ORDER The Company Application No. 391 of 2007 is filed for several reliefs most of which have become infructuous because of the subsequent events. The only relief that requires to be considered is a direction to the company to execute the sale deed of the schedule property in favour of the applicant jointly with M/s. Canara Steel Limited represented by its Managing Director on passing of proper resolution in the board meeting to that effect in favour of the applicant or any of his nominees. By way of objection to the said application, company has stated that in the Annual General Meeting held on 26-9-1996 of M/s. Canara Steel Limited it was resolved to permit the Board of Directors of the Canara Steel Limited to dispose off the whole or part of the undertaking/assets of the Rolling Mills Division, Yeyyadi, Mangalore-575008. The copy of the same is produced at Annexure-R4. Further the company has filed a joint memo along with the application in Company Application No. 343 of 2007 as per Annexure~R6, under which it was mutually agreed between the parties that they would execute the registered sale deed jointly with M/s. Canara Steel Limited in respect of the schedule property in favour of the applicant or any of his nominees, on the applicant depositing the balance bid amount of Rs. 19 crores 10 lakhs on or before 10-6-2007. Therefore, they contend that it is not open to the applicant-company to insist on the aforesaid conditions which is wholly unnecessary. 2. After the filing of the application and the objections, the applicant has deposited a sum of Rs. 16 crores 10 lakhs by way of pay order in this Court as well as by an account payee cheque which were in turn directed to be deposited in Bank. The cheque issued by the applicant is reported to be encashed and therefore C.A No. 1051 of 2007 is filed for payment of the amount in Court deposit as the company is ready and willing to execute the sale deed on any day fixed by the applicant. 3. I have heard the learned Counsel for the parties. 4. The cheque issued by the applicant is reported to be encashed and therefore C.A No. 1051 of 2007 is filed for payment of the amount in Court deposit as the company is ready and willing to execute the sale deed on any day fixed by the applicant. 3. I have heard the learned Counsel for the parties. 4. As is clear from Annexure-R4 the proceedings of 23rd AGM of the members of the Canara Steel Limited held at Manipal Pre-University College, Manipal on Thursday, 26-9-1996 at 4 p.m. wherein it was resolved that pursuant to the provisions of Section 293(1)(a) of the Companies Act, 1956 consent was granted to the Board of Directors of the Company for disposing off the whole or part of the undertaking/assets of the Rolling Mills Limited, Yeyyadi, Mangalore-575008 for such consideration and on such terms as Directors with their discretion consider beneficial to the company. The said resolution was passed in the General Meeting unanimously. Thereafter, M/s. Canara Steel Limited convened the board meeting on 25-7-1997 resolved to execute the deed of composition under which the schedule property was transferred to the company. The said resolution of the Board of Directors reads as under: "Resolved that the land situated at Yeyyadi Padavu Village to the extent of 6.16 acres together with buildings thereon and valued at Rs. 2,05,16,000.00 be sold to Maharashtra Apex Corporation Limited, and after adjusting the sale consideration towards the principal and interest on the demand loan due to them, the balance amount be received as sale consideration from Maharashtra Apex Corporation Limited. Further resolved that Sri AK Sinha, Managing Director be and is hereby authorised to sign the agreement of sale and execute all relevant documents, letters, deeds, etc., as may be required in this connection". 5. Accordingly, the composition deed came to be executed in favour of Maharashtra Apex Corporation Limited. Subsequently, the said property was put to public auction and the applicant is the successful bidder who has agreed to purchase the said property for a consideration of Rs. 22 crores 10 lakhs. 6. Now, he has paid the entire amount. 5. Accordingly, the composition deed came to be executed in favour of Maharashtra Apex Corporation Limited. Subsequently, the said property was put to public auction and the applicant is the successful bidder who has agreed to purchase the said property for a consideration of Rs. 22 crores 10 lakhs. 6. Now, he has paid the entire amount. In fact while seeking extension of time for payment of the balance amount in C.A No. 343 of 2007, on the basis of the joint memo filed by the company and the applicant the following order came to be passed: "The petitioner-company and the applicant/highest bidder jointly submit that the petitioner-company shall execute a registered sale deed in respect of the property bearing Sy. No. 235/A1A measuring 5 acres, 85 cents and Sy. No. 234/A2 measuring 0.31 acres, situated at Yeyyadi Padavu Village, Mangalore, free from all encumbrance jointly by the petitioner-company and M/s. Canara Steel Limited, the Khathadar for effectively conveying title in favour of the applicant highest bidder or any of his nominees and for the purpose of completing the formalities the time for depositing the balance of bid amount and executing the sale deed in respect of the property as aforesaid may be extended till 10th June, 2007. Wherefore, it is humbly prayed that this Honble Court may be pleased to direct the petitioner-company to execute the registered sale deed jointly with Canara Steel Limited, in respect of the property bearing Sy. No. 235/A1A to the extent of 5.85 acres and Sy. No. 234/2A to the extent of 0.31 acres of Yeyyadi, Padavu Village, Mangalore, free from all encumbrances in favour of the applicant or his nominees subject to his depositing the balance bid amount of Rs. 19.10 crores on or before 10th June, 2007, in the interest of justice". 7. It is after all this, the petitioner is insisting with one more resolution which is required to be passed by the General Body specifically permitting the Managing Director of Canara Steel Limited to execute the sale deed in favour of the applicant on the ground that under Section 293(1)(a) of the Act such resolution is necessary. Section 293(1)(a) reads as under: "Section 293. (1) ........ Section 293(1)(a) reads as under: "Section 293. (1) ........ (a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the company, or where the company owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking". 8. The Division Bench of this Court in the case of International Cotton Corporation (Private) Limited v Bank of Maharashtra and Another!, interpreting aforesaid provision has held as under: "Under Section 293(1)(a) of the Companies Act, 1956, what is prohibited is a sale, lease or disposition of the undertaking of the company without its consent. The word "undertaking" means any business or any work or project which one engages in or attempts as an enterprise analogous to business or trade. The business or undertaking of the company must be distinguished from the properties belonging to the company". 9. In the first place, to sell a property of the company no such resolution is required. However, in the instant case as per Annexure-R4, in the General Meeting of the shareholders, such a resolution was passed not only to alienate the undertaking but also the assets of the company. In that view of the matter, the insistence on the part of the applicant that one more resolution is required specifically mentioning the schedule property is without any substance. 10. As is clear from the aforesaid joint memo filed before this Court, the company has agreed to jointly execute the sale deed in respect of the schedule property in favour of the applicant along with M/s. Canara Steel Limited. That should satisfy the requirement and allay of the fears of the applicant. Now, it is for the applicant to get ready with the sale deed, the stamp duty and the registration fees for the same being duly executed and registered. On the applicant intimating the company, the company along with the Managing Director or a duly authorised representative of M/s. Canara Steel Limited shall execute the sale deed in favour of the applicant or his nominees conveying title in respect of the schedule property. 11. The High Court office is directed to pay the company the amount in deposit on the voucher being filed Rs. 16 crores 10 lakhs with any interest accrued thereon. Accordingly, C.A. No. 1051 of2007 is allowed. C.A. No. 391 of 2007 is disposed off