Corporation Act was brought on the statute book by the Parliament to provide for the establishment of State Financial Corporations. States desired to establish such organizations to finance ' Medium' and small scale industries. The State Government have been authorised to establish such a body corporate with a perpetual succession and a common seal (Section 3). The share capital is to range between 50 lakh and 5 crores to be subscribed in accordance with section 4 and certain restrictions for the transfer of the shares is provided for. (Section 5) The shares are guaranteed by State Government. A Board of Directors is to include the nominees of the State. Their term of office, retirement, disqualification, removal, resignation, filling of the vacancies has been provided in the Act. (Sections 11 to 14). The powers and duties of the various functionaries are also specified. Section 29 lays down that in case of an industrial concern which under a liability makes default in repayment of loan the Corporation has a right to take over the management of the industrial estate or realise its dues by sale or lease of such concern. Section 31 provides for the special provisions for the enforcement of claims by the Financial Corporation by means of an application before District Judge. Section 32 lays down the procedure for dealing with an application. Section 32 (10) reads : "Section 32 (10)-Where proceedings for liquidation in respect of an industrial concern have Commenced before an application is made under sub-section (1) of section 31, nothing in this section shall be construed as giving to the Financial Corporation any preference over the other creditors of the [industrial concern not conferred on it by any other law." 16. There are provisions in section 32-A to 32-F to regulate the management and control of industrial undertakings when taken over by Financial Corporation. Chapter IV of the Act relates to the internal working of the Corporation. Chapter V deals with miscellaneous provisions including the Corporation's liability to pay income-tax and super-tax, its own liquidation and the like. Thus Financial Corporations are given a constitution, their field of activity and they have been relieved of the necessity of protracted litigation for recovery of their dues. 17. Chapter V deals with miscellaneous provisions including the Corporation's liability to pay income-tax and super-tax, its own liquidation and the like. Thus Financial Corporations are given a constitution, their field of activity and they have been relieved of the necessity of protracted litigation for recovery of their dues. 17. In our opinion section 32 (10) has the effect of laying down that the Financial Corporation will have no preference, excepting that conferred by any other law, in a case where an industrial concerns liquidation proceedings have commenced before the making of an application under section 31 of the Corporation Act. What are "proceedings for a liquidation"? There can be little doubt that for Companies incorporated under the Companies Act "winding up proceedings" are liquidation proceedings. In the case before us such proceedings, we have already held, commenced on 25th November, 1958, when a winding up application was made and the application under sections 31 and 32 of the Corporation Act was made on 27th March, 1959. The only question is whether under the laws other than the Corporation Act the Corporation has any preference as a secured creditor. If it has, it will receive the preference but under section 31 (10) of the Corporation Act it has no preference. Therefore, the proceedings under section 1 and 32 of the Corporation Act clearly lay down that a Corporation has no preference on account of these sections if the liquidation proceedings of an industrial undertaking which is indebted to it have already commenced. Possible conflict between the special procedure provided for the enforcement of a Corporation's claim and those of ordinary creditors apart, we are unable to see what inconsistency exists in this case to occasion the applicability of section 46-B of the Corporation Act. In our opinion the learned Company Judge was right when he held that in the absence of any inconsistency the overriding effect of section 46-B does not operate. 18. Lastly it was urged on behalf of the appellant that the learned Company Judge should be deemed to have accorded leave to the Corporation as envisaged by section 537 of the Companies Act when he vacated the rule on 20th July, 1960, and permitted the Corporation to continue its proceedings pending under Corporation Act before District Judge, Bharatpur. 18. Lastly it was urged on behalf of the appellant that the learned Company Judge should be deemed to have accorded leave to the Corporation as envisaged by section 537 of the Companies Act when he vacated the rule on 20th July, 1960, and permitted the Corporation to continue its proceedings pending under Corporation Act before District Judge, Bharatpur. We have already noticed that one creditor of the Company (respondent No. 10) requested the company Judge under section 442 of the Companies Act to stay the proceedings launched by the Corporation under the Corporation Act. The learned Company Judge issued an interim stay and eventually discharged the same largely on the ground that the creditors were not pursuing their application for winding up of the Company diligently. Whether vacation of this rule can amount to 'leave under section 537 of the Companies Act? 19. Section 442 of the Companies Act lays down that in between the interval of presentation of a winding up petition and before a winding up order has been made at any time the company or any creditor or a contributory may ask the Court concerned before which such application for winding up has been made to order the stay of proceedings pending against a company. In terms it does not contemplate any leave being granted for the continuance of the proceedings against a company in regard to which a winding up petition has been presented. It is, therefore, difficult to hold that a discharge of an ad interim stay granted under section 442 of the Companies Act can be interpreted to mean 'the leave' envisaged by section 537 of the Companies Act. As a matter of fact, in the present case this aspect of the matter did receive the attention of the learned Company Judge when he discharged the order of interim stay at the instance of the Corporation. It was urged before him that the vacation of the stay order granted by him would create complications in view of the provisions of section 537 of the Company Act. The learned Company Judge observed: "the auction purchaser is fully aware of the fact that the sale in his favour might be held to be void after a winding up order is passed. If such a contingency arises he will be bound to return the properties which are now being sold to him. The learned Company Judge observed: "the auction purchaser is fully aware of the fact that the sale in his favour might be held to be void after a winding up order is passed. If such a contingency arises he will be bound to return the properties which are now being sold to him. All that he will be entitled to is a refund of price paid by him. This, however, is not likely to entail any complication in the present case." 20. We are, therefore, unable to accept the contention of the learned counsel for the appellant that the discharge order passed by the learned Company Judge on 20th July, 1960, could be interpreted as leave granted to the Corporation under section 537 of the Companies Act. 21. The sale in this case has taken place without the leave of the Company Judge. It was held after the petition for winding up was filed. In view of these facts section 537, which lays down that any sale held, without leave of the Court, of any of the properties or effects of the Company after the commencement of the winding up, shall be void, becomes operative and the learned Company Judge has rightly held that the sale is void. 22. The appeal, therefore has no force and is' dismissed. In the circumstances of the case, we mate no order as to costs.Appeal dismissed. *******