ORDER : K.M. MEHTA, J. 1. Kiran Gajjar, Proprietor of M/s. Kingsway Graphics, Ahmedabad, has taken out Judge's Summons with a prayer that this Court may declare that the applicant herein is the owner of premises F-6A and has exclusive right, title and interest in the premises F-6A, World Business House, situated near Parimal Garden Charrasta, Ellisbridge, Ahmedabad (hereinafter referred to as the Suit Property) and that the said premises is not the property charged towards loan agreement between, respondent No. 2 herein and erstwhile Piramal Financial Services Ltd. (now under liquidation) (hereinafter referred to as Piramal). The applicant further prays that this Court may direct the Official Liquidator not to disturb the possession of premises F/6A till the hearing of Official Liquidator Report No. 53 of 2002. 2. In support of the aforesaid Judge's Summons, an affidavit dated 1.3.2004 of Kiran N. Gajjar, Proprietor of Kingsway Graphics, the applicant, has been filed. 2.1 In the said affidavit, it was stated that Piramal Financial Services Ltd., was taken into liquidation and was ordered to be wound up vide order of this Court dated 10.5.2000 and official liquidator was appointed to take charge of the assets of the company (in liquidation). Pursuant to the order of this Court dated 20.7.2001 directing the official liquidator to take charge of the properties of the company (in liquidation) the representative of the Official Liquidator was deputed on 16.8.2001 to the premises F-6A at World Business House, Ahmedabad, to take possession of it. It is the case of the applicant Kiran Gajjar that the premises F 6A being owned by him it was informed to the official liquidator that the premises was purchased by him from Prarthana Construction Pvt. Ltd. (hereinafter referred to as Prarthana) In support of the same, the applicant had submitted a copy of the booking letter, possession letter and a copy of share certificate in the name of Ceazer's Plaza Apartment Owner Association and other papers. The applicant further stated that the Official Liquidator was also informed of the case in the City Civil Court being Civil Suit No. 5980 of 2000 filed on 13.12.2000 for not handing over possession of premises F-6A to any other party by Prarthana and stay has been granted to this effect. The applicant also filed further affidavit on 20.10.2004. The applicant further stated that the Official Liquidator was also informed of the case in the City Civil Court being Civil Suit No. 5980 of 2000 filed on 13.12.2000 for not handing over possession of premises F-6A to any other party by Prarthana and stay has been granted to this effect. The applicant also filed further affidavit on 20.10.2004. 2.2 In view of the aforesaid facts and circumstances of the case, the Official Liquidator has filed Report 53 of 2002 on 6.9.2002 where the Official Liquidator has stated the facts and prayed (a) whether this Court may be pleased to permit the Official Liquidator to take possession of Shop No. F-6A, Word Business House, S.N. Road, Parimal Garden, Ahmedabad i.e. the property in question (b) during the pendency of the application respondent No. 8 Prarthana and respondent No. 9 Kiran Gajjar be restrained from creating further charges on the above assets or sell or dispose of or create a third party charge/right. The said report was filed on 6.9.2002. 2.3 Initially, this Court issued notice on 2.7.2004. The Official Liquidator filed his reply on 13.9.2004. However, after hearing the parties this Court vide order dated 10.10.2003 gave directions that the Official Liquidator is entitled to take possession of the suit property. It was also stated that the said possession is subject to the fact that respondent No. 9 Shri Kiran Gajjar will be permitted to occupy only 300 sq. ft. of the said suit property subject to establishing his right, title and interest of the said premises and subject to adjudication of the right, title and interest in the said property. Pursuant to the said direction given by this Court, the Official Liquidator took possession of the suit property and allowed the applicant to occupy only 300 sq. ft. of the suit property i.e. F-6A. Pursuant to the direction given by this Court vide order dated 10.10.2003 the applicant has preferred this application for relief mentioned therein. 2.4 On behalf of the applicant Ms. Nisha M. Thakore, learned advocate, appears. On behalf of the Official Liquidator of Piramal Financial Services Ltd., Ahmedabad, Mr. Roshan M. Desai, learned advocate, appears and on behalf of Prarthana Construction Pvt. Ltd., Mr. Sunit Shah, learned advocate, appears. I have heard learned advocates at great length. 2.4 On behalf of the applicant Ms. Nisha M. Thakore, learned advocate, appears. On behalf of the Official Liquidator of Piramal Financial Services Ltd., Ahmedabad, Mr. Roshan M. Desai, learned advocate, appears and on behalf of Prarthana Construction Pvt. Ltd., Mr. Sunit Shah, learned advocate, appears. I have heard learned advocates at great length. 2.5 It may be noted that in that case the applicant has filed a further affidavit dated 20.10.2004 and filed written submissions and made elaborate submissions in this behalf. The applicant and respective parties have made the following submission: Contention of Kiran Gajjar Applicant: 3.1 The applicant is seeking right, title and interest in the premises F-6A admeasuring 300 sq. ft., being a bona fide purchaser and on the following grounds: (a) Premises F-6A is a released premises (b) No charge is existing on premises F-6A creating any encumbrances on right, title and interest of premises F-6A in favour of Piramal Financial Service Ltd. (in liquidation) (c) No valid mortgage exists restricting right, title and interest of premises F-6A, between Prarthana and Piramal. 3. Bona Fide Purchaser: 3.2 The applicant has further submitted that the applicant is a bona fide purchaser of the property for value without notice. The transaction impeached in respect of premises F-6A admeasuring 300 sq. ft., by way of booking and allotment to the applicant by Prarthana is made in good faith and for valuable consideration without any notice. 3.3 The premises F-6A was transferred to the applicant in ordinary course of business and the consideration arrived at is based on market value of the property and hence is reasonable. 3.4 The applicant has therefore relied on the booking details which have been submitted by the applicant along with the affidavit and it was also stated that the applicant has also paid the booking amount as agreed. The applicant has relied on booking letter dated 28.9.1993 in case of M/s. Kingsway which is produced on page 38 of the paper book which shows the said premises booked by applicant with Prarthana. The applicant has relied on receipt issued by Prarthana dated 7.6.2000 given by Prarthana which refers to cheque dated 28.9.1997 of General Co-op. Bank for Rs. 1,39,000/- which is produced on page 39 of the paper book. The applicant has relied on receipt issued by Prarthana dated 7.6.2000 given by Prarthana which refers to cheque dated 28.9.1997 of General Co-op. Bank for Rs. 1,39,000/- which is produced on page 39 of the paper book. The applicant has further submitted that copies of statement of account of graphics work done in the name of M/s. Kingsway and P.K. Gajjar Associates for Prarthana has been produced by the applicant along with his affidavit. He has also relied on various bills issued by M/s. Kingsway Comm. Designs which are produced on pages 44 to 91. The dates referred in the bills are of year 1991 to 1996. 3.5 The applicant therefore submitted that pursuant to the booking of 28.9.1993 and from time to time payment made between year 1991 and 1996 (during which there was no loan agreement between Prarthana and Piramal) and thereon the allotment of premises F-6A was made to the applicant in ordinary course of business. 3.6 The applicant further submitted that sale of premises F-6A admeasuring 300 sq. ft. is genuine and bona fide. The learned advocate submitted that the expression SGood Faith means honesty of intention. So far as the applicant is concerned, the premises was booked on 28.9.1993 and the loan agreement was entered upon, in respect of various premises including F-6A between Prarthana and Piramal somewhere in June, 1997. Therefore, at the relevant time in the year 1993 there was no loan agreement between Prarthana and Piramal. It was further submitted that the applicant took the possession of premises F-6A in the year 1993 pursuant to the booking made by him. The intention of the applicant was never to defraud the creditors of the company (in liquidation) i.e. Piramal, since at the relevant point of time, the premises F-6A never vested in company in liquidation nor was declared assets of the company (in liquidation) to be made available for the benefit of the creditors. 3.7 It is the case of the applicant that he never knew of the loan agreement entered upon between Prarthana and Piramal which took place subsequent to booking made by the applicant in the year 1993. 3.7 It is the case of the applicant that he never knew of the loan agreement entered upon between Prarthana and Piramal which took place subsequent to booking made by the applicant in the year 1993. 3.8 It was further submitted that the payment of consideration amount was made by the applicant from 1993 to 1996 and this clearly establishes the fact that the applicant has acted in good faith without any knowledge of loan agreement entered upon between Prarthana and Piramal. 3.9 It is further submitted that the actual possession of premises F-6A was always vacant whenever the applicant visited the premises and also when the applicant took possession. The applicant states that the Commissioner's report dated 1.5.1998 at page 120 of the paper book, para 3, made on application of Piramal clearly states that F-6A portion is released and it is found locked since possession was never taken by Piramal. 3.10 It was further submitted that the applicant had no notice of any kind of transaction between Piramal and Prarthana. There was no registered loan agreement existing and the companies had not complied with the provisions of the Companies Act, whereby under Section 125 they are required to fill up Form No. 17 to register charge over the securities which amount to notice of transaction in respect of the said premises. 3.11 It is further submitted that premises F-6A is a released premises. The applicant submitted that a civil suit being Civil Suit No. 2146 of 1998 was filed by Piramal) before the City Civil Court, Ahmedabad, against Prarthana. The said suit was filed by Piramal seeking recovery of loan amount and for creation of charges on various premises furnished as securities and for permanent injunction. 3.12 It is further submitted that in the plaint of Civil Suit No. 2146 of 1998, the concerned officer of Piramal stated on oath on affidavit (at internal page 9 of plaint last para) as follows: "The plaintiff company has released the area of about 604 sq. ft. from the premises of F-6. 3.13 The applicant therefore submits that this very statement is further repeated and is reflected even in prayer clause of the plaint of Civil Suit No. 2146 of 1998 at internal page 20, para 1. Premises No. Area F-6 1163 604 sq. ft. released and 559 sq. ft. remaining Business convention center 1800 sq. ft. from the premises of F-6. 3.13 The applicant therefore submits that this very statement is further repeated and is reflected even in prayer clause of the plaint of Civil Suit No. 2146 of 1998 at internal page 20, para 1. Premises No. Area F-6 1163 604 sq. ft. released and 559 sq. ft. remaining Business convention center 1800 sq. ft. 3.14 It is further submitted that release of portion of premises F-6 admeasuring 604 sq. ft. from total area of 1163 sq. ft. of premises F-6 was in actual fact acted upon between Piramal and Prarthana by partitioning the premises F-6 as SA portion and SB portion and a raw wall was also drawn partitioning F-6 into two portions A and B. This is observed in the Commissioner's report in Civil Suit No. 2146 of 1998 at page 121, 2nd line. 3.15 The learned Counsel submitted that even correspondence between Piramal and Prarthana shows that the said premises, which has been purchased, has been released in Civil Suit No. 2146 of 1998. He has relied on letter dated 30.9.1997 (at page 15 of Co. M.A. No. 75/04) addressed by Prarthana to Piramal wherein it is stated that Prarthana requests to give them possession of approximately 700 sq. ft. out of showroom on first floor of F-6, the payment of the same shall be cleared by 20.10.1997 or alternatively Prarthana, will provide Piramal the security of the Business Convention Centre on the top floor being owned by Prarthana. The Piramal addressed a letter on 2.12.1997 to Prarthana which states that Piramal has charge over the premises F-6 admeasuring 1163 sq. yds. less part of F-6 604. Prarthana addressed another letter dated 11.12.1997 to Piramal and stated that Prarthana, has interest to sell the said premises and therefore requested Piramal to release the same from the charge, as Prarthana, is offering Business Convention Centre admeasuring 1800 sq. ft. on 8th floor of the scheme World Business Houses. It was also stated that as a special case Prarthana, should be permitted to keep the keys of main Hall and bath room and pantry. A further letter dated 17.12.1997 was written in which it was also stated that Prarthana, shall arrange for finance which is offered to Piramal as security. 3.16 In view of the aforesaid correspondence it was stated that release of portion of F-6 of 604 sq. ft. A further letter dated 17.12.1997 was written in which it was also stated that Prarthana, shall arrange for finance which is offered to Piramal as security. 3.16 In view of the aforesaid correspondence it was stated that release of portion of F-6 of 604 sq. ft. Business Convention Centre of 1800 sq. ft. was accepted by Piramal. Estoppel: 3.17 The learned advocate also raised the contention of doctrine of promissory estoppel. She relied upon Section 115 of the Indian Evidence Act in this behalf which reads as under. "115 Estoppel - When one person has, by his declaration, act or omission, intentionally caused or permitted another person to believe a thing to be true and to act upon such belief, neither he nor his representative shall be allowed, in any suit or proceeding between himself and such person or his representative, to deny the true of that thing. 3.18 After relying upon the same, the learned advocate stated that release of F6 portion ad-measuring 604 sq.ft., was a bilateral agreement Piramal having accepted Business Convention Centre against released portion of F6 as security in the year 1998. Now Official Liquidator cannot be permitted to take different stand on the decision of Piramal thereby affecting the rights of the applicant who under the bona fide belief of property with a clear and marketable title has taken the possession of premises F6A. 3.19 The learned advocate for the applicant therefore submitted that F6A ad-measuring 300 sq.ft., having been considered released portion, the applicant is registered as a member of Ceazer's Plaza Apartment Owner's Association and share certificate is also given to that extent. The applicant submits that this very contention of released premises is also supported by the affidavit filed by Prarthna Construction in OLR No. 53 of 2002 before this Court. 3.20 The learned advocate for the applicant submitted that there is no charge created on premises F6A ad-measuring 300 sq.ft., creating any encumbrances on right, title and interest of premises F6A in favour of Piramal. The learned advocate has relied upon 100 of Transfer of Property Act which reads as under: "100. 3.20 The learned advocate for the applicant submitted that there is no charge created on premises F6A ad-measuring 300 sq.ft., creating any encumbrances on right, title and interest of premises F6A in favour of Piramal. The learned advocate has relied upon 100 of Transfer of Property Act which reads as under: "100. Charge Where immovable property of one person is by act of parties or operation of law made security for the payment of money to another, and the transaction does not amount to a mortgage, the latter person is said to have a charge on the property; and all the provisions herein before contained which apply to a simple mortgage shall, so far as may be, apply to such charge. 3.21 In view of the aforesaid definition, the learned advocate submitted that the charge is created by two ways. (a) By act of parties and (b) By Operation of law. 3.21A (a) By act of parties:- An act of party is an expression of the will or intention of that party directed to the creation, transfer or extinction of a right. The applicant therefore submitted that behind every transfer of immovable property, there is a contract which, when carried out, terminates, into a completed transfer. So far facts of the present case are concerned, there was an agreement of loan (at page No. 220 of paper book of Civil Suit No. 2146 of 1998) whereby various premises were agreed to be furnished as security against the amount taken for six months. 3.21B In view of the aforesaid submissions, it was submitted that a mere contract in the form of loan agreement would not amount to an actual transfer of any interest in the immovable property. It is only when a deed of mortgage is duly registered, would operate as a conveyance of such interest. In support of the same, the learned advocate has relied upon the judgment of Madras High Court in the case of Pandit Shiva Rao and Anr. v. D.A. Shanmughasundaraswami, Official Liquidator and Ors. reported in AIR 1940 Mad.140. 3.21C In absence of any mortgage deed duly registered, the unregistered loan agreement remains within the domain of a contract. Therefore, so long as it is inchoate, it is a contract enforceable by specific performance. v. D.A. Shanmughasundaraswami, Official Liquidator and Ors. reported in AIR 1940 Mad.140. 3.21C In absence of any mortgage deed duly registered, the unregistered loan agreement remains within the domain of a contract. Therefore, so long as it is inchoate, it is a contract enforceable by specific performance. The learned advocate further submitted that the intention of parties so far as F6A of 604 sq.ft., is concerned was that it was released from charge under loan agreement and therefore was never intended as security. 3.21D (b) By operation of law: The learned advocate submitted that it means the creation, transfer or extinction of a right by operation of law, itself, independent of any consent on the part of the party affected. If the parties cannot by mutual consent agree to create a charge, it is open to the court, as a court of equity, to create such a charge in order to secure to the person the right to which he is entitled. 3.22 The learned advocate further submitted that in the present case, Civil Suit No. 2146 of 1998 was filed by Piramal against Prarthna opponent No. 2 seeking recovery of loan amount and to create charge on various premises and for permanent injunction. The learned advocate submitted that in the alternative without prejudice to the aforesaid contention of release even otherwise under Order 20 which provides for judgment and decree to be passed, a preliminary decree is required to be passed. The principles underlying Order 20 of Civil Procedure Code, may and ought to be applied by analogy to charges created by a decree. 3.23 The learned advocate submitted that in the present case the Piramal has filed Civil Suit No. 2146 of 1998 praying. (a) A decree for Rs. 1,07,53,138/-. (b) The charge for the decretal amount, be created over the suit property described in detail in para 29 thereunder. 3.24 The learned advocate submitted that even in the plaint of Civil Suit No. 2146 of 1998 it reads at internal page 2 Suit for recovery of sum lent and for creation of charge. The learned advocate submitted that Piramal was aware of the fact that no proper charge was created on suit property and charge was required to be created by operation of law. The learned advocate submitted that Piramal was aware of the fact that no proper charge was created on suit property and charge was required to be created by operation of law. But till date no preliminary decree as required under Order 20 Rule 2 of Civil Procedure Code is passed or even final decree or order as contemplated under Order 20 Rule 2 is passed in Civil Suit No. 2146 of 1998. 3.25 The learned advocate submitted that no charge is existing on premises F6A (300 sq.ft.) even by act of parties or by operation of law. The learned advocate submitted that under Order 34 Rule 15 of Civil Procedure Code which provides for Suit relating to mortgages of immovable property and mortgages by the deposit of title-deeds and charges., all provisions apply to mortgage by deposit of title deeds. 3.26 The further contention of the applicant is regarding that there was no valid mortgage. The applicant submitted that Prarthna - opponent No. 1 herein is a Company incorporated under the Companies Act was engaged in the activity of estate developers, construction, organizers of residential and non-residential premises and amongst such activities, was engaged in constructing one building of office premises known as World Business House situated near Parimal Garden, Ellisbridge, Ahmedabad. In the month of April 1997 Prarthna approached Piramal for short term finance loan of Rs. 75.00 lacs and Piramal agreed to give loan and Prarthna agreed to give in security by way of booking and allotting and premises in the scheme World Business House. G-7 (Ground Floor) 1149 sq.ft. F-6 (First Floor) 1163 sq.ft. 3.27 Prarthna and Piramal agreed for further short term finance loan of Rs. 50 lacs against security of two other premises in the same scheme. F-5 First Floor 1366 sq.ft. F-7 First Floor 1426 sq.ft. 3.28 In view of the aforesaid fact, the allotment letter, possession letter, share certificates were deposited as title deeds in the form of security towards loan. Therefore the allotment letter, possession letter, share certificates are ancillary papers given to create security to the loan agreement. The intention of the parties to the loan agreement clearly was to create security and was never intended for full fledged transfer of ownership. Hence, no proprietary right or title is created by depositing these papers. Therefore the allotment letter, possession letter, share certificates are ancillary papers given to create security to the loan agreement. The intention of the parties to the loan agreement clearly was to create security and was never intended for full fledged transfer of ownership. Hence, no proprietary right or title is created by depositing these papers. In view of the same, it was submitted that admittedly the premises were furnished as securities towards loan of Rs. 125 lacs, therefore the transaction was that of a mortgage and not of a sale. 3.29 The learned advocate has relied upon Section 58 of the Transfer of Property Act which reads as under: "(a) mortgage is a transfer of an interest in specific immovable property as security for the repayment of a debt. The characteristic feature of the mortgage is that the right in the property created by the transfer is accessory to the right to recover the debt. The nature of the right transferred depends upon the form of the mortgage. Section 58(F) defines Equitable mortgage. The requisites of an equitable mortgage are, (1) A debt (2) A deposit of title deeds and (3) an intention that the deeds shall be security for the debt. 3.30 In view of the aforesaid facts, the learned advocate has relied upon the following documents, namely possession letter dated 30.4.1997, loan agreement dated 30.6.1997 and allotment letter dated 30.4.1997. 3.31 The learned advocate further relied upon Section 17(1)(b) of Registration Act which provides documents of which registration is compulsory. In case of equitable mortgage, deposit of title deeds does not require registration, but the crucial question arise i.e. Did the parties intend to reduce the bargain regarding deposit of title deeds to the form of a document. If yes, it requires registration. 3.32 The learned advocate further submitted that it is very important to look into the terms of the document. It is essential to bear in mind that the essence of a mortgage by deposit of title deeds is the actual handing over by a borrower to the lender of documents of title of immovable property with the intention that those documents shall constitute a security which will enable the creditor ultimately to recover the money which was lent. It is essential to bear in mind that the essence of a mortgage by deposit of title deeds is the actual handing over by a borrower to the lender of documents of title of immovable property with the intention that those documents shall constitute a security which will enable the creditor ultimately to recover the money which was lent. But if the parties choose to reduce the contract to writing, this implication of law is excluded by their express bargain and the document will be the sole evidence of its terms. In such a case the deposit and document both form integral parts of transaction and are essential ingredients in the creation of mortgage. It follows that in such a case the document which constitutes the bargain regarding security requires registration under Section 17 of the Indian Registration Act, 1908. 3.33 In support of the aforesaid contention, the learned advocate for the applicant has relied upon the following judgments: (1) Veeramachineni Gangadhara Rao v. The Andhra Bank Ltd. and Ors., AIR 1971 SC 1613 particularly para 17 on page 1619 which reads as under: 'Therefore, the crucial question is : Did the parties intend to reduce their bargain regarding the deposit of the title deeds to the form of a document If so, the document requires registration. If on the other hand, its proper construction and the surrounding circumstances lead to the conclusion that the parties did not intend to do so, then, there being no express bargain, the contract to create the mortgage arises by implication of the law from the deposit itself with the requisite intention, and the document being merely evidential does not require registration. (2) The learned advocate has also relied upon another judgment in the case of Bihari Lall Lahoty v. Harendra Nath Sharma and Ors., AIR 1983 Cal. 209 particularly para 5 on page 211 which reads as under: "In view of the very clear language used we are bound to hold that the parties executing the aforesaid deed intended to create or at least limit, right, title and interest to or in respect of the aforesaid premises. 209 particularly para 5 on page 211 which reads as under: "In view of the very clear language used we are bound to hold that the parties executing the aforesaid deed intended to create or at least limit, right, title and interest to or in respect of the aforesaid premises. In the result, in the absence of registration the said deed, Ext.3, would be inadmissible in evidence and, therefore, the plaintiff cannot enforce the said deed, Ext.3, in the instant suit by demanding payment of interest upon the principal sum advanced by him by way of mortgage by deposit of title deeds. 3.34 Section 50 of Indian Registration Act provide for effect of non registration of document. 3.35 The learned advocate has also relied upon Section 125 of the Companies Act which reads as under: "Certain charges to be void against liquidator or creditors unless registered. Subject to the provisions of this part, every charge created on or after the 1st day of April, 1914, by a company and being a charge to which this section applies shall, so far as any security on the company's property or undertaking is conferred thereby, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the charge, together with the instrument, if any, by which the charge is created or evidenced, or a copy thereof verified in the prescribed manner, are filed with the Registrar for registration in the manner required by this Act [thirty] days after the date of its creation. Section 125: The Charge ipso facto becomes void against liquidator when winding up commences where the claim of the creditor is converted into decree it has to be seen whether the unregistered charge was kept alive by decree or extinguished or replaced by an order of sale. In case unregistered charge kept alive Section 125 apply it would be void. 3.36 In view of the aforesaid submissions made by the learned advocate for the applicant, it was submitted that under the above stated facts and grounds the right, title and interest in so far as premises F6A, ad-measuring 300 sq.ft., is concerned is clear, without any encumbrances restricting the right, title and interest of applicant herein. Submission of Mr. Sunit Shah, learned advocate appearing on behalf of Prarthna Construction. 4. On behalf of Prarthna Mr. Sunit Shah, learned advocate appears. Submission of Mr. Sunit Shah, learned advocate appearing on behalf of Prarthna Construction. 4. On behalf of Prarthna Mr. Sunit Shah, learned advocate appears. He has tried to support the contention of the applicant in this behalf. The learned advocate submitted that the contention of the Official Liquidator of Piramal is that OL is entitled to take possession of office premises No. F6A occupied by Kiran Gajjar. In support of the said contention, the Official Liquidator has further contended that Prarthna had given the said office premises by way of security to Piramal for the advances made to them. 4.1 The learned advocate submitted that Piramal had filed Civil Suit being Civil Suit No. 2146/1998 in the City Civil Court at Ahmedabad wherein notice of motion was taken out and the trial court was pleased to grant interim relief against transfer of said office premises No. F-6 and therefore Prarthna could not have allotted 300 sq.ft., out of the said premises to Kiran Gajjar, Official Liquidator is entitled to take possession in this behalf. 4.2 The aforesaid contention is opposed by Kiran Gajjar and also Piramal. Their contention is that 604 sq.ft., of said office premises No. F.6 was released by Piramal in 1997 and therefore Prarthna was entitled to deal with the said office premises and accordingly was entitled to hand over possession of the said premises to Kiran Gajjar. The contention of Kiran Gajjar is that Official Liquidator steps into shoes of Piramal upon company being wound up and therefore Official Liquidator cannot claim a right better than the right Piramal was enjoying on the date of transfer of 300 sq.ft., to Kiran Gajjar. It was further contended by Prarthna that transaction of release by Piramal and transaction with Kiran Gajjar even otherwise cannot be set aside since it had taken place two years before filing, admission and granting of winding up petition. 4.3 It appears that the petition was filed somewhere in the year 2000 and the same was admitted on 20.10.2000 and this Court was pleased to pass an order for winding up on 20.3.2001. It was further submitted that release was genuine and bona fide as is evident from averments made by Piramal in Civil Suit No. 2146 of 1998. 4.3 It appears that the petition was filed somewhere in the year 2000 and the same was admitted on 20.10.2000 and this Court was pleased to pass an order for winding up on 20.3.2001. It was further submitted that release was genuine and bona fide as is evident from averments made by Piramal in Civil Suit No. 2146 of 1998. 4.4 In support of the aforesaid contention, reliance is placed by both the sides more or less on the averments made in the plaint of Civil Suit No. 2164 of 1998. There is no dispute that said office premises was not allotted on ownership basis. Piramal in the plaint of Civil Suit No. 2146 of 1998 has categorically averred that allotment letter, share certificate etc., were issued for the purpose of securing their dues. In this regard Prarthna Construction has relied upon para 3 of the plaint. It was submitted that Piramal further averred in para 12 of the plaint that it released an area of about 604 sq.ft., from premises of F.6. Therefore, there is unambiguous and unequivocal admission on the part of Piramal in its plaint that 604 sq.ft., was released as back as in the year 1997. The contention of Official Liquidator that Prarthna did not fulfill promise and commitment made by them while obtaining release of property as aforesaid, cannot alter the legal position. The learned advocate further submitted that without prejudice it is submitted that in fact there is no breach of promise as contended by the Official Liquidator. It was further submitted that while obtaining release of security, alternate security was offered which was accepted by Piramal. It was further submitted that even thereafter payments were made and most important that even Piramal has never prayed in the plaint to set aside the release on the ground of non-fulfillment of promise. Under the circumstances, in Civil Suit No. 2146 of 1998 there is no prayer for setting aside the release. The OL cannot travel beyond averments made in the Civil Suit No. 2146 of 1998 or the prayers made therein by Piramal. 4.5 The next question is whether there was any injunction against the transfer of released property of 604 sq.ft. Under the circumstances, in Civil Suit No. 2146 of 1998 there is no prayer for setting aside the release. The OL cannot travel beyond averments made in the Civil Suit No. 2146 of 1998 or the prayers made therein by Piramal. 4.5 The next question is whether there was any injunction against the transfer of released property of 604 sq.ft. If terms of interim order are seen, it categorically refers to security and hence said 604 sq.ft., being not a part of security when notice of motion was moved, there cannot be any injunction and as such Prarthana was entitled to deal with the said property. 4.6 It may further be appreciated that there was already an allotment made to Kiran Gajjar. For the sake of brevity details with regard to allotment to Kiran Gajjar are not repeated (which was given by Kiran Gajjar in his argument). Even otherwise also, if there was already an agreement for allotment of premises any subsequent allotment cannot be bad. Under the circumstances, contention of OL is misconceived and deserves to be rejected. 4.7 It was submitted that Prarthana adopts rest of the contentions made by Kiran Gajjar in this behalf. Submission Of Mr. R.M. Desai, Ld. Counsel For The Official Liquidator: Basic facts emerging from the record of the case. 5. Piramal was a Public Limited Company incorporated under the Companies Act, 1956 having been registered under the provisions of the Act on 8.10.1992. Piramal is a non-banking Finance Company and is engaged in the business of financing like lease/hire purchase for car, machinery and equipments and giving advances for the business activities and providing other integrated financial services. 5.1 Prarthana, was a company incorporated under the Companies Act, 1956, having its registered office situate at 10, Pritamnagar Society, Pritamnagar, Ellisbridge, Ahmedabad 380 006. Prarthana, opponent No. 2, was engaged in the activity of estate developers, contractors, organizers of residential and non-residential premises and amongst such activities, Prarthana opponent No. 2 was constructing one building of office premises known as World Business House which is situate near Parimal Garden, Ellisbridge, Ahmedabad 380 006. Shri Mayur R. Shah was Director of the said Prarthana, and its Director approached and requested Piramal Financial Services Ltd., (company in liquidation) for a short term finance of Rs. 75 lakhs (Rupees seventy five lakhs) in the month of April, 1997. Shri Mayur R. Shah was Director of the said Prarthana, and its Director approached and requested Piramal Financial Services Ltd., (company in liquidation) for a short term finance of Rs. 75 lakhs (Rupees seventy five lakhs) in the month of April, 1997. After verifying the details and considering the security offered by Prarthana, Piramal agreed to give short term finance of Rs. 75 lakhs to Prarthana and Prarthana agreed to give security by way of booking and allotting two premises in the Scheme known as World Business House, namely, G-7 (ground floor) admeasuring 1149 sq. ft. and F-6 (first floor) admeasuring 1163 sq. ft. 5.2 As the company in liquidation disbursed the amount of Rs. 75 lakhs, Prarthana Construction Private Limited gave papers regarding booking and allotment of the said two premises as security for the said loan of Rs. 75 lakhs and had also issued two share certificates bearing Nos. 11 and 14 dated 30.4.1997. 5.3 Prarthana again approached the company in liquidation in the month of June, 1997 and intimated that Prarthana is in need of further financial assistance. After deliberations and discussions and considering the security offered, agreed to convert short term finance of Rs. 75 lakhs into loan facility for a period of six months and it was also agreed between the parties that the company in liquidation will give further short term finance of Rs. 50 lakhs. It was agreed that Prarthana, would give further security by way of booking and allotting two other premises in the World Business House, namely, F-6 (first floor) admeasuring 1366 sq. ft. and F-7 (first floor) admeasuring 1426 sq. ft. However, in the present proceedings the dispute relates to Shop No. F-6 and as such details about the other security are not being furnished here. 5.4 As per the agreement Prarthana, was to repay the said two loans by way of 10 (ten) fortnightly instalments. It appears that Prarthana, paid certain amounts towards the said loans but did not pay regularly the remaining instalments as per the agreement. 5.5 Prarthana, vide its letter dated 30.9.1997 requested the company in liquidation to give said Prarthana possession of approximately 700 sq. ft. out of the premises No. F-6 and F-7 on the first floor and promised that it will clear the repayment of the loans by 20th October, 1997. 5.5 Prarthana, vide its letter dated 30.9.1997 requested the company in liquidation to give said Prarthana possession of approximately 700 sq. ft. out of the premises No. F-6 and F-7 on the first floor and promised that it will clear the repayment of the loans by 20th October, 1997. It was also stated that Prarthana, will provide in alternative the security of Business Convention Centre on the top floor of the building known as World Business House. In view of the aforesaid arrangement, Company in Liquidation agreed to release the area of about 600 sq. ft. from the premises of F-6 on the condition that Prarthana will clear the payment by 20th October, 1997. 5.6 As Prarthana committed default in payment of fortnightly instalments the company in liquidation called upon Prarthana to provide additional security. Prarthana vide its letter dated 11.12.1997 requested the company in liquidation to release ground floor premises bearing No. G-7 and offered premises of Business Convention Center admeasuring 1800 sq. ft. situate on top (8th) floor of World Business House. The company in liquidation strongly resented the demand made by Prarthana in breach of the agreement made between the parties. Prarthana forcibly took possession of the premises and handed it over to a third party. 5.7 In view of the aforesaid attitude of Prarthana and Shri Mayur Shah and the default committed by Prarthana in making payment of fortnightly instalments and also not clearing the payment on or before 20.10.1997 as promised, the company in liquidation was constrained to file a Civil Suit in the City Civil Court, Ahmedabad, being Suit No. 2146 of 1998 praying that a decree for a sum of Rs. 1,07,53,138. 00 (Rupees one crore seven lakhs fifty three thousand one hundred thirty eight only) as described in detail in para 17 of the plaint together with interest at the rate of 36% per annum be passed in favour of the company in liquidation and against Prarthana and also praying that the property described in para 29 of the plaint be charged for payment of the decretal amount of Rs. 1,07,53,138/- (Rupees one crore seven lakhs fifty three thousand one hundred thirty eight only) and also for a prayer that Prarthana be restrained by a decree of permanent injunction from transferring or alienating or allotting or re-allotting or disturbing the possession of the properties described in detail in para 29 of the plaint and to restrain Prarthana and Shri Mayur Shah by prohibitory orders from using the premises of Business Convention Centre situate on the 8th floor of the Word Business House. 5.8 In para 29 of the plaint, properties described are as under: "Four premises in the scheme known as World Business House situate near Parimal Garden, Ellisbridge, Ahmedabad, are as under: Premises No. Area F-5 First floor 1366 sq. ft. F-6 First floor 1163 sq. ft. (604 sq. ft. released 559 sq. ft. remaining) F-7 First Floor 1426 sq. ft. Business Convention Centre (Top floor) 1800 sq. ft. 5.9 Company in liquidation also preferred a Notice of Motion being Exh. 5/6. On 8th April, 1998, Chamber Judge, City Civil Court, Ahmedabad was pleased to pass following orders below Notice of Motion: "Civil Suit No. 2146/99 Order below Notice of Motion- Heard L.A., for the plaintiff. Perused the papers. The plaintiff has shown from the documents produced on record that defendants have committed default in repayment of finance given to them. The plaintiff also apprehends that defendants are likely to transfer or dispose of the suit property with intention to defraud the plaintiff and thereby affect the right of the plaintiff. Delay in granting the relief may cause hardship to the plaintiff. Hence following interim order: 'Urgent show-cause notice to the defendants to be made returnable on 15th June, 1998. In the meantime the defendants are directed to maintain status quo as on today with respect to property described in para 23-A. 5.10 It may be stated that para 23-A of the Notice of Motion is in respect of the property described in detail in para 26 which is the same as mentioned hereinabove. In the meantime the defendants are directed to maintain status quo as on today with respect to property described in para 23-A. 5.10 It may be stated that para 23-A of the Notice of Motion is in respect of the property described in detail in para 26 which is the same as mentioned hereinabove. 5.11 The City Civil Court No. 10 on 13th day of December, 2000 was pleased to pass an interim order below exhibit 5 as under: 'Defendants No. 2 and 3 in spite of undertaking to appear through advocate and in spite of making a submission to that effect in court, have chosen to stay away from the proceedings without filing a reply to the plaintiff's notice of motion or without tendering any application in that regard. In the interest of parties, the matter stand adjourned to 27th December, 2000 at 11.30 a.m. And it is specifically made clear that upon the defendant Nos. 2 and 3's failure to effect an appearance and comply with their undertaking properly, orders would be passed on the plaintiff's Notice of Motion. 5.12 On 27th December, 2000, the Court was pleased to pass order as under: 'Though sufficient time has been granted to the defendants, no reply is filed to the Notice of Motion. The Commissioner's report is already on the record of the proceedings. Hence the parties are ordered to maintain status quo in terms of the Commissioner's report with regard to the possession and transfer of the suit disputed premises till the time the defendants file their reply. The Court vide its order dated 28th August, 2001 was pleased to allow the Notice of Motion and directed defendants not to disturb the possession of the plaintiff in view of the documentary evidence Exhibit 3/1. With the aforesaid direction Notice of Motion was disposed of. 5.13 Mr. R.M. Desai, learned Counsel who appears on behalf of Official Liquidator has made following submissions on the basis of the above basic facts. 5.14 The learned Counsel submitted that from 8th April, 1998, the status-quo against the defendant is operating. It was submitted that the status-quo means that the position as regards the property in question as on 8th April, 1998, is to be maintained. 5.14 The learned Counsel submitted that from 8th April, 1998, the status-quo against the defendant is operating. It was submitted that the status-quo means that the position as regards the property in question as on 8th April, 1998, is to be maintained. It was submitted that on 8th April, 1998, the property F-6 ad-measuring 1163 sq.ft., was security available to the Company in liquidation and for enforcement of the said security the said suit was filed. The learned Counsel further submitted that once an order of injunction or an order to maintain status-quo is passed, the parties to the suit are not entitled to alter the position existing as on the date when the order is passed. In the present case, the order to maintain status-quo was passed on 8th April, 1998, and injunction was granted on 17th December, 2000. The learned advocate further submitted that applicant Kiran Gajjar has stated in the affidavit in para 5 that on 19th June, 2000, pursuant to the booking and allotment possession of premises F-6A was handed over to him as proprietor thereof. The possession letter dated 19th June, 2000, was given to him. However, the said possession letter dated 19th June, 2000, is not produced by him. In absence of such letter it is to be presumed that the contention of the applicant could not be believed in this behalf. 5.15 The learned Counsel further submitted that it may be seen that status-quo order was passed on 8th April, 1998, and the order of injunction was passed on 28th August, 2001. It was submitted that the order dated 28th August, 2001, is in continuance of the earlier order of status-quo granted by this Court. As stated hereinabove, once order of injunction or status-quo is passed by this Court or Competent Authority, parties are bound to maintain the status in respect of the suit property as existing on the date when the order was passed. In the present case order was passed on 8th April, 1998. It was submitted that on 8th April, 1998, the said property F-6 was security to company in liquidation and Prarthana Construction Pvt. Ltd., was not in possession of the said property. On passing of the order of status-quo Prarthana cannot deal with or dispose of the property in respect of which status-quo is granted by this Court. It was submitted that on 8th April, 1998, the said property F-6 was security to company in liquidation and Prarthana Construction Pvt. Ltd., was not in possession of the said property. On passing of the order of status-quo Prarthana cannot deal with or dispose of the property in respect of which status-quo is granted by this Court. It was submitted that status-quo granted is in respect of F-6 and other properties as mentioned in the Notice of Motion. 5.16 In view of the same, it was submitted that the possession given by Prarthana to Shri Kiran Gajjar on 19th June, 2000, is contrary to and inconsistent with the order passed by the City Civil Court, Ahmedabad and Prarthana was not entitled to hand over the possession of the said premises to Shri Kiran Gajjar applicant herein. 5.17 The learned Counsel further submitted that according to Prarthana, the possession given is of the property which is released and in respect of which injunction and/or order of status-quo granted by this Court is not operative. It was submitted that such contention of Prarthana is contrary to and inconsistent with the record of the case and is not borne out by the order of status-quo granted by this Court. In this connection it will be pertinent to observe that Prarthana as defendant No. 1 preferred an application being Exh. 15 praying that this Court (i.e. City Civil Court) may be pleased to modify the order of injunction and permit the defendant to sell 515 sq.ft. (super built-up) area of F-6 against payment of Rs. 7 lacs to the plaintiff. Copy of the said application is produced in Civil Suit No. 2146/98 which is transferred to this Court from City Civil Court and is pending disposal by this Court. It was further submitted that in the said application defendant No. 1 Prarthana has stated that Shri Manish Lakhubhai has agreed to purchase part of the premises F-6 ad-measuring 515 sq.ft. (super built-up) (482 sq.ft. Carpet area) exactly on top of the Edward Dry Cleaners. It was further submitted that in the said application defendant No. 1 Prarthana has stated that Shri Manish Lakhubhai has agreed to purchase part of the premises F-6 ad-measuring 515 sq.ft. (super built-up) (482 sq.ft. Carpet area) exactly on top of the Edward Dry Cleaners. The said statement clearly establishes that injunction operates even in respect of the area namely 1163 sq.ft., and not only in respect of 559 sq.ft., which is remaining as alleged by Prarthana Construction Pvt. Ltd. 5.18 The learned Counsel further submitted that it is well settled principle of law as decided by this Court in the case of Sunil Mills Ltd. v. Official Liquidator of Shri Ambica Mills Ltd. Reported in (1999) 1 Comp LJ 423 (Guj) (Coram: H.L. Gokhale, J.) decided on 22.12.1998 as under: "Section 293(1)(a) of the Companies Act, 1956, requires a company not to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company except with the consent of the public company in its general meeting. That consent is to be obtained after informing the shareholders accordingly, in the meeting to be held for that purpose. Any such business would be a special business under Section 173(1)(b) of the Companies Act and where such a business is to be transacted, it is mandatory that a statement setting out the material facts concerning each such item of business (including, in particular, the nature of the concern or interest, if any therein, of any director and the manager, if any) is to be annexed to the notice of the meeting. That is the requirement of Section 173(2) of the said Act. In the present case, although a meeting was called, the shareholders were completely kept in dark of the order passed by the Supreme Court restraining any disposition of property and required that the property should be kept intact and available for clearing the dues of ONGC. However, in the facts of the present case, an agreement was entered into in flagrant violation of the injunction granted by the Supreme Court and in complete breach of the provisions of the Companies Act, 1956. However, in the facts of the present case, an agreement was entered into in flagrant violation of the injunction granted by the Supreme Court and in complete breach of the provisions of the Companies Act, 1956. Clearly, when a resolution is passed without disclosing material facts in the explanatory statement in flagrant violation of the requirement of Section 173 of the Companies Act, it cannot be said to be anything but a void resolution and an agreement on the strength of a void resolution, if permitted, would defeat the provisions of law. Such a resolution would be invalid and the meeting would also be invalid and thus the entire action based on that would be void too. 5.19 After relying upon the said judgment, the learned Counsel submitted that this Court decided that disposition of property of the company injuncted by Hon'ble Supreme Court and agreement entered into is in flagrant violation of Hon'ble Supreme Court's injunction and of solemn undertaking given on behalf of the Company to the Hon'ble Supreme Court. Such agreement is opposed to public policy. The agreement is void ab initio and no right under it could be claimed. Since applicant wants to proceed with the suit which is of no substance at all and is based on patently void agreement, such a course cannot be permitted. 5.20 The learned Counsel has relied upon another judgment of this Court in the case of Rushvi Estate and Investments Pvt. Ltd. v. Official Liquidator of Shri Ambica Mills Ltd. Reported in 105 Company Cases 828. In the said judgment also the Court has held that when the sale is in breach of the undertaking given to the Supreme Court and for non compliance with Section 293(1)(a) of the Companies Act, 1956 apart from being in breach of the expressed stipulation in the clearance given by the said Company under the provisions of Urban Land Ceiling Act, no rights could flow therefrom as against the Company and the sale deeds executed on the strength thereof could not be enforced against the Company. The possession by the official liquidator of these properties was perfectly legal and valid. In the circumstances, no declaration that the applicants were bona fide purchasers could be given nor could the official liquidator be directed to lift his attachment on the company's property. Similarly, no suit could lie to enforce these documents against the company. The possession by the official liquidator of these properties was perfectly legal and valid. In the circumstances, no declaration that the applicants were bona fide purchasers could be given nor could the official liquidator be directed to lift his attachment on the company's property. Similarly, no suit could lie to enforce these documents against the company. The learned Judge has observed like this on page 844. "In the circumstances, for the reasons stated above, I hold that the alleged power of attorney given to Rajesh Jaykrishna does not bind the company in liquidation since it is in breach of the undertaking given to the Hon'ble Supreme Court and for non-compliance with Section 293(1)(a) of the Companies Act, 1956, apart from being in breach of the expressed stipulation in the clearance given by the State Government under the provisions of Urban Land Ceiling Act. No rights could flow therefrom as against the Company and the sale deeds executed on the strength thereof could not be enforced against the Company. The possession by the official liquidator of these properties is perfectly legal and justifiable. In the circumstances, no declaration as sought by the applicants that they were bona fide purchasers can be given nor can the official liquidator be directed to lift his attachment on the company's property. Similarly, no suit could lie to enforce these documents against the company. 5.21 The learned Counsel further submitted that in the case of Rutuja Estate & Investment Pvt. Ltd. v. O.L. Of Ambica Mills Ltd. in O.J. Appeal No. 116 of 1998, when the matter was heard by Division Bench of this Court (Coram: R. Balia and A.R. Dave, JJ.), the Division Bench of this Court in the said judgment and order dated 11.5.1999 in para 13 and 14 the Division Bench has observed like this and thereby the Division Bench has confirmed the order of the learned Single Judge in this behalf. "However, without going into the question as to whether appellant is purchaser for value without notice, we are of the opinion that the appellants are not entitled to succeed in pursuit of their claim to declare the transactions to be valid, to soften the rigor of Section 536 of the Companies Act. "However, without going into the question as to whether appellant is purchaser for value without notice, we are of the opinion that the appellants are not entitled to succeed in pursuit of their claim to declare the transactions to be valid, to soften the rigor of Section 536 of the Companies Act. We are referring to the date of winding up petition and the date of order made thereon, to find that in accordance with the provisions of Section 441 of the Companies Act, 12.4.88 is, date of presentation of petition, is deemed to be date on which the proceedings of winding up once order of winding up commenced once order of winding up was made and the transaction disposing of the property of the company by it, which have taken place on 13.1.1993 that is to say after 12.4.1996 are to be treated void by operation of law. Unless otherwise directed by court without anything more the transaction are void under the law giving no right to the buyers. On undisputed fact, the respondents have purchased property from Shri Ambica Mills on 11.3.93 when the restraint order of the Supreme Court restraining the company from alienating its properties, which include the properties in question, was in force, that is to say, as a result of the restraint order as on the date, the transaction took place, the company suffered from legal incompetency to enter into contract in respect of the properties in question, in terms of Section 11 of the Contract Act no valid contract could be executed by the company under restraint order from alienating the properties in question. "In view of the aforesaid we are of the view that the learned company Judge was right in his conclusion that the appellants are not entitled to the direction that the instruments are valid. 5.22 Relying upon the aforesaid judgment, the learned Counsel submitted that, in terms of Section 11 of the Contract Act, no valid contract could be executed by the Company under restraint order from alienating the property in question. In view of the aforesaid, the Division Bench has confirmed the order passed by the learned Company Judge in the case of Rushvi Estate and Investments Pvt. Ltd. (supra). In view of the aforesaid, the Division Bench has confirmed the order passed by the learned Company Judge in the case of Rushvi Estate and Investments Pvt. Ltd. (supra). In view of the aforesaid it is submitted that transfer by Prarthana Construction Pvt. Ltd., is contrary to and inconsistent with the status-quo order granted and as such pursuant to the said transfer or handing over possession to Shri Kiran Gajjar, Shri Kiran Gajjar cannot claim any title in this behalf. In view of the same, it is submitted that Company Application No. 75 of 2003 be rejected with costs. Conclusion: 6. I have considered the rival contentions made on behalf of applicant Kiran Gajjar as well as Prarthana Construction. I have also considered the averments made by Mr. R.M. Desai, learned Counsel on behalf of the Liquidator. From the record it appears that Prarthana by its letter dated 30.9.1997 requested Company in liquidation i.e. Piramal to give possession of approximately 700 sq.ft., out of the premises bearing No. F-6 & F-7 on the First Floor and stated that it will clear payments by 20.10.1997. It was also stated that Prarthana will provide in alternative the security of Business Convention Centre on the top floor of the building known as World Business House. In view of the aforesaid arrangement, Piramal agreed to release the area of about 600 sq.ft., from premises of F-6 on the condition that Prarthana will clear the payment by 20.10.1997. 6.1 The Liquidator has been able to prove that Prarthana committed serious default in payment of fortnightly instalments, and as such, Piramal called upon Prarthana to provide additional security. Prarthana by letter dated 11.12.1997 requested Piramal to release the ground floor premises bearing No. G-7 and other premises of Business Convention Centre ad-measuring 1800 sq.ft. Piramal strongly resented the demand made by Prarthana in this behalf. In spite of this and in breach of the arrangement and assurance given by Prarthana which was agreed to by and between the parties i.e. Prarthana and Piramal and in spite of resentment of Piramal, Prarthana forcibly took possession from the security staff and handed over the possession of the said premises to a third party i.e., applicant herein. In spite of this and in breach of the arrangement and assurance given by Prarthana which was agreed to by and between the parties i.e. Prarthana and Piramal and in spite of resentment of Piramal, Prarthana forcibly took possession from the security staff and handed over the possession of the said premises to a third party i.e., applicant herein. 6.2 I have also considered the proceedings which had been initiated before the City Civil Court in this behalf which I have already referred while considering the averments of the Liquidator in this behalf. The Liquidator has been able to prove that on 8.4.1998 the order of status-quo was there against the defendants (in Suit) which was operated in this behalf. The status-quo means that the position as regards property in question as of 8.4.1998 is to be maintained. The liquidator has been able to prove that on 8.4.1998 the property F-6 ad-measuring 1163 sq.ft., was security available to Piramal and for enforcement of the said security the said suit was filed. 6.3 I have considered the rival submissions and once the order of injunction or the order to maintain status-quo is passed by the City Civil Court which is competent court, the party to the suit, namely, Prarthana is not entitled to alter or change the position as existing on the date when the order was passed. In the present case the order was passed on 8.4.1998 and injunction was granted on 17.12.2000. 6.4 The applicant Kiran Gajjar in his affidavit in para 5 stated that on 19.6.2000 pursuant to the booking and allotment, possession of premises F-6A was handed over to him as proprietor thereof and the possession letter dated 19.6.2000 was given to him. However, Prarthana has not produced the said letter of 19.6.2000 in the record of the case. In absence of such record this Court does not believe the contention of the applicant that applicant has obtained the lawful possession in this behalf. 6.5 Even as per Kiran Gajjar applicant herein the possession of the premises was handed over to him on 19.6.2000, From the proceedings the status-quo order was passed on 8.4.1998. Thus, the order dated 28.8.2001 is in continuance of the earlier order of status-quo granted on 8.4.1998 by the Civil Court. 6.5 Even as per Kiran Gajjar applicant herein the possession of the premises was handed over to him on 19.6.2000, From the proceedings the status-quo order was passed on 8.4.1998. Thus, the order dated 28.8.2001 is in continuance of the earlier order of status-quo granted on 8.4.1998 by the Civil Court. Once the order of injunction or status-quo was passed by the competent court, the parties are bound to maintain status-quo in respect of the suit property as existing on the date when the order was passed. From the date of status-quo dated 8.4.1998 the property bearing F-6 was security to Piramal and Prarthana was not in possession of the said property. On passing of the order of status-quo Prarthana cannot deal with or dispose of the property in question in respect of which status-quo was granted by the competent court. From the order of Civil Court it appears that the status-quo granted was in respect of F-6 and other properties as mentioned in the Notice of Motion for which I have already mentioned above in this behalf. 6.5 A What is status quo According to ordinary legal connotation, the term Sstatus quo implies existing state of things in a given point of time. In this case it appears that though status quo order was passed, the applicant has taken possession not only contrary to status quo order but he has taken possession forcibly which is not according to law and therefore also the applicant cannot get any protection from this Court. 6.6 It is the case of Prarthana that the possession given is of the property which is released and in respect of which injunction order of status-quo granted by the Civil Court is not operative. I have examined the record of the case. The said contention of Prarthana is contrary to and inconsistent with the record of the case and it is not borne out as to how he has circumvented the order of status-quo granted by the competent Court. It may also be pertinent to note that at this stage, (defendant No. 1 in Suit) i.e. the applicant herein has preferred an application below Exh.15 praying that the order of injunction be modified and the (defendant) applicant be permitted to sell 515 sq.ft. (super built-up) area of F-6 against payment of Rs. 7 lacs to the plaintiff. It may also be pertinent to note that at this stage, (defendant No. 1 in Suit) i.e. the applicant herein has preferred an application below Exh.15 praying that the order of injunction be modified and the (defendant) applicant be permitted to sell 515 sq.ft. (super built-up) area of F-6 against payment of Rs. 7 lacs to the plaintiff. The said application is still pending before the competent court when the record of the case was called by this Court. From the said application it appears that the applicant (defendant) has stated that Shri Manish Lakhubhai has agreed to purchase part of the premises F-6 admeasuring 515 sq.ft. (super built-up) (482 sq.ft. Carpet area) exactly on top of the Edward Dry Cleaners. The said statement clearly establishes that injunction operates even in respect of the area namely 1163 sq.ft., and not only in respect of 559 sq.ft., which is remaining as alleged by Prarthana. 6.7 Once the order of status-quo is granted and if Prarthana is acting contrary to and inconsistent with the said order then in view of the judgment of this Court in the case of Y.S. Spinners Ltd. v.. Official Liquidator of Shree Ambica Mills Limited reported in (1999) 1 Company Law Journal 442 which I have referred in this behalf and also another judgment in the case of Rushvi Estate and Investments Private Limited v. Official Liquidator of Shree Ambica Mills Limited and even the Division Bench judgment of this Court where O.J. Appeal was filed against the said judgment, all the three judgments which have been cited by Mr. R.M. Desai, learned Counsel on behalf of Liquidator clearly apply in facts of the case and in view of the two judgments of learned Single Judge and one Division Bench judgment of this Court, any dealing of the property in question when the order of status-quo granted by the competent court is bad in law and therefore the action of Kiran Gajjar to give the property to Prarthana is illegal and contrary to the order of the competent court and therefore Prarthana cannot derive any title from Kiran Gajjar, and therefore entire transaction is vitiated and therefore once the applicant cannot transfer the same and if the applicant transfers the same, the same is contrary to the order of the competent court, the said transaction is bad in law and therefore Prarthana cannot derive any title in this behalf. 6.8 The object of an appointment of provisional liquidator is the protection and preservation of the assets of a company pending an order for winding up, but the power of the Court is not limited to that contingency alone and the Court has jurisdiction to appoint a provisional liquidator in any proper case. One of the objects of appointment of provisional liquidator is to preserve and protect the property of the Company. Section 453 of the Act provides for receiver not to be appointed of assets with liquidator. Section 454 of the Act provides for statement of affairs to be made to Official Liquidator. Section 455 of the Act provides for report by Official Liquidator. Section 456 of the Act provides for custody of company's property. On a winding up order being made the property of the company does not vest in the Official Liquidator as in the case of insolvency. The property remains the property of the company and the liquidator is only given custody of the property. Provision of Section 456 of the Act provides only the liquidator to obtain books, papers, properties and assets of a company with the assistance of the Chief Presidency Magistrate or District Magistrate as the case may be. 6.9 The object of winding up proceedings is to administer the properties of the company in accordance with law. Section 457 is important and sets out the powers of the liquidator in a winding up by the Court. Sub-section (1) enumerates powers which can be exercised by the liquidator with the sanction of the Court. 6.9 The object of winding up proceedings is to administer the properties of the company in accordance with law. Section 457 is important and sets out the powers of the liquidator in a winding up by the Court. Sub-section (1) enumerates powers which can be exercised by the liquidator with the sanction of the Court. Sub-section (2)enumerates powers which can be exercised without sanction of Court. Under this section it is only the liquidator who is authorised with the sanction of the Court to institute any suit or other legal proceedings in the name and on behalf of the Company. It is well established position of law that from the date of the order of the winding up the activities of a company were subject to the supervision of the Official Liquidator who has got complete control over the financial aspects as well as the procedural aspects relating to various transactions which the company had indulged in during the relevant period affecting its activities which become questionable in the interest of the shareholders of the Company. This section is an enabling provision to enable the liquidator to do certain things with the sanction of the Court. The Official Liquidator has the power, after getting sanction of the Court, to institute or defend any suit or prosecution, or other legal proceedings, civil or criminal, in the name and on behalf of the company, and to do all such other things as may be necessary for winding up the affairs of the company and distributing the assets. In winding up the liquidator acts not merely for creditors but for contributories and for the company also. A liquidator is an agent employed for the purpose of winding up of the company. The liquidator has the power to sell properties either by public auction or by private sale. 6.10 It is incorrect to say that the Official Liquidator steps into the shoes of the Company on a winding up order being passed. It is also incorrect to say that the admission by the Company is binding upon the Official Liquidator after the winding up order is passed. It appears that the entire contention of the applicant to that effect is based on misconception as to the position of the Official Liquidator. The Official Liquidator is a whole time officer attached to each High Court appointed by the Central Government. It appears that the entire contention of the applicant to that effect is based on misconception as to the position of the Official Liquidator. The Official Liquidator is a whole time officer attached to each High Court appointed by the Central Government. He has to conduct the proceedings in winding up the company and perform such duties as the Court may impose. (Section 451). He has to take in his custody or under his control all the properties of the Company and all the properties of the Company shall be deemed to be in the custody of the Court from the date of winding up order. (Section 456(1) and (2). He has the power to do all things as may be necessary for the winding up the affairs of the company and distributing its assets (Section 457(1)(e)). After making the winding up order, the Court has to settle a list of contributories and cause the assets of the company to be collected and applied in discharge of its liabilities. (Section 467(1)). 6.11 From all the above referred provisions and other provisions of the Act, it is clear that the Official Liquidator is an officer of the Court and has to discharge his duties and perform his functions so as to realise the properties of the Company and satisfy its liabilities and distribute the surplus, if any, as per the provisions of the Act. Provisions of Section 531, 531A and 536 amongst others, are for enabling the Official Liquidator to discharge his duties effectively. The argument that the admission by the company before winding up order and, for that matter, all acts and commitments before the winding up order are binding upon the Official Liquidator is fallacious inasmuch as that argument, if accepted, will totally render the provisions of Sections 531, 531A and 536 nugatory since even a fraudulent action of the company will go unscathed. The admissions of the company are binding upon the Official Liquidator but that is subject to the fact that the transactions in question are not hit by the provisions of the Act like the above ones and are otherwise legal and not in breach of law or order of any Court. 6.12 In the present case, the transfer of property in question is in breach of the injunction order of the City Civil Court and therefore, illegal. 6.12 In the present case, the transfer of property in question is in breach of the injunction order of the City Civil Court and therefore, illegal. Any admission in that connection, if any, cannot be binding upon the Official Liquidator whose duty is to recover the properties of the Company and distribute them in accordance with law. The contention of the applicant in this respect is bad also on the principle that a wrong doer cannot have the benefit of his own wrong. 6.13 All the above is stated in addition to the fact that the record in the matter is not sufficient to prove the contention of the Applicant as discussed elsewhere in this judgment. On the contrary, there is an admission of the applicant himself that there was an injunction with respect to the suit property. 7. In the result the Company Application is rejected. In view of the same, the prayer made by the applicant that this Court may declare that the applicant is the owner of the premises F-6 and has exclusive right, title and interest in the premises F-6A and the said premises is not the property charged towards loan agreement is not accepted for the reasons stated in this judgment. 8. In view of the same, the order dated 10.10.2003 by which this Court directed that the Official Liquidator is entitled to take possession of the suit property and however, the said possession is subject to the fact that the respondent No. 9 Shri Kiran Gajjar will be permitted to occupy only 300 sq. ft. of the said suit property subject to establishing his right, title and interest of the said premises is modified and the Official Liquidator is directed to take possession of the entire said property from the applicant. After pronouncement of the judgment, Ms. Nisha Thakore, learned advocate who appears on behalf of the applicant prays that as the applicant will have to make alternative arrangement for staying in other premises, he will require sometime. So the aforesaid order of directing the liquidator to take entire possession of the property in question may be stayed upto 05th May, 2006. Mr. R.M. Desai, learned advocate states that the applicant has occupied the premises in question without any consideration in this behalf. Now the right, title and interest of the applicant has been determined. So the aforesaid order of directing the liquidator to take entire possession of the property in question may be stayed upto 05th May, 2006. Mr. R.M. Desai, learned advocate states that the applicant has occupied the premises in question without any consideration in this behalf. Now the right, title and interest of the applicant has been determined. So the applicant will have to pay compensation/damages or mesne profit for the use of the property from the day the applicant occupied the property till he vacates the same. For deciding the said issue, the matter to be kept on 04th May, 2006 and the order directing the Liquidator to take possession of the entire property in question is stayed upto 5.5.2006.