JUDGMENT : K.M. Thaker, J. In present Judges summons dated 16.4.2013 which is taken out after 20 years' delay and which is registered as Company Application No.170 of 2013, the applicant has prayed:- "2(A) Your Honour may be pleased to allow this Application and regularise the Sale Transaction of two plots of Non Agricultural Land bearing Survey No. 78 of 127 (private plot no.: 11 in Sector No.:3) & 78 of 128 admeasuring 4,231.86 Sq. Feet i.e. 393.14 Sq. Mtrs. & 78 of 128 (private plot no.: 12 in sector no.:3) of Village Kathriya, Nani Daman, now in boundary of Municipal Council of Daman, with rights of ways, trees, easements and appurtenances whatsoever, from M/s/Vitta Mazda Limited a Company incorporated under the Companies Act, 1956, and having it's Registered Office at Park View, Lunsikui, Navsari, 396445 vide a Registered Sale Deed bearing 1491 of 93 and 1492 of 93 respectively, which were executed between the parties on 24/12/1993 before the Sub Registrar of Daman. (B) Your Honour may be pleased to restrain the Respondent – O.L. of Vitta Mazda Ltd., from putting two plots of Non Agricultural Land bearing Survey No.: 78 of 127 (private plot no.: 11 in Sector No.:3) & 78 of 128 admeasuring 4,231.86 Sq. Feet i.e. 393.14 Sq. Mtrs. & 78 of 128 (private plot no.: 12 in sector no.:3) of Village Kathriya, Nani Daman, now in boundary of Municipal Council of Daman, with rights of ways, trees, easements and appurtenances whatsoever, from M/s/Vitta Mazda Limited a Company incorporated under the Companies Act, 1956, and having it's Registered Office at Park View, Lunsikui, Navsari, 396445. A Registered Sale Deed bearing 1491 of 93 and 1492 of 93 respectively, which were executed between the parties on 24/12/1993 before the Sub Registrar of Daman, till final disposal of this Application. (C) Your Honour may be pleased to direct the Respondent – O.L. of Vitta Mazda Ltd., to observe status quo, in respect to possession and title in respect to the two plots of Non Agricultural Land bearing Survey No.: 78 of 127 (private plot no.: 11 in Sector No.:3) & 78 of 128 admeasuring 4,231.86 Sq. Feet i.e. 393.14 Sq. Mtrs. & 78 of 128 (private plot no.: 12 in sector no.:3) of Village Kathriya, Nani Daman, now in boundary of Municipal Corporation of Daman, pending notice and admission of the Application." 2. Feet i.e. 393.14 Sq. Mtrs. & 78 of 128 (private plot no.: 12 in sector no.:3) of Village Kathriya, Nani Daman, now in boundary of Municipal Corporation of Daman, pending notice and admission of the Application." 2. The applicant has filed affidavit in support of the said summons wherein the applicant has averred, inter alia, that the applicant has purchased two plots of land, which, according to the applicant, are non-agricultural land. The parcels of land purchased by the applicant are plots bearing Survey No.78 of 127 (private plot No.11 in Sector No.3) & 78 of 128 (private plot no.12 in Sector No.3) admeasuring 4,231.86 Sq. Feet i.e. 393.14 Sq. Mtrs. The said plots, according to the applicant, are situate in the boundary of Municipal Council of Daman. It is also claimed that the applicant purchased the said plots from the respondent company, i.e. M/s. Vitta Mazda Limited. The applicant has also claimed that the sale deed between the constituted attorney of the applicant and the constituted attorney of the company, i.e. the owner of the land in question, was executed on 24.12.1993 and the sale deed came to be registered at Sr. No.1491 of 93 and 1492 of 93 in the register of Sub Registrar, Daman. 3. After having purchased the said parcels of land in December 1993, the applicant has taken out present application after delay of almost 20 years. 4. In support of present application, the applicant has averred in the affidavit dated 16.4.2013 that:- "(8) The Applicants have bonafidely purchased a piece of Non Agricultural Land bearing Survey No.: 78 of 127 (private plot no.: 11 in Sector No.:3) both plots are admeasuring 4,231.86 Sq. Feet i.e. 393.14 Sq. Mtrs & 78 of 128 (private plot no.: 12 in sector no.:3) of Village Kathriya, Nani Daman, now in boundary of Municipal Council of Daman, with rights of ways, trees, easements and appurtenances whatsoever, from M/S/Vitta Mazda Limited a Company incorporated under the Companies Act, 1956, and having it's Registered Office at Park View, Lunsikui, Navsari. 396 445. A Registered Sale Deed bearing 1491 of 93 and 1992 respectively was executed between the parties on 24/12/1993 before the Sub Registrar of Daman. They are covered by category (B) of the order. As the Applicants are residing at USA hence they could not came before the Hon. High Court for filing application for regularisation of transaction. 396 445. A Registered Sale Deed bearing 1491 of 93 and 1992 respectively was executed between the parties on 24/12/1993 before the Sub Registrar of Daman. They are covered by category (B) of the order. As the Applicants are residing at USA hence they could not came before the Hon. High Court for filing application for regularisation of transaction. Therefore, this present Application is filed for regularisation of the transaction of purchase of both plots by the Applicants. As the Applicant No.: 1 is residing at USA, he has executed Power of Attorney on 11/01/2013 at Navsari, when he came for short visit in India., in favour of two power of attorney holders namely (i) Mukesh Kantilal Kansara resident of 401, Janta Apartments, Station Road, Navsari. 396445. and (ii) Sanjay Ramesh Kansara residing at Patwa Sheri, Navsari. 386445. (9) The Applicant No.: 2 has expired at USA on 23/07/1998 at residence : 9129,-19½, Avenue Lemoore, CA, 93245. USA. A Certificate of Death of the Applicant No.: 2 Renuka Kishore Balsara is issued on 30/07/1998 by County of Fresno, Health Services Agency, Freshno, California. Therefore, being legal representative, husband and heir of the deceased – Second Applicant, the First Applicant has come forward in her place through his power of attorney. (10) The Applicant approached present advocate for advice Application is filed for regularisation of the transaction of purchase of both plots by the Applicants. On obtaining copy of Term and Conditions of Auction of Vitta Mazda Ltd., prepared in matter Company Petition No.: 126 of 1990 and Company Petition No.: 212 of 1994, it was found that the said plots which the Applicants have bonafidely purchased a piece of Non Agricultural Land bearing Survey No.: 78 of 127 (private plot no.: 11 in Sector No.:3) both plots are admeasuring 4,231.86 Sq. Feet i.e. 393.14 Sq. Mtrs. & 78 of 128 (private plot no.: 12 in sector no.:3) of Village Kathriya, Nani Daman, now in boundary of Municipal Council of Daman, with rights of ways, trees, easements and appurtenances whatsoever, from M/S/Vitta Mazda Limited a Company incorporated under the Companies Act, 1956, and having it's Registered Office at Park View, Lunsikui, Navsari. 396 445, are at Sr. No.: 76 & 77 respectively in Lot-I category consisting 168 plots. These are the same plots in Category Lot -I referred in Annexure-D above." 5. 396 445, are at Sr. No.: 76 & 77 respectively in Lot-I category consisting 168 plots. These are the same plots in Category Lot -I referred in Annexure-D above." 5. The application is opposed by the Official Liquidator on diverse grounds including the ground that the application is hit by vice of delay. 5.1. The other ground on which the Official Liquidator has opposed the application is in light of the provisions contained under Section 536 of the Companies Act, 1956. 5.2. Another ground on which the application is opposed by the Official Liquidator is that, at the relevant time, the property in question was under attachment by the Income Tax Department and that therefore, it could not have been sold and purchased. In view of the said fact, the Official Liquidator has opposed the application in light of the provisions contained under Section 281 of the Income Tax Act. 5.3. The Official Liquidator has filed report dated 4.9.2013 wherein it is averred that:- "3. It is submitted that Application suffers from vice of delay and Latches. Petition for winding up was presented in the year 1990. Winding up Order was passed in the year 1998. The Official Liquidator affixed the Notice about passing up of the winding up order at site and individual Notice was also send to the person who had claimed ownership of the Plot. 4. Pursuant to the Notice several person preferred Application to the Hon'ble Court for regularisation of Sale Transaction. Applications were rejected. Two Applicants whose Application were rejected preferred O.J.Appeal which are pending for final hearing. Several other persons also preferred Application for regularisation of Sale which were granted by the Hon'ble Court. The Official Liquidator has preferred O.J. Appeals which are pending. 5. The Official Liquidator invited bid for sale of Plot in the year 2003 and advertisement were also issued and published in daily News Paper for sale of the Plots. The Official Liquidator received bids and preferred O.L.R. Praying for sale confirmation in favour of highest bidder. The Hon'ble Court vide its Order dated 18th December 2004 did not confirm the sale. Application is preferred after 10 years from the date sale confirmation was rejected. On this ground alone application is liable to be rejected. 6. Perusal of the Sale Deed dated 24th December 1993 reveals that it is executed by so called Authorised Director Mr. Dara K. Deboo. Application is preferred after 10 years from the date sale confirmation was rejected. On this ground alone application is liable to be rejected. 6. Perusal of the Sale Deed dated 24th December 1993 reveals that it is executed by so called Authorised Director Mr. Dara K. Deboo. It is submitted that Company acts through authority of its Board of Directors. Limited Companies are governed by the provisions of Companies Act 1956. If act is required to be done or document is required to be executed by a Company it must be through an Authority of the Board which is generally granted by Resolution of the Board of Directors. It is submitted that for entering into any contract or executing any document particularly relating to immovable property Board of Director must pass a Resolution to affix Common Seal of the Company or pass Resolution authorising a Director to execute the Contract or document. It is submitted that it is settled position of Law that Resolution of the Board of Directors is necessary to execute the Sale Deed. It is submitted that no evidence is produced in this regard nor any averment is made in this regard in the pleadings. It is submitted therefore Sale Deed could not be treated as valid Sale Deed. In view of the same it can be said that Sale Deed is illegal and void and contrary to the provision of law and do not confer any title and as such Application is required to be rejected. 7. It is submitted that in an unreported Common Judgment and Order of the Hon'ble Court dated 27th September 2006 passed in Company Application No.345 of 2003 to Company Application No.354 of 2003 filed by several person against the Official Liquidator of Vitta Mazda Ltd. The Hon'ble Court in Para 19 has observed as under: "19. It is also required to be noted that all the sale deeds are executed by one Shri Deboo, alleged to be the authorised Director of the company. However, nothing is on record to show that any resolution was passed by the company and/or Board of Directors of the company authorising said Shri Deboo to enter into sale transaction for and on behalf of the company. However, nothing is on record to show that any resolution was passed by the company and/or Board of Directors of the company authorising said Shri Deboo to enter into sale transaction for and on behalf of the company. Considering the provisions of the Companies Act, more particularly, section 293(1), such a transaction without any resolution of the company is void and is a nullity." In view of the aforesaid in the present case also sale transaction is entered into without any resolution of the Company and as such transaction is void and illegal and not binding to the Company (In Liquidation) and sale is void and nullity. 8. It may be stated that on the date when the Transaction of sale had taken place Demand Notice ITCP-1 was served upon the defaulter (Vitta Mazda Ltd.) on 6/6/1993 and transaction has taken place in December 1993, the Transaction void under Section 281 of Income Tax Act 1961. It is submitted that attachment under Section 281 of the Income Tax has been considered by the Hon'ble Court in para 18 of its Judgment and Order dated 6th September 2002 in Company Application No.213 of 2000, Mr. Aspri F. Langrana v. O.L. of Vitta Mazda Ltd. Said Para 18 is reproduced hereunder: "18. The certificate produced by the Chartered Accountant at page 63 depicts that amount of Rs. 70,000/- each, totalling to Rs. 1,40,000/-, was paid in cash. The Court is not going into the aspect of validity of such transaction which may be held to be invalid on the ground of the amount being paid in cash, for the present, the Court is not to pronounce on the validity of that transaction. The Court is only considering as to whether on assumption that the transaction is true, the Court should grant reliefs as prayed for by the petitioners. In view of the fact that the transaction is subsequent in point of time to the service of notice as stated by Smt. N.J. Patel, Tax Recovery Officer, Valsad, in her affidavit, paragraph 2, and in view of the fact that an order under Section 281(1) is already passed, which is not challenged by filing an appropriate proceeding, and in view of the fact that 'statement of affairs' is not filed by Ex. Directors of the company and 'books of accounts' are not made available, any relief(s) as prayed for can be granted. Directors of the company and 'books of accounts' are not made available, any relief(s) as prayed for can be granted. The answer is 'no'. In the result, this application must fail." 9. It may be stated that Sale Deed produced at pages 18 to 36 and another Sale Deed produced at pages 37 to 53 were executed on 24th December 1993 are in violation of the Attachment order dated 6th June 1993 and is contrary to the provision of Section 281 of the Income Tax Act 1961. In this connection, attention of the Hon'ble Court, with respect, is invited to Case of Rushvi Estate And Investments Pvt. Ltd. v. O.L. of Shri Ambica Mills Ltd., Reported In [2001] Company Cases Vol. 105 at page 828. It is submitted that in that matter, the case before the Court had very grave facts as the Company in liquidation had given an undertaking to the Honourable the Supreme Court before initiation of the winding up petition to the effect that it will not alienate, charge or encumber, except with the leave of the Supreme Court any of the immovable assets. In spite of this, the Company entered into an agreement to sell properties of the Company including factory and godowns after the filing of the petition, and the Court was pleased to hold that the agreements amount to fraud and contrary to the injunction issued by the Honourable the Supreme Court and violative of section 293(1)(a) of the Companies Act as there was no resolution authorising the sale agreements. The Court therefore did not validate the transaction. It is submitted that in the present case also, the facts are similar inasmuch as there is a cancellation of Agreement and/or release of the Property and/or extinguishment of the right in respect of immovable property by a Director in whose favour there is no authorisation by the Company in liquidation to enter into such transaction. It is further submitted that other similarity in the facts of the present case and that of the Rushvi Estate's case [supra] is that the injunction granted by the Hon'ble the Supreme Court was in operation, while in the present case, the property was under attachment of the Income Tax Department and therefore, the transaction is void, illegal, not binding and do not confer any title on applicants. Perusal of Letter dated 31st October, 2000 which is enclosure to Letter dated November 1, 2000 being Exhibit 2 hereto will reveal that transaction of Plots are treated as void by the Income Tax Department. In view of the aforesaid position of Law and since the Property were under attachment of Income Tax Department, hence the Transaction is void and illegal." 6. Ms. Joshi, learned advocate, for Mr. Desai, learned advocate for applicant, has appeared for the applicant and she has relied on the details mentioned in the affidavit in support of the summons as well as the sale deed dated 24.12.2013 (Annexure-A Page 19 to 30). Ms. Joshi, learned advocate for the applicant, submitted that the applicant is bona fide purchaser of the lands in question and the sale of the lands in question is effected by way of registered sale deed and thereafter, appropriate entries in the revenue record have also been made. Learned counsel for the applicant submitted that the applicant purchased the land in question bona fide and without any ulterior intention. However, it is pertinent that at the time of hearing, learned advocate for the applicant could not and did not offer any explanation (except the details mentioned in the affidavit) as regards the inordinate delay caused in preferring present application. 6.1. Ms. Joshi, learned advocate for the applicant, relied on the common order dated 16.3.2006 passed by the Court in Company Application No.313 of 2003 and allied matters and submitted that in the said case, the Court has passed order regularising the sale and present applicant may also be granted similar relief. Except the said submission, any other contentions are not raised by learned advocate for the applicant. 6.2. It is necessary to mention that despite the fact that the Official Liquidator has opposed the application in light of the provisions contained under Section 536 of the Companies Act and Section 281 of the Income Tax Act, any submission with regard to the said provisions has not been made by the learned advocate for the applicant despite having been granted opportunity. 7. Mr. R.M. Desai, learned counsel for the Official Liquidator, has relied on the details mentioned in the affidavit dated 4.9.2013 and the Official Liquidator Report dated 5.9.2013 and on the provisions contained under the Companies Act and Income Tax Act. 7. Mr. R.M. Desai, learned counsel for the Official Liquidator, has relied on the details mentioned in the affidavit dated 4.9.2013 and the Official Liquidator Report dated 5.9.2013 and on the provisions contained under the Companies Act and Income Tax Act. Learned counsel for the Official Liquidator also relied on the observations made in certain orders which have been passed by the Court in connection with similar transactions whereby the land i.e. property of company in liquidation came to be sold to different purchasers, at different point of time, by a person styling himself as constituted attorney of the company in liquidation. Mr. Desai, learned counsel for the Official Liquidator, submitted that in view of the fact that at the relevant time the property was under attachment by Income Tax Department and even company petition being Company Petition No.126 of 1990 was already pending, the transaction in question is void and is hit by the provisions under Section 536 of the Companies Act and Section 281 of the Income Tax Act. The learned counsel for Official Liquidator also raised issue regarding payment of sale consideration to the company. 8. I have heard learned counsel for the applicant and Official Liquidator and I have examined the material on record. 9. At the outset, it is relevant to note that, (a) the disputed transaction is statutorily ab-initio void; (b) this application seeking post-facto validation of the disputed transaction is hit by vice of delay and laches; (c) the application suffers from delay of 20 years; (d) the delay exhibits not only neglect, but also depicts complete disregard to the provision of law-particularly the prohibition and restrictions prescribed by law; (e) any explanation – much less satisfactory explanation as regards inordinate delay is not offered; (f) there is no authorisation in favour of the person who executed the disputed sale-transaction; Re: Delay . This application is preferred after inordinate delay of almost 20 years since the date of disputed sale – transaction. 9.1 It is pertinent that the disputed sale – transaction was executed in December, 1993 whereas this application is taken-out in April, 2013. However, any explanation as regards such inordinate delay and cause thereof is not offered. 10. This application is preferred after inordinate delay of almost 20 years since the date of disputed sale – transaction. 9.1 It is pertinent that the disputed sale – transaction was executed in December, 1993 whereas this application is taken-out in April, 2013. However, any explanation as regards such inordinate delay and cause thereof is not offered. 10. The applicant, by this application, seeks that the disputed transaction – which was executed before almost 20 years (i.e. in 1993) and which, according to Section 536(2), is void ab-initio, may be validated after delay of 20 years. 10.1. Moreover, despite the fact that the transaction was executed in face of and in complete disregard to the provision under Section 536(2) of the Act, the applicant did not take any action for almost 20 years to get it validated in accordance with law and, even now, when after inordinate delay of 20 years, the application is preferred, any explanation as regards such long and inordinate delay of almost 20 years is not mentioned. 11. Actually, in such cases, i.e. when the disputed transaction is statutorily void ab-initio and the Court is requested to exercise discretionary jurisdiction to validate such transaction after such long delay, the degree of obligation to make out strong justification and sufficient cause by offering satisfactory explanation in support of the request to condone such inordinate delay, is always higher and stricter than in ordinary cases and in such cases, the Court would be obliged to be extremely circumspect and the Court should exercise the discretion and jurisdiction judiciously. 11.1. In absence of any explanation – much less satisfactory explanation–As regards the inordinate delay of almost 20 years, coupled with failure to make out sufficient cause, the Court, in present case, finds no justification to condone such inordinate delay of almost 20 years and entertain the application. 12. There are other reasons also, which do not allow the Court to grant this application – rather they persuade the Court to reject the application. 12.1. One of such reasons is that there is sheer neglect on the part of the applicant and such neglect also reflects disregard towards statutory prohibition or restriction and conscious violation of provisions under the Act. 12.2. After having executed statutorily ab-initio void transaction, the applicant, for inordinately long time did not care to seek validation in accordance with law. 12.3. One of such reasons is that there is sheer neglect on the part of the applicant and such neglect also reflects disregard towards statutory prohibition or restriction and conscious violation of provisions under the Act. 12.2. After having executed statutorily ab-initio void transaction, the applicant, for inordinately long time did not care to seek validation in accordance with law. 12.3. It is relevant to mention that when during the above referred long span of 20 years, the applicant got opportunity to take appropriate and necessary action, the application did not bother to take any action. 12.4. In this context, it is pertinent that as back as in July 2003, a Public Notice for auction sale was issued and even at that stage, though the applicant had opportunity to take necessary action and make appropriate application in accordance with relevant provision or immediately thereafter or within reasonable time thereafter, the applicant did not take any action and now after inordinate delay this application is taken out without offering any satisfactory explanation and without making out sufficient cause to convince the Court to condone such long delay. 12.5. Even if only that part of delay which is caused from the date of the Notice is considered (and prior delay is not taken into account), then also delay of almost 10 years (after the said public notice was issued in July, 2003) is caused and any explanation as regards such inordinate delay of 10 years is not offered and any case to condone the delay is not made out. 12.6 Under the circumstances, the application, in view of this Court, must fail and it accordingly fails on this ground and for this reason. 13. Moreover, the applicant has failed to make out any case on merits also. Re- Ab-initio void transaction. 14. So as to consider and appreciate the rival submissions made by the applicant and the Official Liquidator and the request made in present application, it is relevant and necessary to take into account the provisions under Section 536 and Section 441 of the Companies Act, 1956, which read thus:- "Sec 536 - Avoidance of transfers, etc., after commencement of winding up. (1) In the case of a voluntary winding up, any transfer of shares in the company, not being a transfer made to or with the sanction of the liquidator, and any alteration in the status of the members of the company, made after the commencement of the winding up, shall be void. (2) In the case of a winding up by or subject to the supervision of the Court, any disposition of the property (including actionable claims) of the company, and any transfer of shares in the company or alteration in the status of its members, made after the commencement of the winding up, shall, unless the Court otherwise orders, be void. Sec 441 - Commencement of winding up by Tribunal. (1) Where, before the presentation of a petition for the winding up of a company by the Tribunal, 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 Tribunal, 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. (2) In any other case, the winding up of a company by the Tribunal shall be deemed to commence at the time of the presentation of the petition for the winding up." (Emphasis supplied) 14.1. According to the provision under Section 536 of the Companies Act, any transaction, which is made after the commencement of winding-up proceedings/during the pendency of the petition, are per-se and from inception void. 14.2. Differently put, by virtue of the provision such transaction, immediately on its execution, i.e. from its birth itself, becomes void and would remain void until (and unless) it is validated and regularised by the Court. 14.3. It is pertinent that the provision does not postulate or does not contemplate requirement of any separate order (i.e. any separate declaration) declaring such transaction void (i.e. the transaction entered into and executed during the winding-up/liquidation proceedings, void) and such transaction, from inception, automatically and immediately on its execution becomes void and remains void by virtue of the provision under the Act and by operation of law and such transaction would need a special, specific and express order by the Court (i.e. order validating the transaction) to become legal and valid. 14.4. 14.4. It is also pertinent that according to the provision under Section 441 of the Act, the process/proceedings for winding-up commences (is deemed to have commenced) from the date of presentation of the petition in the Court. 14.5. In this context, it is necessary to note that the Company Petition No.126 of 1990 appears to have been filed on or around 14.8.1990 and it is not in dispute that the winding up order came to be passed on 27.8.1998 and in that very order, it is observed that the order will relate back to and will take effect from 14.8.1990. The relevant part of the said order dated 27.8.1998 reads thus:- "13. Accordingly Vitta Mazda Ltd. is ordered to be wound up under the provisions of Section 433 and 434 of the Companies Act, 1956. In view of the provisions of Section 441(2) of the Companies Act, 1956, it is clarified that this order shall relate back to 14.8.1990 when Company Petition No.126 of 1990 was presented before this Court." 14.6. Thus, in view of the said order, the order of winding up is deemed to have been passed w.e.f. 14.8.1990. Hence, the winding-up proceedings, in present case, commenced w.e.f. 14.8.1990 and at the material point of time (i.e. when the transaction was executed), the winding-up petition/proceedings was pending (and it is still pending). 14.7. Even otherwise, according to the provisions under the Act (i.e. Section 441 of the Act), the proceedings would relate back to the date on which the petition seeking order of winding-up under Section 433 and Section 434 of the Act is submitted in the Court. 14.8. Thus, it is beyond doubt that in present case, the transaction in question came to be executed during pendency of the petition (inasmuch as the transaction was entered into and executed in December-1993) and that therefore, in present case, the transaction in question is hit by Section 536 r.w. Section 441 of the Act and by virtue of the provision under Section 536 of the Act, the transaction is statutorily ab-initio void from inception, i.e. from its birth. 14.9. In this view of the matter, it will take/require a special and separate order by the Court validating the transaction, to become a legal and valid transaction. 15. 14.9. In this view of the matter, it will take/require a special and separate order by the Court validating the transaction, to become a legal and valid transaction. 15. Besides the fact that the transaction is hit by Section 536(2) of the Act, the transaction is also hit by provision under Section 281 of the Income Tax Act, which read thus:- "281. Certain transfers to be void:- (1) Where, during the pendency of any proceeding under this Act or after the completion thereof, but before the service of notice under rule 2 of the Second Schedule, any assessee creates a charge on, or parts with the possession (by way of sale, mortgage, gift, exchange or any other mode of transfer whatsoever) of, any of his assets in favour of any other person, such charge or transfer shall be void as against any claim in respect of any tax or any other sum payable by the assessee as a result of the completion of the said proceeding or otherwise: Provided that such charge or transfer shall not be void if it is made - (i) for adequate consideration and without notice of the pendency of such proceeding or, as the case may be, without notice of such tax or other sum payable by the assessee; or (ii) with the previous permission of the [Assessing] Officer. (2) This section applies to cases where the amount of tax or other sum payable or likely to be payable exceeds five thousand rupees and the assets charged or transferred exceed ten thousand rupees in value." 15.1. According to the provision, if the assessee parts with property (i.e. his/its assets) or its possession during pendency of proceeding, then such transfer shall be void against the claim for tax unless it falls under the exception mentioned in the proviso. In present case, the assets of the company were under attachment of the tax authority/department and that therefore, the property and its possession could not have been parted. However, it may be contended that in this proceedings provisions of other Act cannot be considered. In present case, the assets of the company were under attachment of the tax authority/department and that therefore, the property and its possession could not have been parted. However, it may be contended that in this proceedings provisions of other Act cannot be considered. Even if the provision under Section 281 of the Income Tax Act and its effect on the disputed transaction are not brought in picture and is not taken into account, then also below mentioned facts stare in the face of the petitioner:- (a) actually, in view of provision under Section 536(2) of the Act, the sale is statutorily void ab-initio, (b) besides this, there is inordinate delay of 20 years – since the date of sale or 10 years' delay since the order by the Court rejecting request to approve auction sale, (c) moreover, there is complete absence of explanation as regards the delay/cause for delay and any ground which may make out sufficient cause, (d) any material to establish that the disputed transaction was entered into and executed bona fide is not placed on record, (e) any material to satisfy the Court that the transactions are not made by way of preferential or fraudulent transfer and that the buyer is not "preferred buyer", (f) there is nothing on record to establish that any resolution to authorise Mr. Deboo and/or to sell the said two plots (or any property of the company) and any resolution approving the price and authorising execution of sale deed, is not available on record, (g) there is no material to show and prove receipt of sale consideration in the account of the company. Even if the said provision is not taken into account for any other purpose, it would be relevant to examine petitioner's claim that he is bona fide purchaser of the said two properties. In this context, it is relevant to mention that before purchasing any property any prudent purchaser would make inquiry about the clear title of the property and will also find out as to whether the property is under attachment or not. Not only the principle "Buyer Beware", but the provision under Section 3 of the Transfer of Property Act would oblige the buyer to find out all relevant details about the property since subsequently later on the buyer cannot be heard to say that he is bona fide purchaser. Not only the principle "Buyer Beware", but the provision under Section 3 of the Transfer of Property Act would oblige the buyer to find out all relevant details about the property since subsequently later on the buyer cannot be heard to say that he is bona fide purchaser. Only acts and precaution taken by the buyer would establish as to whether he is bona fide purchaser or not and merely by claiming itself to be bona fide buyer, one does not become a bona fide buyer. In present case, the petitioner has failed to show anything to satisfy the Court that the petitioner is bona fide buyer and not a preferred or preferential buyer. The petitioner does not appear to have taken, and in case, has not demonstrated that he had taken even basic and primary precautions–As a prudent purchaser – before purchasing the two plots in question. The petitioner has failed to establish that he had acted as a prudent purchaser and that he had taken any steps, as a prudent purchaser would take, before purchasing any property and that too from a body corporate. Thus, the petitioner has failed on this count also i.e. in establishing that he is a bona fide purchaser and not a preferred or preferential purchaser. 16. As mentioned earlier, in view of the facts of this case and in light of Section 536 of the Act, the transaction concerning property/assets of a company (against which liquidation/winding-up proceeding is pending) is void ab-initio because it was entered into and executed after initiation of winding-up proceedings and during pendency of winding-up petition and the said transaction shall continue to be void and shall always remain void unless and until it is expressly approved and validated by Court by a separate and specific order. 16.1. The Court, in such cases, cannot and would not pass such order/declaration validating the transaction lightly and readily or mechanically and casually. 16.2. 16.1. The Court, in such cases, cannot and would not pass such order/declaration validating the transaction lightly and readily or mechanically and casually. 16.2. Ordinarily, while considering such request, i.e. the request to validate the sale which is statutorily void ab-initio, the Court would inquire about the circumstances which were considered by the company (if at all considered and recorded in the minutes of the meetings) for selling any property i.e. the circumstances which compelled or persuaded the company to sell its property and the factors the company considered while resolving to sell the property and while selecting particular buyer/person, and the criteria applied for determining (i.e. selecting) the buyer and for examining the comparative prices and whether the property was sold abruptly to one person without inviting and considering comparative offers and without ascertaining market value. The Court would also require the decision (in form of resolution) taken by the company during its Annual General Meeting or by the Board of Directors (if so provided in the Articles and Memorandum of Association) resolving to sell the property in question for such amount as found fair, just and proper in light of market value of the property. The Court would consider all relevant factors and above everything else, the Court shall examine the bonafides of the company. 16.3. So far as the applicant before the Court is concerned, above every other details and material, it would be imperative to satisfy the Court about bonafides and that there is no "fraudulent transfer" and the buyer is not a "preferential and preferred buyer." 16.4. The property being custodia legis, it is Court's obligation to consider several aspects and to satisfy itself that entire transaction is bona fide and that there is no "fraudulent preference" attached to the disputed transaction i.e. the transaction does not involve preference qua the buyer or preference qua the price, and also about the circumstances which necessitated the sale during pendency of winding-up proceedings. 17. Such scrutiny and examination is necessary not only to demonstrate proper and due application of mind and for being satisfied about the bonafides but also because during the pendency of winding-up proceedings the assets of the company are custodia legis and it is Court's duty to protect and secure interest of the company, the shareholders, the secured and unsecured creditors and the workmen. Therefore, without carefully examining all relevant aspects, Court cannot and should not pass order validating void transaction. 17.1 As mentioned earlier, the transactions in present case are void. Needless to state that for considering relevant aspects, so as to reach just and proper conclusion in connection with the request for validating the sale transaction, sufficient material should be available on record and mere assertion about payment–And in given case even mere payment – is not sufficient to establish bonafides. However, in present case, there is no material on record to satisfy the Court about relevant aspects viz. about the bonafides and/or about the market value of the property and/or about the need and justification to sell the company's assets. Any material to convince the Court that there is no fraudulent preference/transfer and that the purchaser is not a preferred buyer and/or any material to satisfy the Court that the property was not sold at price lower than the market value is also not placed on record. Differently put, there is nothing on record to persuade the Court that this is a fit case to exercise the discretion and validate the transaction. Re : Absence of proper authorization:- 18. Besides the above mentioned aspects, it is also relevant to mention that even Board of Directors cannot sell and dispose off company's assets and properties without consent of the company which can be granted/obtained by way of company's resolution in its General Meeting. In the event, the Articles and Memorandum of Association duly confers requisite authority and power to the Board, then in that event also, the properties and assets of the company cannot be sold off without passing appropriate resolution resolving to sell identified property and recording the reasons to dispose off the property, more so, when winding-up proceedings/petition is pending. Moreover, if any particular person is to be authorised for completing the process, then appropriate resolution conferring/delegating such authority in his favour should be passed and any person – even one of the Directors – cannot act on his own without such delegation of authority by way of proper resolution. Thus, in absence of proper resolution (by the company/Board of Directors) resolving to sell the land and resolving to delegate the work to a constituted attorney and authorising Mr. Thus, in absence of proper resolution (by the company/Board of Directors) resolving to sell the land and resolving to delegate the work to a constituted attorney and authorising Mr. Deboo as the constituted attorney and in absence of resolution approving the price and the sale of the said plots the sale cannot be said to be duly authorised in accordance with law by the company without proper authorisation by way of appropriate and requisite resolution, the transaction could not have been entered into and executed by said Mr. Deboo. It is pertinent that the company/Board of Directors does not appear to have passed appropriate and requisite resolution resolving/addressing/dealing with the above mentioned and other relevant aspects. 18.1. The fact that the company has not made any reference of the transaction in any official record (including the reference about receipt – if at all received – of sale consideration) about the disputed transaction lends support to Official Liquidator's objection and it appears that necessary action in accordance with law to sell company's assets were not taken. 18.2. When there is statutory prohibition and when in view of the provision the disputed transactions are ab-initio void, then the applicant cannot expect–And that too after delay of almost 20 years – that the Court would validate the transaction without even asking for and examining relevant material/documents e.g. authorization, resolution/s, etc. 18.3. With reference to the issue about sale of company's asset, it is relevant to take into account at this stage that in present case, the transaction is said to have been effected by the constituted attorney of the company, i.e. one Mr. Dara K. Deboo, who has described himself as director of the company and that most of the assets/parcels of land of company which are sold off, have been disposed by one director claiming to be company's constituted attorney and in present case also, the disputed sale (i.e. the sale disputed in present case) deed is also executed by the same director/constituted attorney. 18.4. Though it is claimed that the person who executed the (so-called) sale deed is company's Constituted Attorney, any resolution by the company resolving to appoint said Mr. Deboo as Constituted Attorney of the company for the said purpose and resolving to confer/delegate requisite authority in favour of said Mr. Deboo is not placed on record and there is no material to establish that said Mr. Deboo as Constituted Attorney of the company for the said purpose and resolving to confer/delegate requisite authority in favour of said Mr. Deboo is not placed on record and there is no material to establish that said Mr. Deboo was properly appointed as company's Constituted Attorney for the said purpose. 18.5. It is also pertinent that even said Mr. Deboo has not come forward and has not placed any resolution (passed by the company) on record to establish the said aspect. However, what is more important and relevant is the fact that any resolution resolving to put up the said plots or any other plot(s) for sale and any resolution nominating/appointing said Mr. Deboo as constituted attorney and authorising him to decide the price and/or to sell the said plots or company's any property and/or any resolution approving the price for sale and/or approving the sale of the two plots viz. Survey Nos.78 of 127 and 78 of 128 is not placed on record. 18.6. Actually, it is not even claimed that any resolution was ever passed by the company/Board of Directors. 18.7. In absence of proper resolution resolving to confer/delegate necessary authority in favour of Mr. Deboo and in absence of resolution appointing him as Constituted Attorney with requisite authority, the said person did not derive/acquire authority to act in name of and on behalf of the company and to enter into/execute the deed in name of and on behalf of the company. 18.8. There is clear, conspicuous and undisputed absence of such resolution and requisite authorization. Thus, the execution of the deed is without proper authorization. 18.9. Moreover, in the first place there is no resolution by the company resolving to sell its assets – particularly the said two plots. 18.10. In absence of such resolution, even otherwise, the assets – said plots – could not have been sold. 18.11. Even post facto resolution ratifying the disputed transaction is also not on record. 18.12. It is not even claimed that such resolutions were ever passed. 18.13. Thus, the disputed transactions are without proper authorization. 18.14. The disputed transactions are executed in absence of and without proper authority duly conferred/delegated in favour of said person by passing appropriate and requisite resolution. Even post facto resolution ratifying the disputed transaction is also not on record. 18.12. It is not even claimed that such resolutions were ever passed. 18.13. Thus, the disputed transactions are without proper authorization. 18.14. The disputed transactions are executed in absence of and without proper authority duly conferred/delegated in favour of said person by passing appropriate and requisite resolution. Any material to establish that proper and requisite resolutions were passed and requisite authority was duly and properly conferred/delegated in favour of said person and thereafter the disputed transactions were executed is not placed on record. 18.15. In light of the aforesaid facts and for the foregoing reasons, the disputed transaction do not deserve to be and cannot be accepted, approved and validated. 19. Since any material, to establish that proper resolution/s were passed and proper authorisation was granted, is not placed on record and since the inordinate delay is not satisfactorily explained and any cause to condone delay is not made out (actually there is no such request also in the summons), the Court is not convinced to and not inclined to validate the disputed transactions. There is no justification to grant applicant's request. 20. Now, so far as the common decision dated 16.3.2006 in Company Application No.313 of 2003 and allied matters on which the learned advocate for the petitioner relied is concerned, it is relevant to mention that the facts of present case are considerably different from the facts in the cited decision i.e. in case of Company Application No.313 of 2003 and allied cases, particularly with regard to the payment of sale-consideration. The said decision and the aforesaid distinguishing aspect was considered in a subsequent common decision dated 27.9.2006 in Company Application No.345 of 2003 wherein the Court observed that:- "18. In backdrop of above legal position, this Court is required to consider, whether the applicants have been able to satisfy this Court with regard to genuineness of the sale transactions and that whether they have purchased the same for value. It is to be noted that none of the applicants have produced any evidence to show how the payment for sale transaction was made to the company. On considering the sale deed, nowhere it is mentioned how the sale consideration is paid. It is to be noted that none of the applicants have produced any evidence to show how the payment for sale transaction was made to the company. On considering the sale deed, nowhere it is mentioned how the sale consideration is paid. In some of the sale deeds, in last paragraph, it is stated and acknowledged that the amount has been received, however, no particulars are given how the payment is made. Even in some of the sale deeds, such an acknowledgment is also not there. It is the contention on behalf of the applicants that they might have paid the sale consideration by cash. However, no particulars are given by any of the applicants how the payment for consideration was made. It is also required to be noted that the payment of more than Rs. 10,000/- by cash is not permissible under the law. Under the circumstances, the applicants have miserably failed to satisfy this Court that they have purchased the plots in question for value. It is also required to be noted that the Official Liquidator has specifically denied that the company had received the sale consideration. It is required to be noted that none of the Directors have submitted any statement of affairs and even relevant records of company are also not available with the Official Liquidator. The accounts of the company and the relevant records are not traceable and/or not available with the company. Therefore, there is no evidence and/or material with the Official Liquidator and/or even with the applicants to show that the actual sale consideration has been received by the company and was deposited in the bank accounts of the company. The learned advocate appearing on behalf of the respective applicants has heavily relied upon the order passed by this Court (Coram: R.M. Doshit, J.) dated 24-11-2005/16-3-2006 passed in Company Application No.313 of 2003 and other cognate applications by contending inter alia that similar sale transactions with regard to some of the plot of survey No.78/the sale deeds are regularized. However, it is required to be noted that in the case before this Court (Coram: R.M. Doshit, J.), there was material before this Court with regard to payment of sale consideration and it is observed by this Court as under: "In the present matters, the applicants have purchased the concerned parcels of the said land Survey No.78 by registered sale deed. It is the case of the applicants that they had paid the sale consideration in full by cheque/demand draft" Thus, there was material before this Court (Coram: R.M. Doshit, J.) with regard to payment of sale consideration. However, as stated above, in the present case, the applicants have miserably failed to prove that they have actually paid the sale transaction and how the sale consideration was paid." 20.1. In present case also, there is no material on record to establish that the sale consideration was actually paid to the company and, more important, that the sale consideration was actually received by the company in its account. 20.2. Furthermore, in this case, the application is hit by the vice of laches and inordinate delay. Besides this, the defect regarding the authorisation was not raised and considered in the said case. Here in present case, it has emerged that the disputed transaction was executed without proper authorisation and any material to prove otherwise is not placed on record. On examination of the said order, it emerges that the facts of that case and facts of present case are different and that therefore, the said decision does not help the case of the applicant. Moreover, learned counsel for the Official Liquidator has submitted that the said order is under challenge before this Court and the OJ Appeal challenging the said order is pending. 21. In absence of requisite resolution and proper authorization, the impugned transaction and the sale-deed cannot be enforced against the company and the official liquidator and the impugned transaction would not bind the official liquidator. Besides this, any justification to approve and validate the impugned transaction is not made out. 22. The applicant has failed to make out any case. There is no justification to accept and grant the applicant's request which is hit by inordinate delay of 20 years. Having regard to the facts of this case and on overall consideration of the aspects and details discussed herein above earlier and for the foregoing reasons, the Court is not inclined to accept present application and the Court is also not inclined to grant the request and the declaration prayed for in present application, i.e. regularise the Sale Transaction of two plots of Non Agricultural Land bearing Survey No.: 78 of 127 (private plot no.: 11 in Sector No.:3) & 78 of 128 admeasuring 4,231.86 Sq. Feet i.e. 393.14 Sq. Feet i.e. 393.14 Sq. Mtrs. & 78 of 128 (private plot no.: 12 in sector no.:3) of Village Kathriya, Nani Daman, now in boundary of Municipal Council of Daman, with rights of ways, trees, easements and appurtenances whatsoever, from M/s Vitta Mazda Limited a Company incorporated under the Companies Act, 1956, and having it's Registered Office at Park View, Lunsikui, Navsari. 396 445 vide a Registered Sale Deed bearing 1491 of 93 and 1492 of 93 respectively, which were executed between the parties on 24/12/1993. The application deserves to be rejected. Consequently, present application fails and stands disposed of accordingly. Application dismissed.