N.M. KASLIWAL, J.—This special appeal is directed against the order of learned Single Judge, dated August 5,1981 on an appplication moved under Section 446 of the Companies Act, 1956, (here-in after referred to as the Companies Act.) . 2. Brief facts of the case are that by an order dated March 3, 1970 M/s Madhu Industries Private Ltd, came under liquidation. The official liquidator attached to the court was appointed as liquidator of the company. Proceedings for acquisition of the land of the company were taken under the Rajasthan Land Acquisition Act, 1953 Land the and Acquisition Officer, Jaipur passed an award on January 30,1979. 3. The official liquidator of the company filed and application under Section 446 of the Companies Act, and contended that no notice of the acquisition proceedings was given by the Land Acquisition Officer to the official liquidator. It was further submitted that no permission had been obtained from the companies court before passing the award and as such the entire acquisition proceedings were liable to be quashed as the same were illegal and void ab-initio. 4. The appellant Rajasthan State Electricity Board submitted in its reply that the State Government issued a notification under sec. 4 and Section 17(4) of the Rajasthan Land Acquisition Act on May 29,1978. By another notification dated June 15,1978, the description of the area sought to be acquired was corrected. Thereafter, a notice was published in the News-paper "Rajasthan Patrika" dated November 8,1978 to all interested persons to file their claims if any to the L.A.O. by November 25,1978. The L.A.O. then passed an award for a sum of Rs. 4,99,275.17 on January 30,1979. It has been submitted by the Board that this amount was deposited and the Board came into possessions of the land and put their material and stores on the land in dispute. It was also contended by the Board before the learned Company Judge that a notice published in the Rajasthan Gazette and newspaper, Rajasthan Patrika were public notices meant for all concerned including the official liquidator. In case the official liquidator wanted to contest or challenge the acquisition proceedings then he ought to have raised such objection before the Land Acquisition Officer. It was also submitted by the Board that the proceedings taken under the Land Acquisition Act are not covered under the provisions of Section 446 of the Companies Act. In case the official liquidator wanted to contest or challenge the acquisition proceedings then he ought to have raised such objection before the Land Acquisition Officer. It was also submitted by the Board that the proceedings taken under the Land Acquisition Act are not covered under the provisions of Section 446 of the Companies Act. In the alternative it was also argued that even if the obtaining of permission from the Company Court is considered necessary, the same can be granted now and such irregularity can be cured. 5. Reply was also filed on behalf of the State of Rajasthan in which it was contended that it was not in their knowledge that M/s Madhu Industries (p) Ltd. was under liquidation. It was further contended that the non-petitioners were not aware that the property in dispute was belonging to the petitioner, and hence, no notice was given to the official liquidator and M/s Madhu Industries (P) Ltd. It was also contended that the Tehsildar, Jaipur was ordered to take possession of the land bearing Khasra Nos. 54 to 60,207 and 208 of village Sodala (Jaipur) from Khatedar Seth Gopal Lal, Durgalal, Seduram Daulat Chand. The land in dispute was not entered in the name of M/s Madhu Industries Pvt. Ltd. and as such the non-petitioners were justified in taking recourse of the acquisition proceedings. It was further contended that no award has been given in respect of assets of M/s Madhu Industries (P) Ltd. as such the question of taking prior permission of the Company Court under sec. 446 of the Companies Act did not arise at all. It was also submitted that the Tehsildar, Jaipur has taken possession of the land in dispute and the possession memo was prepared which bears the signatures of Durgalal, Seduram, Daulat ram and Nathu Singh, Chottulal who signed on behalf of Gopal. The Rajasthan State Electricity Board officials and the local patwari also signed the possession memo. 6. The official liquidator filed a re-joinder and contended that the non-petitioners were fully aware that the property in dispute belonged to M/s Madhu Industries (p) Ltd., (in liquidation), and that the assets, of the company were under the charge of the official liquidator. The Rajasthan State Electricity Board officials and the local patwari also signed the possession memo. 6. The official liquidator filed a re-joinder and contended that the non-petitioners were fully aware that the property in dispute belonged to M/s Madhu Industries (p) Ltd., (in liquidation), and that the assets, of the company were under the charge of the official liquidator. It was further contended that the non-petitioners failed, to notice that the land in dispute was not agricultural land and it belonged to M/s Madhu Industries (P) Ltd. and was an industrial land. It was also submitted that the non-petitioners have not seen their own record before filing the reply. The winding up proceedings of the company were taken after wide publications and the State of Raj. as well as the other non-petitioners should be presumed to have knowledge of the Gazette dated March 3,1970 in which winding up proceedings were published. It was also submitted in the rejoinder that the Rajasthan State Electricity Board had full knowledge even earlier to the land - acquisition proceedings, as assets of M/s Madhu Industries (p) Ltd. were auctioned and Rajasthan State Electricity Board had taken part in the proceedings for auction sale and was the highest bidder. The sale was subsequently cancelled by the company court on a petition moved by the company. It was thus contended that sec 446 of the Companies Act was mandatory in character and admitted of no exception. Learned Company Judge held that the facts on record clearly established that the Rajasthan State Electricity Board had full knowledge of winding up order and also know that the land in question belonged to the company (in liquidation). It was further observed by the learned Company Judge that the sale which was conducted by the official liquidator at the request of the Rajasthan Financial Corporation was set-aside at the request of the Ex-Management of the company. In this sale proceeding the highest bid of the Rajasthan State Electricity Board was accepted. The Rajasthan State Electricity Board had deposited Rs.4,76,000/- and when the sale was set-aside the Rajasthan Electricity Board withdrew the said amount and 5% of the purchase money. At the time when Rajasthan State Electricity Board sought to acquire the land, it was the duty of the Electricity Board to have brought these facts to the notice to the State Government. At the time when Rajasthan State Electricity Board sought to acquire the land, it was the duty of the Electricity Board to have brought these facts to the notice to the State Government. Learned Company Judge further observed that the most surprising fact was that the Land Acquisition Officer in his award dated January 30, 1979 described the land belonging to M/s Madhu Industries (P) Ltd. In the reply the non-petitioners took the stand which was contrary to facts on record. To say the least such facts should not have been suppressed by the non-petitioners. The only inference in such circumstance was that the non-petitioners had scant regard for truth and they were bent upon acquiring this land as the same might urgently needed by the Rajasthan State Electricity Board. Learned Company Judge further observed that it was a matter of serious concern that the land in control and custody of the High Court, should have been so dealt with by the non-petitioners. As long time has passed it did not appear reasonable to initiate proceeding of contempt of court against the non-petitioners. However by their conduct, the non-petitioners had disentitled them for any indulgence being given to them under section 446 of the Companies Act in granting the ex post facto Sanction. Learned Company Judge also held that the land acquisition proceedings being under State Law cannot, in any circumstances, over ride the provisions of a Central Act. i.e. the Indian Companies Act, 1956. The acquisition proceedings are quasi-judicial and determine the claims of the various interested persons including the compensation claims. These proceedings cannot by any stretch of imagination be excluded from proceeding under section 446 of the Companies Act. Learned Company Judge in these circumstances passed the following operative order:- "Under these circumstances, the award passed by the Land Acquisition Officer, dated 30th January, 1979 being absolutely void, without jurisdiction and in serious contempt of the orders of this court is hereby quashed. The State Electricity Board is hereby directed to vacate the land in dispute and remove whatever stock or material they have placed on the land in dispute. The State Electricity Board is hereby directed to vacate the land in dispute and remove whatever stock or material they have placed on the land in dispute. If the State Electricity Board does not remove entire material and the stores from the land in dispute, the official liquidator shall bring this fact to the notice of the court upon which necessary steps would be taken and such directions or proceedings shall be initiated against the non-petitioners which are available and permissible under the law. As the non-petitioners contested this petition unnecessarily and without any justification the petitioner would be entitled to costs from the non-petitioners." 7. Mr. Singhvi, learned counsel for the Rajasthan State Electricity Board, contended that under section 446 of the Companies Act the prohibition was only against filing of and/or continuation of suit or legal proceedings without the leave of the court. The land acquisition proceeding could neither held as suit nor can it be termed as legal proceedings. The company court as such had no jurisdiction to entertain an application under section 446 of the Companies Act in regard to proceedings taken under the Land Acquisition Act. It was also argued that the acquisition proceedings were perfectly valid and award had also been given and if official liquidator wanted to challenge the award, he could do so only by moving an application for reference under section 18 of the Land Acquisition Act. It was also submitted that if the official liquidator wanted to challenge the entire acquisition proceeding being illegal and void ab-initio, then he could do so by filing a writ petition before this court and not by moving a petition under Sec. 446 of the Companies Act. It was further argued that the Learned Company Judge was only entitled to protect the interest of the company and its assets from frivolous suits or legal proceedings and only in such eases leave of the court was necessary. However, no application could be maintained under Section 446 of the Companies Act, in respect of acquisition proceedings taken under the Land Acquisition Act which is self contained law with regard to acquisition proceedings and remedies if any can only be resorted to under the said Act. 8. On the other hand Mr. However, no application could be maintained under Section 446 of the Companies Act, in respect of acquisition proceedings taken under the Land Acquisition Act which is self contained law with regard to acquisition proceedings and remedies if any can only be resorted to under the said Act. 8. On the other hand Mr. Keshote learned counsel for the official liquidator submitted that proceedings under Land Acquisition Act were also "legal proceeding" as contemplated under Section 446 of the Companies Act. It was submitted that the import and scope of the term "legal proceeding under section 446 of the Companies Act cannot be given a restricted meaning. It includes every kind of legal proceedings and the legislative has provided this salutary provision in order to safeguard the assets of the company under liquidation. It was argued by Mr. Keshote that the only restriction provided under Section 446 of the Companies Act was that the leave of the Company Court was necessary and mandatory before initiating acquisition proceeding of any property of the company under liquidation. As an alternative argument it was submitted that even if such leave may not be necessary at the stage of issuing notification under Section 4 and 6 of the Land Acquisition Act, the leave of the court was necessary when the compensation was to be determined and the final award was given by the Land Acquisition Officer. 9. We have given our thoughtful consideration to the arguments advanced by learned counsel for both the parties and have thoroughly perused the record. The only important and legal question which calls for determination in the present case is whether the proceedings taken under the Rajasthan Land Acquisition Act fall within the perview of other "legal proceeding" mentioned in Section 446 of the Companies Act and whether leave of the court is necessary before taking such proceeding under the Land Acquisition Act, Sub-section (1) of Section 446 of the Companies Act relevant for our purpose reads as under : "1. When a winding up order has been made or the official liquidator has been appointed as provisional liquidator, no suit or other legal proceeding shall be commenced or, if pending at the date of winding up order, shall be proceeded with, against the company, except by leave of the court on subject to such terms as the court may impose." 10. The object of the above provision is to facilitate the protection and realisation of its assets with a view to ensure equitable distribution thereof among those entitled and to prevent the administration from being embarrassed by a general scramble among creditors and others. The Section is intended to safe guard the assets of a company in winding up against wasteful or expensive litigation in regard to matters capable of being determined expeditiously and cheeply by the winding up court itself." 11. This provision however, cannot cover proceedings taken under the Land Acquisition Act which do not impinge upon or restrict the function of jurisdiction of the Company Court in protecting and realizing the assets of the Company Court with a view to ensure acquit able distribution of the assets among the creditors. The Land Acquisition Act is an independent code in itself and none of the question coming under the purview of the Land Acquisition Act can be decided by the Company Court under the provisions of the Companies Act. The question of public purpose for which the particular land is needed is decided by the State Government under the provisions of the. Acquisition Act. Howmuch land is needed and for what public purpose clearly lies within the domein of the subjective satisfaction of the State Government. The objections to the notice issued under Section 4 of the Rajasthan Land Acquisition Act are to be decided by the Land Acquisition Collector. Individual notices are sarved under Section 9 and the award is passed under Sec. 11 of the Land Acquisition Act. A person aggrieved in respect of the amount of compensation passed in an award can move for a reference under Section 18 to the District Judge. An appeal against the decision of the District Judge lies to the High court under Section 54 of the Land Acquisition Act. 12. The above scheme of the Land Acquisition Act clearly shows that all the questions relating to Land Acquisition are to be determined in accordance with the provisions of the Land Acquisition Act and by the authorities or court mentioned therein. It can never be the object or intention of the legislature enacting Section 446 of the Companies Act, to include in it any proceeding taken under the Land Acquisition Act and to require leave of the Company Court. It can never be the object or intention of the legislature enacting Section 446 of the Companies Act, to include in it any proceeding taken under the Land Acquisition Act and to require leave of the Company Court. If the view taken by learned Company Judge is accepted, the result would be that the company Judge in one sense will be a Judge in its own cause if such power of determination on and leave, is allowed the Company Court may even hold that there was no public interest involved for acquiring the land of the company in liquidation or may refuse leave to continue such proceeding even at the stage of determining compensation. 13. Mr. Reshote, learned counsel for the official liquidator himself felt the weakness in the logical result of his argument and as such feebly tried to argue that leave maybe held necessary at the stage of determining compensation and passing the final award, we find no logical basis for such distinction. Once it is held that leave is necessary to be taken from the Company Court then as a corollary such leave can also be refused by the company court. In such a case stalemate would arise as the company court itself cannot determine the amount of compensation and if no leave is given then the Land Acquisition Officer would also be debarred from determining. Such compensation, such eventuality can never be intended from the object and scope of Section 446 of the Companies Act. Viewed from another angle the company in liquidation will get the amount of compensation of its land acquired under the Land Acquisition Act and the Company Court will have full control over the distribution of such amount of compensation to the creditors of the company in liquidation. In case the official liquidator considers that the amount of compensation determined by the Land Acquisition Officer was less, then he had a remedy of moving a reference application under Section 18 to the District Judge and thereafter if further aggrieved by the decision of the District Judge then to file an appeal before the High Court. In case the official liquidator considers that the amount of compensation determined by the Land Acquisition Officer was less, then he had a remedy of moving a reference application under Section 18 to the District Judge and thereafter if further aggrieved by the decision of the District Judge then to file an appeal before the High Court. The official liquidator may also initiate proceedings by filing a writ or otherwise if he considers that the land acquisition proceedings were illegal and void ab-initio on account of violating the principles of natural justice or violating the mandatory provisions of the Land Acquisition Act itself or on any other ground. Thus, we are clearly of the view that the proceedings taken under the Rajasthan Land Acquisition Act and the award given by the L.A.O. under the said Act cannot come within the purview of other legal proceeding mentioned in Section 446 of the Companies Act. 14. We also find support in our view from the following cases. In S.V. Kondaskar, Official Liquidator and Liquidator of the Colbbe and Mills Co. Ltd. vs. V.M. Deshpande, Income-tax Officer, Companies Circle I (B) Bombay (1), it was held as under : "The argument that the proceedings for assessment or re-assessment of a company which is being wound up can only be started or continued with the leave of liquidation Court is also, on the scheme both of the Act and of the Income-tax Act, un-acceptable. We have not been shown any principle on which the liquidation court should be vested with the power to stop assessment proceedings for determining the amount of tax payable by the company which is being wound up. The liquidation court would have full power-to scrutinise the claim of the revenue after income-tax has been determined and its payments demanded from the liquidator. It would be open to the liquidation court then to decide how far under the law the amount of Income Tax determined by the department should be accepted as a law full liability on the faces was of the company in liquidation. At that stage the winding up court can fully safeguard the interests of the company and its creditors under the Act. Incidentally it, may be pointe out that at the bar no English decision was brought to our notice under which the assessment proceedings were held to be controlled by the winding-up court. At that stage the winding up court can fully safeguard the interests of the company and its creditors under the Act. Incidentally it, may be pointe out that at the bar no English decision was brought to our notice under which the assessment proceedings were held to be controlled by the winding-up court. On the view that we have taken,-the decision in the case of Seth Spinning Mills Ltd. (In liquidation) (1962) 46 ITR 193 (Punj) (Supra) and the Mysore Spun Silk Mills Ltd. (In Liquidation (1963) 68 ITR 295 (Mys) (Supra) do not seem to lay down the correct rule of law that the Income tax Officers must obtain leave of the winding up court for commencing or continuing assessment or re-assessment proceedings." 15. In Joshi Trading Co. (p) Ltd. vs. Ess Ismail Sait (2) the Kerala High Court held as under: "The object of S. 446 of the Companies Act, 1956 is to see that the assets of the company are brought under the control of the winding up court to avoid whatever possible expensive litigation and to see that all matters in dispute which are capable of being expeditiously disposed of by the winding up court are taken up by that court. This does not, however, mean that all disputes wherein a company is involved should be proceeded with only by the company court or that if they are pending with other statutory bodies, leave of the company court should be obtained. Matters where collection or distribution of assets are not involved, those which are out side the purview of the winding up court and other courts of law and those which are within the , exclusive jurisdiction of other statutory bodies may not come under the purview of S. 446. The Kerala Buildings (Lease and Rent Control) Act confers exclusive jurisdiction on the rent control court under s. 5 to determine the fair rent of buildings coming under the purview of the Act and under s. 11 to order eviction of tenants on grounds mentioned therein. Though an appeal lies to the subordinate judge the appellate authority functions as persona designata. Thus, the statute confers power on a hierarchy of officers to discharge functions, which are statutory and exclusive. The winding up court is not expected to discharge then. Though an appeal lies to the subordinate judge the appellate authority functions as persona designata. Thus, the statute confers power on a hierarchy of officers to discharge functions, which are statutory and exclusive. The winding up court is not expected to discharge then. A proceeding for eviction not being a proceeding which can be appropriately dealt with by the winding up court, does not come under the category of other legal proceeding in s. 446(1) and, therefore leave of the. winding up court is not necessary for proceeding with a petition filed against a company in liquidation. Though it is mentioned in s. 446 (1) that leave of the winding up court should be obtained for the commencement and continuance of proceedings, it is stated in s. 537 that certain proceedings taken without such leave should be null and void. This means that in other cases absence of leave may not have the effect of making the proceeding nonest. Applying the principle expressiounius set exclusion alterius it follows that absence of leave in cases not covered by s. 537 would only make the proceedings voidable and the person, to safeguard whose interest the provision is incorporated, should get the proceedings declared as not affecting his interest. If a suit is continued without leave obtained under s. 446 of the Act the decree passed in such a case is not void but voidable at the instance of the liquidator. Absence of leave only makes the decree of other passed in the proceedings voidable at the instance of the liquidator and not void." 16. Mr. Keshote, placed strong reliance on a Full Bench decision of the Delhi High Court in Life Insurance Corporation of India vs. Asia Udyog (P) Ltd. (3). In the above Full Bench case the Delhi High Court while considering the provisions of Public Premises (Eviction of Unauthorised Occupants Act, 1971,, held that the only way to reconcile the provisions of the sec. 446 of the Companies Act and the provisions of Public Premises Act, would be to read down the power of the authorities under the Act of 1.971 to deal with the matter of public premises when they are occupied by companies in winding up except by leave of court. 446 of the Companies Act and the provisions of Public Premises Act, would be to read down the power of the authorities under the Act of 1.971 to deal with the matter of public premises when they are occupied by companies in winding up except by leave of court. It was thus held that the leave of the winding up court is necessary before initiating proceedings under Sections 4 and 7 of the Public Premises (Eviction of Unauthorised Occupants), Act against a company which is being wound up. 17. In our view the provisions of Public Premises (Eviction of Unauthorised Occupants) Act, 1971 are totally different from the provisions of the Rajasthan Land Acquisition Act. Delhi High Court itself in the above case observed that the object of s. 446 is to save the company, which is being wound up, from unnecessary litigation and to protect its assets for a qcuitable distribution among its creditors and its share holders. An application for leave is therefore made necessary by the order for winding up land in dealing with such application the court has necessarily to consider the interest of the company and to see that assets are not acted in frivolous and unnecessary litigation. It has been further observed in the above case. This being the object of s. 446 it is apparent that all those matters where the claim is of such a nature which can be investigated by the winding up court would be within the purview of s. 446." It was further observed that: "Dehoss the provisions of the 1971 Act and the Rent Control Act these proceedings will have to be initiated by a suit. Now, it cannot be disputed that if the land lord was to proceed for recovery of possession of premises or for recovery of damages against the company he would be proceeding against the company within the meaning of s. 446 (2) (a) and it would also amount to a claim against the company within s. 446(2)(b) of the Companies Act. Such a proceeding would normally, therefore, be a matter which would be appropriate for the winding up court to deal with and ipsofacto such proceedings could not be commenced or continued except by leave of the court as required by s. 446 (1) of the Act." 18. Such a proceeding would normally, therefore, be a matter which would be appropriate for the winding up court to deal with and ipsofacto such proceedings could not be commenced or continued except by leave of the court as required by s. 446 (1) of the Act." 18. Delhi High Court also distinguished the cases of the Supreme Court given under the Income-tax Act on the following reasons : "When the Supreme Court says in Colabs case (1972) 42 Comp. Cas. 168; the legal proceedings under sub-s. (1) and the legal proceedings in sub-sec. (2) of Sec. 446 convey the same sense and proceedings in both the subsections must be such as can appropriately be dealt with by the winding up court, the question to be asked in each case is whether the proceedings are such which could be dealt with appropriately by the winding up court. Now here is the matter dealing with the recovery of premises or for recovery of arrears of damages. It thus the answer is that the proceedings are of such a nature which can normally and appropriately be dealt with by the winding up court then leave has to be obtained, of course, if the proceedings are of a nature which are not normally to be dealt with by the civil courts then leave may not be necessary like the proceedings; for initiating assessment under the I.T. Act as in Colabs case. To give an analogy borrowing from the Colabs case can we understand that, if proceedings are taking place under the Excise Act or the Customs Act or the Foreign Exchange Regulation Act, before the authorities constituted under those statutes then they would be proceedings which could not appropriately be dealt with by the winding up court, because rights and, liabilities are created by special statutes, and are not rights under the ordinary law. That is why obtaining leave from a winding up court may not be necessary when a reference is made by the State Government under s. 10(1) of the Industrial Disputes Act because this power which is specially created by the Industrial Disputes Act is given to the State Government and is not controlled by the Companies Act. 19. The above observations made by the Delhi High Court in the above case clearly excluded the provisions of the Excise Act. 19. The above observations made by the Delhi High Court in the above case clearly excluded the provisions of the Excise Act. The Customs Act, Foreign Exchange Regulation Act and the Industrial Disputes Act and in our view the same position will apply in the case of the Rajasthan Land Acquisition Act. Thus the above full bench case of the Delhi High Court is of no help of the respondents. 20. In the result this appeal is allowed, the order of the learned single judge dated 5th August, 1981 is set aside and the application filed under section 446 of the Companies Act is held not maintainable and is dismissed in the facts and circumstances of the case, the parties shall bear their own costs.