Honble SINGHAL, J.–This matter has come up on the application of the creditors that the transfers made by the Company be declared as fraudulent under Sec. 531/531-A of the Companies Act. (2). The facts of the case are that a Company Petition No. 4/91 was filed on 13.3.91 for winding up of M/s. Ashoka Oil Products Pvt. Ltd. It was alleged that the properties of the company were being transferred fraudulently to defraud the creditors. Notice was issued by this Court on 15.3.91. The Official Liquidator was directed by the order dated 12.4.91 to identify the property of the company which has not been transferred. On 17.5.91 it was found that all the assets of the company had been sold under registered sale-deeds before moving the application for winding up of the company. Notices were issued to 73 persons to whom the property was alleged to have been transferred. The report of the Official Liquidator was received and it was pointed out by the learned counsel for the petitioner on 28.2.1992 that the movable and immovable property has been transferred to the defendants Nos. 4 to 76. The machinery of the company is likely to be transferred sold. On 18.9.92 Mr. Kuhad pleaded no instructions on behalf of respondents Nos. 4 to 76. No reply was filed and therefore it was directed that the properties be taken in possession by the provisional Official Liquidator so that it may not be transferred and sold hereinafter Shri Meena, O.L. was authorised to take the possession of the factory, Ashoka Oil Products Pvt. Ltd. situated at Kherli Distt. Alwar and seal the same. The Superintendent of Police was directed to provide sufficient police force and assistance to Shri Meena to enable him to execute the order of this Court. The information regarding appointment of provisional Official Liquidator was also given. (3). It has come on record that the sale-deed was executed on 3.12.1990/ 5.12. 1990 which is alleged to be a malafide act on the part of the Directors. (4). It may be observed that Miss Gayatri Rathore sought time to file reply on 28.2.92, but reply was not filed. Mr. C.P. Khemka was appointed as Commissioner on 23.10.1992 to verify the inventory of the movable/immovable properties of the company in liquidation. No goods were found in the premises. Almirah was found locked, but nobody could provide the keys to the Commissioner. Mr. C.P. Khemka was appointed as Commissioner on 23.10.1992 to verify the inventory of the movable/immovable properties of the company in liquidation. No goods were found in the premises. Almirah was found locked, but nobody could provide the keys to the Commissioner. Power was filed on behalf of the respondents Nos. 4, 14 and 40 by Mr. Kuhad. For rest of the respondents a prayer was made on 14.5.93 to serve notice by publication in the news papers. The Directors of the Company were directed to appear. Bailable warrants for producing documents were not executed. Notices which were issued by this court from time to time were not complied with therefore separate action for presence of the Directors is being taken. (5). The controversy is with regard to transfer of movable/immovable properties of the company. Relevant provisions of Sec. 531/531-A of the Companies Act read as under- ``531. Fraudulent preference : 1. Any transfer of property, moveable or immoveable, delivery of goods, payment, execution or other act relating to property made, taken or done by or against a company within six months before the commencement of its winding up which had it been made taken or done by or against an individual within three months before the presentation of an insolvency pettion on which he is adjudged insolvent, would be deemed in his insolvency a fraudulent preference, shall in the event of the company being wound up, be deemed a fraudulent preference of its creditors and be invalid accordingly; Provided that, in relation to things made, take or done before the commencement of this Act, this sub-section shall have effect with the substitution, for the reference to six months, of a reference to three months. 2. For the purpose of sub-section (1), the presentation of a petition for winding up in the case of a winding up by or subject to supervision of the court, and the passing of a resolution for winding up in the case of a voluntary winding up, shall be deemed to corres- pond to the act of insolvency in the case of an individual. Sec. 531-(A) ``Any transfer of property, moveable or immoveable, or any delivery of goods, made by a company, not being a transfer or delivery made in the ordinary course of its business or in favour of a purchaser or encumbrancer in good faith and for valuable consideration,if made within a period of one year before the presentation of a petition for winding up by or subject to the supervision of the court or the passing of a resolution for voluntary winding up of the company, shall be void against the liquidator. (6). In the application submitted under Sec. 446 of the Companies Act it is mentioned that the respondents No. 4 to 35 purchased the moveable property on 3.12.1990 and the respondents No. 36 to 39 purchased the immovable property of the company on 5.12.1990. The respondents Nos. 40 to 44 purchased the property under the sale deed dated 5.12.90. Under the sale deed dated 3.12.1990 the respon- dents No. 55 to 59 purchased the immovable property under the sale-deed dated 5.12.90. Under the sale-deed dated 3.12.1990 the business men of Kherli Vyapar Mandal who are alleged to have the dealings with the company failed to pay their outstanding dues. In the aforesaid sale-deed the total value of the machinery has been shown of Rs. 15,40,000.00. Ashok Kumar Dalmia, Satyendra Prasad and Raj- kamal Banka, Ex-Directors of the company have sold the immovable property to Mahaveer Prasad Jain, Niranjan Lal, Manoharlal, Pritam Chand Jain for Rs. 65,000/- and also to Ramavtar, Manoharlal, Brijesh Kumar, Brij Behari and Om Prakash for Rs. 65,000/-, and also to Ramesh Chand, Hukamchand, Sarvan Kumar Meena, Pooranlal, Pramod Kumar, Ghosh Chand, Raghunath, etc. for Rs. 60,000/-. It is alleged that the transfers have not been made in the ordinary course of business by the Ex-Directors and are fraudulent transfers. The sale-deed does not bear the common seal of the company nor there is resolution to transfer the said properties. (7). Attention has been drawn towards the provisions of Sec. 441 of the Com- panies Act which contains the provisions regarding winding up of the company. The sale-deed does not bear the common seal of the company nor there is resolution to transfer the said properties. (7). Attention has been drawn towards the provisions of Sec. 441 of the Com- panies Act which contains the provisions regarding winding up of the company. Sec. 441 provides that where before the presentation of a petition for winding up of a company by the court, a resolution has been passed by the company 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 unless the court, on proof of fraud or mistake thinks fit to direct otherwise, all proceedings taken in the voluntary winding up shall be deemed to have been validly taken. Sub-section(2) of Sec. 441 provides that 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. The petition for winding up was filed by M/s. Bhagwan Das Gopal Prasad on 13.3.91. (8). On behalf of the respondents it has been contended that the transfer cannot be said to be fraudulent. Reliance has been placed on the decision in the case of Monark Enterprises vs. Kishan Tulpule (1), wherein resolution not being passed by Board of Directors, company accepting consideration and implementing transaction, failure to pass resolution was held not to vitiate the transaction. The question with regard to Sec. 531 was considered and it was observed that unless a transaction of transfer of a companys property amounts to a fraudulent preference under the bankrupty law or insolvency law and it is entered into within a period of six months prior to commencement of winding up of the company, the transaction in question cannot be treated as void under Sec. 531(1). The burden of proving that the impugned transaction was not entered into in ordinary course of business or in good faith and for valuable consideration would be on the Official Liquidator or creditors impugning the transaction. (9). The burden of proving that the impugned transaction was not entered into in ordinary course of business or in good faith and for valuable consideration would be on the Official Liquidator or creditors impugning the transaction. (9). Reliance has also been placed on the decision in the case of Tansukhrai vs. The Official Liquidator (2) wherein it was held that the mere fact that the money as paid within three months prior to the presentation of the petition for winding up is not by itself sufficient to avoid the transfer or payment as invalid under Sec. 231. (10). Reliance has also been placed on the decision in the case of Sunderlal Jain vs. Sandeep Paper Mills P. Ltd. and Others (3), wherein it was observed that an application for annulment of a transfer under Sec. 531-A can be allowed on proof either that there was no consideration For the transaction or that the consideration was so inadequate as to raise the presumption of want of good faith. (11). The Delhi High Court in the case of Official Liquidator, Victor Chit Fund P. Ltd. vs. Kanhiyalal and ors.(4), observed that to set aside a transaction as a fraudulent preference under Sec. 531 of the Companies Act, fraud must be clearly alleged, proved and established. A petition containing mere general allegations and lacking in material particulars, is liable to be dismissed. (12). The decision in the case of Official Liquidator vs. Victory Hire Purchasing Co. (P) Ltd. and anr.(5) has also been relied upon wherein it was held that if fraudulent preference was given to creditors and execution of mortgage on the eve of winding up was done in favour of two out of several creditors, the same was void. (13). I have considered over the matter. The provision of Sec. 531 have given protection if the transaction is carried on in the ordinary course of business or if it is in good faith for valuable consideration. The provisions of Sec. 531 equally apply to a company whose transaction is made within six months before the commencement of winding up proceedings and a deeming fiction has been created. It is admitted fact that no consideration passed when the sale-deed was executed. If the company is at the verge of closure then no preference can be given to one creditor vis-a-vis others. It is admitted fact that no consideration passed when the sale-deed was executed. If the company is at the verge of closure then no preference can be given to one creditor vis-a-vis others. The provisions of Sec. 531/531- A are meant to protect the rights of other creditors so that if the company in liquidation makes the sale, the proceeds may be proportionally distributed. It has to be seen whether favour has been given to the respondents Nos. 4 to 76. The object of executing sale-deed on 3/5.12.1990 has to be seen whether it is tainted with element of fraud, dishonesty or preference. It has been alleged on behalf of the creditors that the sale-deed was executed in one day at the gun-point. The question whether it was at the gun-point or otherwise, need not be gone into by this court but the agreement dated 11.12.90 is itself sufficient to prove that there was no genuine transaction of transfer of the property and the alleged sale-deeds were executed to give preference to few of the creditors to the exclusion of others. The action of the Directors cannot be considered to be bonafide or in good-faith or in the ordinary course of business. The intention to give preference to few of the creditors to the exclusion of others is to be considered fraudulent. I feel that it has been established that the sale-deeds executed on 3/5.12.1990 were only to give preference to few creditors, respondents Nos. 4 to 76 who have paid not a single pie. The procedure for selling the property of the company, namely passing of the resolution and authorising the Directors, has not been followed in this case. An agreement dated 11.12.1990 has also been entered into nullifying the sale that if the dues are paid then they will again execute the sale-deed in favour of the company. This shows that preference was given to these creditors excluding the similarly situated other creditors. (14). In these circumstances, the application is allowed and the sale of movable/immovable property to respondents Nos. 4 to 76 on 3.12.1990 and 5.12.1990 is annulled. The Official Liquidator is directed to take possession of movable/immovable property and deal with the same in accordance with law. The Superintendent of Police is directed to provide sufficient force for taking possession of the said properties.