JUDGMENT 1. The first two applications, namely Comp.A.Nos. 248 and 337 of 2012 are filed by the learned Official Liquidator seeking identical reliefs to restrain the respondents in these applications from selling, alienating, encumbering, transferring or in any manner creating any third party rights, title or interest in the property situate at No.42-B, Chowringhee Road, Calcutta and for various other incidental reliefs. Though the reliefs sought in both applications are in respect of the same property, the persons against whom these reliefs are sought, are different. In Comp.A.No.248 of 2012, the relief is sought against one Mr.Amarnath Shroff. In Comp.A.No.337 of 2012, the relief is sought against a company by name Chowringhee Residency Private Limited. The third application namely, Comp.A.No.815 of 2013 has been filed by a creditor, who is a third party to the proceeding, seeking to implead themselves as a party respondent in Comp.A.No.337 of 2012. 2. Apart from the relief sought in respect of the property described above, the Official Liquidator is also seeking certain other reliefs, against the respondent in the second application. Since the scope of the arguments in both the applications revolve around the nature of the reliefs sought, it is necessary to extract the prayers in both these applications. 3. In Comp.A.No.248 of 2012, the reliefs sought are as follows: "(i) to direct the respondent, his agents, servants, assigns and or any person acting or purporting to act through or under him be restrained by an order of interim injunction of this Court from selling, alienating, encumbering, transferring, and or in any manner creating any third party rights, title or interest in respect of the property situated at No.42B, Chowringhee Road, Calcutta admeasuring 93.5 Cottahs as stated in the report; (ii) to direct the respondent to hand over all the shares certificates relating to the companies mentioned in para 6 of the report; (iii) to direct the respondent to make statement on oath as to whether any benefit was derived during the period when he held the shares." 4. In Comp.A.No.337 of 2012, the reliefs sought are as follows: "(i) to direct the respondent, its agents, servants, assigns and or any person acting or purporting to act through or under him be restrained by an order of interim injunction of this Court from selling, alienating, encumbering, transferring and or in any manner creating any third party rights, title or interest and carrying out any construction activity whatsoever it may be on the above property situated at No.42B, Chowringhee Road, Calcutta admeasuring 93.5 Cottahs as stated supra; (ii) to direct the respondent to produce all the statutory records from the year 1997 to till date in respect of 5 companies viz., SPA Electricals Private Limited, SPA Tea Private Limited, SPA Lease and Finance Private Limited, STB Leasing and Finance Private Limited and Sowmya Vaniya Pvt. Limited which has come in its possession consequent upon its merger for examination of this Court for ascertaining the truth about the manner in which the shares had been dealt with; (iii) to lift the corporate veil of the respondent-company for finding out the actual beneficiary of the company; and (iv) to direct making good the loss suffered by the applicant company in liquidation." 5. While Comp.A.No. 248 of 2012 was filed on 08.3.2012, Comp.A.No. 337 of 2012 was filed on 29.3.2012. In the first application, this Court ordered notice on 13.3.2012 and also granted an interim order of injunction. Similarly, when the next application came up on 30.3.2012, this Court granted an injunction even in that case, though they are in respect of the very same property. 6. It appears that as against the ex parte interim orders of injunction granted on 30.3.2012 in Comp.A.No.337 of 2012, the respondent in Comp.A. No.337 of 2012 filed an appeal in OSA No.152 of 2012. The Division Bench appears to have admitted the appeal and granted an interim stay of the order of injunction on 19.4.2012. Thereafter, the appeals appear to have been disposed of with a direction to this Court to take up the applications and hear the parties and dispose them of in accordance with law. Therefore, the above applications were taken up for hearing and I have heard Mr.T.K.Seshadri, learned senior counsel appearing for the Official Liquidator, Mr.P.H.Arvind Pandian, learned senior counsel appearing for the respondent in the first application and Mr.Arvind P.Datar, learned senior counsel for the respondent in the second application. Therefore, the above applications were taken up for hearing and I have heard Mr.T.K.Seshadri, learned senior counsel appearing for the Official Liquidator, Mr.P.H.Arvind Pandian, learned senior counsel appearing for the respondent in the first application and Mr.Arvind P.Datar, learned senior counsel for the respondent in the second application. I have also heard Mr.Rahul Balaji, learned counsel appearing for the applicant, in Com.A.No.815 of 2013. 7. The averments forming the basis of the above applications, as culled out from the report of the learned Official Liquidator, are as follows: (a) A company by name Ushta-Te-Biotech Industries Limited, incorporated in the State of Tamil Nadu, first changed its name to DSQ Biotech Limited. The name was subsequently changed to Origin Agrostar Limited and a fresh certificate of incorporation issued on 25.9.2001; (b) C.P.No.43 of 2005 was filed by a company by name M/s. Tata Honeywell Limited, a creditor of Origin Agrostar Limited, praying for winding up the said company. By an order dated 16.3.2007, the company petition was allowed and Origin Agrostar Limited was directed to be wound up; (c) When the Official Liquidator attempted to take possession of the registered office of the company in liquidation, it was found that the office had been sealed by the customs department. The Ex-Directors of the company did not also file any statement of affairs. Therefore, the Official Liquidator filed an application for prosecution in terms of Section 454 in Comp.A.No. 2798 of 2008; (d) In Comp.A.No.2798 of 2008, notices were ordered, but they could not be served on the Ex-Directors. Eventually, it was found that one of the Ex-Directors by name Dinesh Dalmia was an under-trial prisoner; (e) In the meantime, the Official Liquidator was served with a copy of the notice of motion No.452 of 2012 in a Suit No.3954 of 2003 on the file of the High Court of Bombay. The notice of motion had been taken out by a company by name Windsor Biogen Private Limited, praying for setting aside the consent terms dated 14.6.2007 filed by the parties to the suit, on the basis of which a consent decree had been passed by the Court on 02.7.2007. The notice of motion had been taken out by a company by name Windsor Biogen Private Limited, praying for setting aside the consent terms dated 14.6.2007 filed by the parties to the suit, on the basis of which a consent decree had been passed by the Court on 02.7.2007. As a matter of fact, Windsor Biogen Private Limited had earlier taken out an application in Comp.A.No.2209 of 2007 under Section 446 seeking permission to prosecute the civil suit No.133 of 2007 on the file of the High Court of Calcutta for recovery of Rs.9,96,77,644/-. Leave was granted in that application by order dated 11.9.2007; (f) From the materials that could be culled out from those suits, it appeared that the company in liquidation had made investments for the purchase of shares of several companies, as reflected under the heading "investments" in the balance sheet for the year 1996-97. Schedule 7 to the balance sheet for the year 1996-97 showed that the investments in shares amounted to Rs.174.49 lakhs as on 30.9.1996 and the amount went up to Rs.254.23 lakhs as on 31.12.1997; (g) The details regarding issued capital of those five companies, namely SPA Electricals Private Limited, SPA Tea Private Limited, SPA Lease and Finance Private Limited, STB Leasing and Finance Private Limited and Sowmya Vaniya Pvt. Limited and the number of shares to which the company in liquidation had subscribed, showed that the company in liquidation had 23.73% of the holding in all the five companies put together; (h) Those five companies, along with nine other companies jointly owned a property bearing premises Nos.42A, 42-B and 42(1) at Chowringhee Road, Calcutta, all the three of which had later been re-numbered as 42-B. The total area of the land measures 93.5 cottahs. In view of 23.73% of shareholding that the company in liquidation had in those five companies, the entitlement of the company in liquidation to the land would come to 8.32%; (i) Mr.Amarnath Shroff, the respondent in Comp.A.No.248 of 2012 appears to have entered into an agreement for the sale of those shares to a company by name Hotel and Resorts Ventures Private Limited under an agreement dated 20.9.1997. This was on the basis of a Power of Attorney allegedly granted to Amarnath Shroff by the company in liquidation and the sale consideration was indicated as Rs.48,25,00,000/-, which was divided into two portions, one for Rs.34.00 Crores representing the price for the sale of shares on the basis of spot delivery and another for Rs.14,25,00,000/- towards the discharge of the liability of the company. One of the conditions stipulated in the agreement of sale dated 20.9.1997 was that if the liability of the company was less than Rs.14,25,00,000/-, then the price for the shares will stand increased to an equivalent extent; (j) The agreement holder Hotel and Resorts Ventures Private Limited had paid a sum of Rs.5.00 Crores as Earnest Money to Amarnath Shroff. As per the agreement, 50% of the sale consideration was to be paid in September 1999 and 50% of the shares of the company in liquidation in the above five companies were to be transferred in part performance in Escrow Account as security; (k) Once the purchaser paid the amount mentioned as above, the transfer is to take place. The respondent in Comp.A.No.248 of 2012 also received further payments and by virtue of its shareholding in those five companies, the company in liquidation is entitled to receive its share; (l) In the course of hearing of suit No.3954 of 2003 on the file of the Bombay High Court, a compromise was entered into as per the consent terms dated 14.6.2007. The High Court of Bombay passed a decree as per the consent terms on 02.7.2007. The name of the company in liquidation is shown as Defendant No.24. The High Court of Bombay passed a decree as per the consent terms on 02.7.2007. The name of the company in liquidation is shown as Defendant No.24. Interestingly, the address of the registered office of the company in liquidation was shown as 11-1, Chowringhee Terrace, Ground Floor, Calcutta in that suit; (m) Since the above company has been ordered to be wound up on 16.3.2007, the Official Liquidator alone was competent to represent the company in liquidation in any proceedings before any Court and hence, respondent in Comp.A.No.248 of 2012 could not have represented the company in liquidation as Power Agent, after the date of the winding up order; (n) Since the respondent in Comp.A.No.248 of 2012 represented the company in liquidation after the order of winding up and suffered a consent decree, it is null and void and the interest of the company in liquidation, in the property is to be protected; and (o) The respondent in Comp.A.No.248 of 2012 was one of the Directors in all companies in which the company in liquidation held shares. Therefore, he had devised a mechanism to deprive the benefits of the shares to the company in liquidation, by getting those five companies amalgamated with a company by name Diamond Empire Estates Private Limited. 16 companies had merged with the said company and the Scheme of Amalgamation was sanctioned by the High Court of Calcutta on 18.3.2009. The appointed date of the Scheme was 01.4.2008 and the Scheme became effective on 05.10.2009. By the Scheme of Amalgamation, three adjoining properties, namely, (i) Plot No.42-B, Chowringhee Road, (ii) 3/1, Middleton Street, and (iii) 7 Little, Russel Street, have all merged together, for the purpose of development of a mega residential project. After amalgamation, the name of Diamond Empire Estates Private Limited was changed to Chowringhee Residency Private Limited, which is the respondent in Comp.A.No.337 of 2012. The respondent in Comp.A.No.248 of 2012 holds 62,455 shares and is also a Director in the other company. Since he also acted as the Power Agent of the company in liquidation and he had abused his position, it is necessary to lift the corporate veil for ascertaining the actual beneficiary. Since upon amalgamation, all the records and Registers would go to the amalgamated entity, they should be directed to furnish the statutory records of those five amalgamated companies also. 8. Since upon amalgamation, all the records and Registers would go to the amalgamated entity, they should be directed to furnish the statutory records of those five amalgamated companies also. 8. Mr.Amarnath Shroff, who is the respondent in Comp.A.No.248 of 2012, has filed a counter affidavit. Similarly, Chowringhee Residency Private Limited, which is the respondent in Comp.A.No.337 of 2012, has filed an independent counter affidavit in that application. 8. Mr.Amarnath Shroff, who is the respondent in Comp.A.No.248 of 2012, has filed a counter affidavit. Similarly, Chowringhee Residency Private Limited, which is the respondent in Comp.A.No.337 of 2012, has filed an independent counter affidavit in that application. But, the defence taken by the respondents in both these applications, namely Comp.A.Nos.248 and 337 of 2012 are almost identical and in brief, they are as follows: (a) The relief sought in the application filed by the Official Liquidator relate to an immovable property situate at Calcutta and hence, the applications for injunction in respect of such immovable property are not maintainable on the file of this Court; (b) The conduct of the Official Liquidator is despicable in view of the fact that Chowringhee Residency Private Limited was not made a party to Comp.A.No.248 of 2012, despite the Official Liquidator having knowledge of the Notice of Motion No.452 of 2012 in Suit No.3954 of 2003 on the file of the Bombay High Court and despite his knowledge that the respondent Amarnath Shroff was not the owner of the property; (c) The Official Liquidator has failed to show that the company in liquidation held any shares in five companies that owned one of the properties which ultimately amalgamated with two other properties, to form a huge property on which a development is taking place; (d) The Official Liquidator is guilty of suppression of the fact that there were co-owners for the immovable property of the large extent; (e) The present applications for injunction have been filed by the Official Liquidator at the instance of the promoters of the company in liquidation and hence, an investigation into the conduct of the applicant should be ordered under Section 460(6) of the Act; (f) The balance sheet produced by the Official Liquidator for 1997 itself shows that the book value of the investment made by the company in liquidation was Rs.94.82 Lakhs, but the company divested its entire shareholding in the five companies that owned the property; (g) The Official Liquidator failed to file the balance sheets for the subsequent years, which would have disclosed that the company in liquidation did not have any right over the property on the date of filing of the above application; (h) The Official Liquidator though was in possession of the balance sheets of the company in liquidation for the years 1998-2004, deliberately suppressed the same from this Court. The respondent's Advocates inspected those balance sheets in the office of the Official Liquidator on 16.3.2012 and recorded the same in their letter dated 30.3.2012; (i) By an order dated 21.6.2012, this Court, at the request of the respondent, directed the applicant to produce the balance sheets of the company in liquidation for all the years. It is only thereafter that the Official Liquidator filed all of them on 05.7.2012; (j) The annual report of the company in liquidation for the year ending 31.12.1998 shows that the investments by the company in liquidation in the five companies that owned the property, were fully divested in the year 1998. Therefore, the value of the investments had come down in the report of the year 1998, from what was reflected in the report of the year 1997. Though the company was ordered to be wound up in 2007, the erstwhile Directors of the company did not file any statement of affairs. The Official Liquidator did not even question the erstwhile Directors. Therefore, it is doubtful whether the present applications are filed by the Official Liquidator, at the instance of the promoters of the company in liquidation; (k) The applications were filed in haste, as seen from the fact that Notice of Motion in Suit No.3954 of 2003 was filed by a company for setting aside the consent terms on 27.02.2012. Within three days, the applicant came up with Comp.A.No.248 of 2012 and obtained an ex parte order of injunction against Amarnath Shroff; (l) The land in question, which belong to the five companies in which the company in liquidation had some shares, has no longer an independent parcel of land, but had been amalgamated with other properties and those five companies have also merged with other companies pursuant to a Scheme of Amalgamation sanctioned by the Calcutta High Court on 18.3.2009; (m) Mr.Dalmia, who is the promoter of the company in liquidation, also initiated and orchestrated the initiation of several proceedings to grab the property in question. The Notice of Motion before the Bombay High Court was filed by a company which came to be an unsecured creditor of the company in liquidation. That unsecured creditor had earlier filed a civil suit bearing No.133/07 on the file of the Calcutta High Court. The Notice of Motion before the Bombay High Court was filed by a company which came to be an unsecured creditor of the company in liquidation. That unsecured creditor had earlier filed a civil suit bearing No.133/07 on the file of the Calcutta High Court. The said suit is also being prosecuted by them; and (n) The respondent in Comp.A.No.337 of 2012 had invested a huge amount in amalgamating several companies which owned different properties and had started putting up a huge complex. The cost of the project is worth more than Rs.1000 Crores and the present applications are instigated by the promoter of the company in liquidation to extract money. 9. The application Comp.A.No.815 of 2013 is filed by a company by name Tarini Retail Private Limited, which has actually acquired the debts due by the company in liquidation to the original petitioning creditor, namely, Tata Honeywell Limited. The applicant in Comp.A.No.815 of 2013, in other words, has stepped into the shoes of the original petitioning creditor, by virtue of the assignment of the debt in their favour. Therefore, after coming to know of the applications filed by the Official Liquidator, the applicant has come up with the above application to implead themselves as a party to both the applications. The applicant, being a creditor of the company in liquidation, is virtually supporting the applications of the Official Liquidator, so that, the entire body of creditors of the company in liquidation would stand to benefit. 10. The application for impleadment filed by Tarini Retail Private Limited is opposed tooth and nail by Amarnath Shroff and Chowringhee Residency Private Limited, on the ground that they are also in collusion with the promoters of the company in liquidation. Therefore, I had two options, namely, either to decide the impleading application first and thereafter, take up Comp.A.Nos.248 and 337 of 2012, or in the alternative, to hear the submissions of the impleading applicant even with regard to the merits, so that all the applications could be disposed of together. I chose the second alternative, since the impleading applicant appears to have more ammunition in their armour that increases the firepower of the Official Liquidator. After all, if the applicant in Comp.A.No.815 of 2013 is impleaded, they are going to produce more facts and more material to support the claim of the Official Liquidator. I chose the second alternative, since the impleading applicant appears to have more ammunition in their armour that increases the firepower of the Official Liquidator. After all, if the applicant in Comp.A.No.815 of 2013 is impleaded, they are going to produce more facts and more material to support the claim of the Official Liquidator. Therefore, in the impleading application itself, I allowed them to raise all points that they would have otherwise raised along with the Official Liquidator. 11. Though I have extracted in paragraph 7 above, the background facts that led to the Official Liquidator filing the above applications, their chronology is little confusing. Moreover, the impleading application contains some more facts and the counter affidavits contain a different set of facts. Therefore, in order to understand the controversy on hand, in more clear terms, the facts that could be culled out from the pleadings of all the parties, are presented as follows: (a) A company which was incorporated under the name Ushta-Te-Biotech Industries Limited, changed its name into DSQ Biotech Limited and then to Original Agrostar Limited; (b) Origin Agrostar Limited held equity shares in five private limited companies. The names of those companies, the paid-up capital of those companies and the number of shares to which the Original Agrostar had subscribed, are presented in a tabular column as follows: Sl. No. Name of the Company Paid-up capital Shares 1. SPA Electrical Private Limited 1,99,200 47200 2. SPA Tea Private Limited 1,10,200 25000 3. SPA Lease and Finance Private Limited 2,34,500 55000 4. STB Leasing and Finance Private Limited 1,02,720 25500 5. No. Name of the Company Paid-up capital Shares 1. SPA Electrical Private Limited 1,99,200 47200 2. SPA Tea Private Limited 1,10,200 25000 3. SPA Lease and Finance Private Limited 2,34,500 55000 4. STB Leasing and Finance Private Limited 1,02,720 25500 5. Sowmya Vanijya Private Limited 2,50,000 60000 (c) The aforesaid five companies, along with nine other companies, by name Aashutosh Merchandise Pvt. Ltd., Glomax Commercial (P) Ltd., Piyush Enclaves (P) Ltd., Maxgrow Merchandise (P) Ltd., Sidhesh Exports (P) Ltd., Mallar Estates (P) Ltd., DAO Properties Development Pvt. Ltd., SJB Contrade Pvt. Ltd. and Aditya Amit Fiscal Services (P) Ltd., owned a property bearing premises No.42-A, 42-B, 42(1) at Chowringhee Road, Calcutta, all of which together now bear Door No.42-B and measure a total extent of 93.5 cottahs; (d) Since the total paid-up shares of five companies listed above, was 8,96,620 out of which Original Agrostar held 2,12,700 shares, Origin Agrostar had 23.73% of shareholding in those five companies; (e) The entitlement of Origin Agrostar in the land jointly owned by 14 companies together worked out 8.32%; (f) On 18.9.1997, all the shareholders of the 14 companies which owned the property, executed a Power of Attorney in favour of Amarnath Shroff, authorising him to sell the entire shareholding. Since DSQ Biotech Limited (which later got its name changed to Origin Agrostar Limited) was one of the shareholders in five out of those 14 companies, they also joined in the execution of a Power of Attorney in favour of Amarnath Shroff. This Power of Attorney does not show whether any consideration passed or whether the power was coupled with any interest; (g) The only purpose of execution of the Power of Attorney appears to be to sell and dispose of the 100% shareholding in those 14 companies, to the purchaser for the purpose of selling and transferring the immovable property owned by all the 14 companies together; (h) The execution of the Power of Attorney was followed up by an agreement dated 20.9.1997 entered into between Hotel and Resort Ventures Private Limited on the one hand and Mr.Amarnath Shroff representing shareholders of the 14 companies on the other hand. This agreement was to sell the entire shareholding in all the 14 companies to the purchaser; (i) The transaction of sale as contemplated by the agreement dated 20.9.1997 did not fructify fully and completely. This agreement was to sell the entire shareholding in all the 14 companies to the purchaser; (i) The transaction of sale as contemplated by the agreement dated 20.9.1997 did not fructify fully and completely. Therefore, the agreement holder, namely Hotel and Resort Ventures Private Limited filed a suit in Suit No.3954 of 2003 on the file of the Bombay High Court praying for recession/ cancellation of the share purchase agreement. The suit was filed in November 2003; (j) When the suit filed by Hotel and Resort Ventures Private Limited was pending on the file of the Bombay High Court, the petition for winding up C.P.No.43 of 2005 was filed on the file of this Court on 08.02.2005 against Origin Agrostar. In the said company petition, an order was passed on 16.3.2007 for the winding up of the company; (k) After nearly three months of the order for winding up, the parties to the civil suit No.3954 of 2003 entered into a compromise in the form of "Consent Terms" on 14.6.2007. Obviously, the High Court of Bombay was not aware of the order passed by the Company Court for winding up Origin Agrostar. Therefore, none of the parties took exception to Amarnath Shroff signing the Consent Terms as a Power Agent of the shareholders of those 14 companies, one of which was the company in liquidation; (l) Since the Bombay High Court was not aware of the order of winding up, it accepted the Consent Terms and passed a decree on 02.7.2007 in Suit No.3954 of 2003; and (m) Thereafter, a Scheme of Amalgamation of all the companies owning the property in question with another company by name Diamond Empire Estates Private Limited, was sanctioned by the Calcutta High Court on 18.3.2009. Thereafter, the property in question was amalgamated with two other properties on 22.10.2010. 12. Thereafter, the property in question was amalgamated with two other properties on 22.10.2010. 12. In the light of the facts narrated in the preceding paragraph, the correctness of which is not disputed by anyone, two things have become very clear, namely (a) that Consent terms were entered into by Amarnath Shroff on behalf of several companies including the company in liquidation, as their Power Agent, at least three months after an order for winding up the company was passed, and that it is only in pursuance of the Consent Terms that the agreement dated 20.9.1997 in favour of Hotel and Resorts Ventures Private Limited got rescinded, so as to enable 14 companies which owned the properties, to sell the same to the respondent in Comp.A.No.337 of 2012. This can be understood by having a look at the Consent Terms entered into in Suit No.3954 of 2003. 13. A look at the Consent Terms filed before the Bombay High Court and the decree passed by the Bombay High Court in Suit No.3954 of 2003 would show that two persons were plaintiffs in the suit. They were (i) Hotel and Resorts Ventures Private Limited, and (ii) Arun Kumar Saraf. There were 84 defendants to the suit. At the time when Consent Terms were signed, 12 more parties were impleaded as defendants 85-96. Amarnath Shroff was the first defendant in the suit. His wife, son and daughter appear to be defendants 2 to 4. Three companies by name DSQ Holding Limited, DSQ Biotech Limited and DSQ Industries Limited were shown as defendants 23, 24 and 26. The five companies, in which the company in liquidation held equity shares, namely, SPA Tea Limited, SPA Lease and Finance Limited, SPA Electricals Limited, Sowmya Vanijya Limited and STB Leasing and Finance Limited, were arrayed as defendants 62 to 66 in the suit. The other nine companies, which owned the property along with the above said five companies, were also parties to the suit. 14. The other nine companies, which owned the property along with the above said five companies, were also parties to the suit. 14. The effect of the Consent Terms was (i) that the agreement of sale dated 20.9.1997 between Hotel and Resort Ventures Private Limited and the shareholders of 14 companies which owned the property was rescinded and cancelled; (ii) that the defendants 1 to 8 and 18 to 66 and 69 as well as the newly added defendants 85 to 96 were jointly and severally liable to pay Rs.57.87 Crores to the plaintiff, partly towards the agreed share price in respect of the shares held by the plaint No.1 in defendants 56 to 66 and 69 and partly towards the claims in respect of the shares held by the first plaintiff in defendants 67 and 68; (iii) that the defendants 1 to 8 and 18 to 66 and 68 and newly added defendants 85 to 96 were also made liable to pay an additional amount of about Rs.3.44 Crores, towards refund of loans to a third party; (iv) that the shares held by the first plaintiff in defendant Nos.56 to 59 and lying in the custody of two persons were to be delivered along with blank transfer deeds to a solicitor firm; and (v) that the share certificates, along with blank transfer deeds, are to be handed over by the Solicitor firm to Amarnath Shroff, representing defendants 1 to 8 and 18 to 66 and 69. 15. Therefore, it is clear that payments were made for and on behalf of the company in liquidation as well as the five companies in which the company in liquidation held shares, by Amarnath Shroff, under the Consent Terms entered into on 14.6.2007, three months after the date of winding up. 16. It appears from the judgment delivered in Suit no.3954 of 2003 on 02.7.2007 that though the Consent Terms were filed into Court on 25.6.2007, no decree was passed, in view of the absence of all the parties to the suit. Later, the suit was taken up on 02.7.2007, when the parties were present before the Court. In paragraph 2 of the judgment of the Court, it was indicated that the Consent Terms were signed on behalf of defendants 57 to 66 by a duly constituted Attorney. Therefore, the suit was decreed in accordance with Consent Terms. 17. Later, the suit was taken up on 02.7.2007, when the parties were present before the Court. In paragraph 2 of the judgment of the Court, it was indicated that the Consent Terms were signed on behalf of defendants 57 to 66 by a duly constituted Attorney. Therefore, the suit was decreed in accordance with Consent Terms. 17. If we have a look at the agreement dated 20.9.1997, it was virtually a quadripartite agreement. The parties of the first part comprised of 14 companies, including the 5 companies in which the company in liquidation had shares. The party of the second part was Mr.Amarnath Shroff. But, he actually represented the shareholders of the companies whose names were included in the Annexure to the agreement. The party of the third part was Hotel and Resort Ventures Limited and Mr.Arun Kumar Saraf was the party of the fourth part. The purpose of the agreement was to sell the shares in the companies listed in the annexure to the agreement to the purchasers, at a price stipulated in the agreement. 18. In the aforesaid agreement dated 20.9.1997, the 14 companies which owned the property were described as "companies". Mr.Amarnath Shroff was described as "the person representing the shareholders of all the companies listed in the Annexure and they were together called as "sellers"". The company Hotel and Resort Ventures Limited was described as the purchaser. Mr.Arun Kumar Saraf was described as the guarantor. 19. Unfortunately, all the learned senior counsel representing all parties, focussed attention, in the course of arguments, only on this agreement dated 20.9.1997 and the Power of Attorney executed in favour of Amarnath Shroff on 18.9.1997. Nobody ever bothered to look for the most fundamental agreement that Amarnath Shroff had with those 14 companies and which led to a Power of Attorney being executed by all the shareholders of those companies. To this day, this has remained a mystery. 20. Amarnath Shroff admittedly derived Power from all the shareholders of the 14 companies, by virtue of a deed of Power of Attorney dated 18.9.1997. This is a general Power of Attorney not coupled with any interest, as it does not show any underlying agreement between the shareholders of those 14 companies and Amarnath Shroff. 20. Amarnath Shroff admittedly derived Power from all the shareholders of the 14 companies, by virtue of a deed of Power of Attorney dated 18.9.1997. This is a general Power of Attorney not coupled with any interest, as it does not show any underlying agreement between the shareholders of those 14 companies and Amarnath Shroff. The Principals who executed the deed of Power of Attorney dated 18.9.1997 in favour of Amarnath Shroff, are described in the deed of Power of Attorney as follows: 1 (i) Amarnath Shroff All shareholders of Aashutosh Merchandise Pvt. Ltd. (ii) Chanda Devi Shroff (iii) Amar Enterprises (iv) Archana Shroff 2. (i) Amarnath Shroff All shareholders of Maxgrow Merchandise Pvt. Ltd. (ii) Chanda Devi Shroff (iii) Archana Shroff (iv) Ajay Kumar Shroff (v) Skylark India Limited (vi) Surprise Traders Limited (vii) Prix India Limited (viii) Nehaland Development Finance Ltd. 3. (i) Amarnath Shroff All shareholders of Glomax Commercial Pvt. Ltd. (ii) Chanda Devi Shroff (iii) Amar Enterprises (iv) Ajay Kumar Shroff 4. (i) Amarnath Shroff All shareholders of Piyush Enclave Pvt. Ltd. (ii) Chanda Devi Shroff (iii) Amar Enterprises (iv) Ajay Kumar Shroff 5. (i) Amarnath Shroff All shareholders of Sidesh Exports Pvt. Ltd. (ii) Amar Enterprises 6. (i) Sushila Agarwal All shareholders of SJB Contrade Pvt. Ltd. (ii) Kusum Agarwal (iii) Adya Agarwal (iv) Mamta Commercial Co. Ltd. (v) KCG Investment & Finance Pvt. Ltd. (vi) East India Securities Pvt. Ltd. (vii) L.K.Agarwal 7. (i) Sushila Agarwal All shareholders of DAO Properties Development Pvt. Ltd. (ii) Kusum Agarwal (iii) Adya Agarwal (iv) Monica Agarwal (v) KCG Investment & Finance Pvt. Ltd. (vi) Mamta Commercial Co. Ltd. (vii) Reliance Trading nterprises Ltd. (viii) East India Securities Pvt. Ltd. (ix) L.K.Agarwal 8. (i) DSQ Holdings Ltd. All shareholders of STB Leasing & Finance Pvt. Ltd. (ii) DSQ Biotech Ltd. (iii) DSQ Industries Ltd. (iv) Square 'D' Textiles & Exports Ltd. (v) Fleuron Tie-up Pvt. Ltd. 9. (i) DSQ Holdings Ltd. All shareholders of SPA Electrical Equipment Pvt. Ltd. (ii) DSQ Biotech Ltd. (iii) DSQ Industries Ltd. (iv) Square 'D' Textiles & Exports Ltd. (v) Kettlwell Tracon Pvt. Ltd. (vi) Fleuron Tie-up Pvt. Ltd. 10. (i) DSQ Holdings Ltd. All shareholders of SPA Tea Pvt. Ltd. (ii) DSQ Industries Ltd (iii) Fleuron Tie-up Pvt. Ltd. (iv) DSQ Biotech Ltd (v) Aliaquiz Mercantile Pvt. Ltd. (vi) Square 'D' Textiles & Exports Ltd. 11. (i) DSQ Holdings Ltd. All shareholders of SPA Tea Pvt. Ltd. (ii) DSQ Industries Ltd (iii) Fleuron Tie-up Pvt. Ltd. (iv) DSQ Biotech Ltd (v) Aliaquiz Mercantile Pvt. Ltd. (vi) Square 'D' Textiles & Exports Ltd. 11. (i) DSQ Holdings Ltd. All shareholders of SPA Leasing & Finance Pvt. Ltd. (ii) DSQ Biotech Ltd (iii) DSQ Industries Ltd (iv) Square 'D' Textiles & Exports Ltd. (v) Hulda Properties & Trades Ltd (vi) Bankebehari Trading & Investments Ltd. 12. (i) Rathayatra Sales Pvt. Ltd. All shareholders of Sowmya Vanijya Pvt. Ltd. (ii) Veersali Commodities Pvt. Ltd. (iii) Gita Bali Tracon Pvt. Ltd. (iv) DSQ Holdings Ltd. (v) DSQ Industries Ltd (vi) DSQ Biotech Ltd (vii) Square 'D' Textiles & Exports Ltd. 13. (i) Sanwarmal Agarwalla All shareholders of Mallar Estate Pvt. Ltd. (ii) Sharwan Kumar Sharma (iii) Suresh KumarAgarwal (iv) Ajay Kumar Shroff (v) Amar Nath Shroff (iv) Archana Shroff (vii) Karuna Kanoi (viii) Murlidhar Kanoi (ix) Omprakash Kanoi (x) Krishna Kumar Kanoi (xi) Murlidhar Kanoi H.U.F. (xii) Aditya Kanoi (xiii) Anant Kanoi (xiv) Amrita Kanoi (xv) Aditya Kanoi H.U.F. (xvi) Omprakash Kanoi H.U.F. (xvii) Shobha Kanoi (xviii) Priyanka Kanoi (xix) Shree Vardhan Kanoi (xx) Krishna Kumar Kanoi H.U.F. (xxi) Seema Kanoi (xxii) Rishiraj Kanoi (xxiii) Vidhi Kanoi (xxiv) Kanta 14. (i) Agarpara Jute Mills All shareholders of Aditya Amit Fiscal Services Pvt. Ltd. (ii) The Empire Jute Co. Ltd. (iii) Union General Co. Ltd. (iv) Nellimarla Jute Mills Co. Ltd. (v) Dalhousie Investment Trust Co. Ltd. 21. The above list of executants of the deed of Power of Attorney throws up some interesting information, which the parties have failed to highlight with precision. The information is given in the form of a tabulation as follows: Sl. Ltd. (iii) Union General Co. Ltd. (iv) Nellimarla Jute Mills Co. Ltd. (v) Dalhousie Investment Trust Co. Ltd. 21. The above list of executants of the deed of Power of Attorney throws up some interesting information, which the parties have failed to highlight with precision. The information is given in the form of a tabulation as follows: Sl. No. Names of shareholders Companies in which shares are held I 1 – DSQ Holding Limited STB Leasing and Finance Private Limited 2 – DSQ Biotech Limited 3 – DSQ Industries Limited 4 – Square ‘D’ Textiles & Exports Ltd. 5 – Fleuron Tie-up Private Limited II 1 – DSQ Holding Limited SPA Electrical Equipments Private Limited 2 – DSQ Biotech Limited 3 – DSQ Industries Limited 4 – Square ‘D’ Textiles & Exports Ltd. 5 – Kettlewell Tracon Private Limited 6 – Fleuron Tie – up Private Limited III 1 – DSQ Holding Limited SPA Tea Private Limited 2 – DSQ Industries Limited 3 – Fleuron Tie-up Private Limited 4 – DSQ Biotech Limited 5 - Aliaquiz Mercantile Private Ltd. 6– Square ‘D’ Textiles & Exports Ltd IV 1 – DSQ Holding Limited SPA Lease and Finance Private Limited 2 – DSQ Biotech Limited 3 – DSQ Industries Limited 4 – Square ‘D’ Textiles & Exports Ltd 5 - Hulda Properties and Trades Ltd. 6 - Bankebehari Trading and Investments Ltd. V 1 - Rathyathra Sales Private Limited Sowmya Vanijya Private Ltd. 2 - Veersali Commodities Private Ltd. 3 - Gita Bali Tracon Private Limited 4 – DSQ Holding Limited 5 – DSQ Industries Limited 6 – DSQ Biotech Limited. 7 - Square 'D' Textiles & Exports Ltd. 22. Another interesting information thrown up by the deed of Power of Attorney is that the addresses of the registered office of all the Private Limited companies, which are described as the executants of the deed of Power of Attorney, are indicated either as No.68/2, Harish Mukherjee Road, Calcutta, or as 11/1A, Chowringhee Terrace, Saha Niketan, Calcutta, or as 187, Rabindra Sarani, Calcutta, or as 8/1, Middleton Row, Calcutta, or as 17, Tara Chand Dutta Street, Calcutta. 23. The preamble of the deed of Power of Attorney states that the executants of the deed are 100% shareholders in 14 private limited companies, all of whose names I have indicated in paragraph 11(b) and (c) above. 24. 23. The preamble of the deed of Power of Attorney states that the executants of the deed are 100% shareholders in 14 private limited companies, all of whose names I have indicated in paragraph 11(b) and (c) above. 24. It is by virtue of the said Power of Attorney that Amarnath Shroff signed the Consent Terms in Suit No.3954 of 2003, on the file of the High Court of Bombay, on 14.6.2007, after three months of the order of winding up passed by this Court. Mr.Amarnath Shroff not only represented the 5 companies in which the company in liquidation held shares and which were arrayed as defendants 62 to 66, but also represented the other 9 companies as well as DSQ Holdings Limited, DSQ Biotech Limited and DSQ Industries Limited. Therefore, it is a case of creation of wheels within wheels, the centripetal force of which is unknown today. The result is that all attempts to make a detailed enquiry into these transactions are repelled by a centrifugal force. 25. Keeping the above facts in mind, let me now take up the above applications for consideration in the light of the contentions raised. Comp.A.No.815 of 2013 26. As stated earlier, this is an application filed by the assignee of the debt from the petitioning creditor, seeking to implead themselves as parties to Comp.A.Nos.248 and 337 of 2012 filed by the Official Liquidator. This application is opposed both by Amarnath Shroff (respondent in Comp.A.No.248 of 2012) and by Chowringhee Residency Private Limited (respondent in Comp.A.No.337 of 2012) on the ground that the applicant is not a necessary or proper party. 27. Since the procedure prescribed by the Code of Civil Procedure is applicable to the proceedings before the Company Court, by virtue of Rule 6 of the Companies (Court) Rules, 1959, it is contended by Mr.Arvind P.Datar and Mr.P.H.Arvind Pandian, learned senior counsel for the contesting respondents that the principles behind Order I, Rule 10 have to be followed. Mr.Arvind Pandian, learned senior counsel relies upon a decision rendered by me in Krishnan, S. v. Rathinavel Naicker [2007 (2) CTC 73]. 28. I have carefully considered the above submissions. It is true that Rule 6 of the Companies (Court) Rules, 1959 makes the provisions of the Code so far as applicable, apply to all proceedings under the Act. Mr.Arvind Pandian, learned senior counsel relies upon a decision rendered by me in Krishnan, S. v. Rathinavel Naicker [2007 (2) CTC 73]. 28. I have carefully considered the above submissions. It is true that Rule 6 of the Companies (Court) Rules, 1959 makes the provisions of the Code so far as applicable, apply to all proceedings under the Act. Consequently, the principles behind Order I, Rule 10, may have to be followed by this Court in applications for impleadment. 29. In Krishnan, S. v. Rathinavel Naicker [2007 (2) CTC 73], I referred to several decisions of various Courts and laid down in paragraph 17, the tests to be applied as follows: "17. In a nut shell, the tests to be applied for determining the right of a party to implead another, in a pending suit or other proceeding, may be crystallized into the following categories:- a) If without his presence no effective and complete adjudication could be made; b) If his presence is necessary for a complete and effectual adjudication of the dispute though no relief is claimed against him; c) If there is a cause of action against him; d) If the relief sought in the suit or other proceedings is likely to be made binding on him; e) If the ultimate outcome of the proceedings is likely affect him adversely; f) If his role is really that of a necessary witness but is sought to be camouflaged as a necessary party; If a party to a litigation satisfies the court that the person sought to be impleaded, passes any one or more of the above tests, then he is entitled to get the discretion of the court exercised in his favour. The above tests are not exhaustive and at times, even if a person falls under any one of the above categories, the court may refuse to implead him. To quote an example, a subsequent purchaser of a property, which forms the subject matter of the suit, may satisfy the tests (d) and (e) above mentioned and yet the court may decline to implead him on the basis of the doctrine of lis pendens. Therefore the above list is only a broad statement of the principles that could be culled out from judicial precedents." 30. But, as I have indicated in the aforesaid decision, the tests laid down therein are not exhaustive. Therefore the above list is only a broad statement of the principles that could be culled out from judicial precedents." 30. But, as I have indicated in the aforesaid decision, the tests laid down therein are not exhaustive. Therefore, merely because the case of the applicant in Comp.A.No.815 of 2013 does not satisfy any one of those tests, it cannot be contended that the applicant is not a necessary or proper party. 31. According to the applicant, they are the assignees of the debt of the petitioning creditor. The applications Comp.A.Nos.248 and 337 of 2012 are taken out by the Official Liquidator purportedly for advancing the cause of the entire body of creditors. Though the entire body of creditors is represented by the learned Official Liquidator in all proceedings after the winding up order, this does not shut out the rights of the parties to come before Court and provide some useful information. As a matter of fact, the Official Liquidator, who is the applicant in both Comp.A.Nos.248 and 337 of 2012 has no objections to the impleadment. It is needless to point out that if it were a suit, the plaintiff was entitled to implead the applicant, by taking advantage of the theory of dominus litus. Therefore, when the Official Liquidator has no objections to the impleadment of the applicant, I do not think that the respondents can have an objection. 32. Mr.P.H.Arvind Pandian, learned senior counsel for Mr.Amarnath Shroff contended that the applicant can always take recourse to the provisions of Section 478(3) of the Companies Act and take part in the examination either personally or by Advocate. In other words, it is his contention that the impleading applicant can do whatever he wants to do, by taking advantage of Section 478(3). 33. But, Section 478(3) does not shut out the right of the applicant to seek impleadment. As a matter of fact, Rule 101 of the Companies (Court) Rules, 1959, enables this Court to substitute as petitioner, any creditor or contributory, upon the happening of certain events. In this case, the petitioning creditor has assigned the debts to the applicant. Therefore, they have stepped into the shoes of the petitioning creditor. The petitioning creditor is already a party to the main proceeding. Therefore, shutting out the applicant would tantamount to shutting out the petitioning creditor himself. 34. In this case, the petitioning creditor has assigned the debts to the applicant. Therefore, they have stepped into the shoes of the petitioning creditor. The petitioning creditor is already a party to the main proceeding. Therefore, shutting out the applicant would tantamount to shutting out the petitioning creditor himself. 34. The learned senior counsel relied upon a decision of this Court in V.Natarajan v. N.Salai Muthu [ (1984) 2 MLJ 17 ], and contended that the applicant got the debt assigned behind the back of the Official Liquidator and that therefore, the applicant cannot be allowed an audience. But, I do not think that the decision in V.Natarajan is of any assistance, to the respondents. In the said case, a decree obtained by the company in liquidation was what was assigned. Therefore, the issue involved in the said case was with regard to the doctrine of notice. But, in the case on hand, petitioning creditor had assigned his debts to the impleading applicant. That does not require the consent of the Official Liquidator. 35. Mr.AR.L.Sundaresan, learned senior counsel, who also appears for the contesting respondent in Comp.A.No.337 of 2012 contended that the impleading application is not maintainable, in view of the fact that the deed of assignment is executed on a stamp paper of the value of Rs.100/-, though the value of the debt is Rs.22,61,113/-. He submitted that under Section 2(1) of the Indian Stamp Act, a conveyance is defined as an instrument by which movable or immovable property is transferred inter vivos and which is not otherwise specifically provided for by Schedule I. Under Article 23 of the Schedule to the Stamp Act, the stamp duty payable on the deed of conveyance of any property depends upon the market value. Therefore, the learned senior counsel contended that on the basis of such a deed of assignment, the applicant cannot seek impleadment. 36. But, I am unable to accept the said contention. At the outset, the impleading applicant has not come up before Court with any application or original petition seeking any relief of injunction. They have merely come up with an application for impleading themselves as a party respondent in the applications taken out by the Official Liquidator. Therefore, it is not necessary for me to go into the said question. 37. They have merely come up with an application for impleading themselves as a party respondent in the applications taken out by the Official Liquidator. Therefore, it is not necessary for me to go into the said question. 37. In any case, Article 23(b) indicates the stamp duty payable, only at the market value of the property. The debt recoverable by the petitioning creditor was Rs.22,61,113/-and this amount represent only the face value. What is actually realisable ultimately, depends upon how much money the Official Liquidator will be able to declare as dividend. 38. Though the expression assignment means the transfer of the claim or right of property to another, what is assigned to the applicant is merely a right to recover debt. Such right to recover the debt is actually riddled with lot of uncertainties. Therefore, the assignment of a debt, especially when it is a bad and doubtful debt, cannot be said to have market value as stated on the face of the records. Hence, the objection on the basis of lack of sufficient stamp duty is rejected. Therefore, the objections to the maintainability of the impleading application are overruled and Comp.A.No.815 of 2013 is allowed. Comp.A.Nos.248 & 337 of 2012 39. As pointed out by me in paragraphs 3 and 4 above, the prayer in Comp.A.No.248 of 2012 is only to restrain the respondents from selling, alienating, encumbering or transferring the right, title and interest in respect of the property at No.42-B, Chowringhee Road, Calcutta, measuring about 93.5 cottahs. The prayer in Comp.A.No.337 of 2012 is more comprehensive. It is not merely for an injunction restraining alienation, but also for a direction to the respondents to produce all statutory records from 1997, in respect of the five companies which owned the property and also to lift the corporate veil for finding out the actual beneficiaries. 40. The basis on which the Official Liquidator had come out with the above applications is that the company in liquidation held some shares in five companies, which together with nine other companies held a huge property in the heart of Calcutta. 40. The basis on which the Official Liquidator had come out with the above applications is that the company in liquidation held some shares in five companies, which together with nine other companies held a huge property in the heart of Calcutta. The company in liquidation had executed a deed of Power of Attorney in favour of Mr.Amarnath Shroff on 18.9.1997, on the strength of which Amarnath Shroff entered into Consent Terms with an agreement holder on the file of the Bombay High Court in Suit No.3954 of 2003, after the order of winding up. Therefore, the simple issue raised by the Official Liquidator is that with the Power of Attorney given by the company in liquidation, no agent can enter into any transaction, behind the back of the Official Liquidator, after an order of winding up had been passed. 41. These applications are opposed by the contesting respondents, as I have indicated earlier, first on the ground of bad motive on the part of the Official Liquidator, next on grounds of jurisdiction and maintainability and third, on merits. Let me consider each one of those grounds now. Bad motive 42. According to the respondents, the Official Liquidator was in possession of all the balance sheets of the company in liquidation from 1997 to 2004 and that it is only the balance sheet of the year 1997 that reflected the shareholding of the company in liquidation in those five companies. The subsequent balance sheets indicated the disposal of the shares, long prior to the date of filing of the winding up petition. Therefore, according to the respondents, the Official Liquidator deliberately failed either to look into or to project in the right perspective, the balance sheets of the subsequent years, but filed the above application only on the strength of the information reflected in the 1997 balance sheet. It is the further case of the respondents that Mr.Dinesh Dalmia, who is the founder of the company in liquidation, instigated several litigation against the property in which a huge housing project is being promoted, for the purpose of blackmailing and extracting money and that the applications filed by the Official Liquidator are nothing but a part of the scheme designed by him. 43. 43. The respondents also contend that though the order of winding up was passed on 16.3.2007 and though the Ex-Directors failed to file their statement of affairs for a long time, the Official Liquidator filed an application under Section 454(5A) only in the year 2008 and also allowed it to move at a snail's space. Therefore, the respondents allege bad motives to the learned Official Liquidator. 44. But, I am unable to decipher either from the records or from the conduct of the Official Liquidator any bad motives that could be attributed to him. Let me assume for a minute that the Official Liquidator had all the balance sheets and that the balance sheets reflected the shareholding of the company in liquidation in five other companies only in 1997. Let me also assume for a minute that the subsequent balance sheets showed a cash flow leading to a presumption of sale of shares. 45. But, that does not prevent the Official Liquidator from suspecting the transaction in question. Admittedly, the company petition was filed on 08.02.2005, winding up order was passed on 16.3.2007 and the application under Section 454(5A) was filed in 2008. Mr.Dinesh Dalmia had already been arrested on 13.02.2006 (13 months prior to the date of the order of winding up) and he continued to be in one jail or other till January 2011. The Notice of Motion filed on the file of the Bombay High Court was served on the Official Liquidator, only in 2012. This Notice of Motion had been taken out by a third party for setting aside the Consent Terms. Immediately, the Official Liquidator suspected the nature of the transaction and came up with the applications in Comp.A.Nos.248 and 337 of 2012. 46. Upon coming to know of the Consent Terms in Suit No.3954 of 2003 and the decree passed therein, two courses of action were left open to the Official Liquidator. They are (i) to conduct a detailed enquiry, as I have now undertaken and come to a conclusion as to whether the property of the company in liquidation had been diverted, or (ii) alternatively, to move this Court and allow this Court to conduct an enquiry and come to a conclusion. The Official Liquidator has correctly chosen the second alternative. 47. It should be pointed out that the position of the Official Liquidator is very precarious. The Official Liquidator has correctly chosen the second alternative. 47. It should be pointed out that the position of the Official Liquidator is very precarious. If he takes action, motives can be attributed to him. If he fails to take action also, motives can be attributed to him. 48. The only manner of finding out as to whether the Official Liquidator acted in good faith or not, is to see whether he took into account the minimum details that he was supposed to take into account. 49. The facts indicated by me in the preceding paragraphs would show that there were wheels within wheels. Several companies owned shares in several other companies. The company in liquidation held shares in the companies which held shares in the other companies. When facts presented such a jigsaw puzzle, the Official Liquidator had to necessarily choose the option of moving applications before this Court and leaving it to this Court to take a decision. This is what he has done and I do not find any bad motive on his part. 50. Mr.AR.L.Sundaresan, learned senior counsel submitted that the copy of the Notice of Motion bearing No.452 of 2012 in Suit No.3954 of 2003 was served on the Official Liquidator on 16.02.2012. Immediately, the Official Liquidator filed Comp.A.No.248 of 2012 on 06.3.2012. The applicant in the impleading application got a deed of assignment executed in their favour by the petitioning creditor on 12.3.2012. Thereafter, the Official Liquidator filed Comp.A.No.337 of 2012 on 29.3.2012. The Notice of Motion was filed on 10.4.2012. Based upon these sequences of events, the learned senior counsel contended that there was a clear collusion between the promoters of the company in liquidation, the Official Liquidator and the assignee of the debt of the petitioning creditor. 51. Let me assume for a minute that it was the promoter of the company in liquidation who instigated the filing of the Notice of Motion by Windsor Biogen Private Limited on the file of the Bombay High Court and that it was he who set up the Official Liquidator to move the above applications. Even then, I see nothing wrong in the Official Liquidator moving these applications and this Court calling upon the respondents to establish the genuineness of the transaction. Even then, I see nothing wrong in the Official Liquidator moving these applications and this Court calling upon the respondents to establish the genuineness of the transaction. As a matter of fact, if the promoter wanted to collude with impleading applicant and the Official Liquidator, he need not have taken all these troubles. He could have simply filed a statement of affairs indicating the transactions entered into with Amarnath Shroff and created a suspicion in the mind of the Official Liquidator about the possible collusion between the promoter of the company in liquidation and Amarnath Shroff. 52. After all, this Court is concerned about the only question, namely whether any properties of the company in liquidation were diverted to other companies with a view to defraud the creditors or not. If this Court can find out the escape route adopted by the company in liquidation, to send its properties out, even by an act of collusion between some parties, the Court has to welcome it. Therefore, I do not agree that the Official Liquidator had any bad motives. Jurisdiction and maintainability 53. The respondents question the maintainability of the applications on the file of this Court, on the ground that the property in respect of which injunction is sought, is within the jurisdiction of the Calcutta High Court and that the smaller extent of property has amalgamated with a larger extent of property, over which the company in liquidation never had any claim. The companies in respect of which the applicant could possibly seek relief, have also merged with other companies and hence, it is claimed by the respondents that the application is not maintainable in law. 54. I do not think that the above objection is sustainable. The learned Official Liquidator is not seeking any relief of possession. Both applications are filed by the learned Official Liquidator under Sections 446(2), 460(4) and 537(a) and (b) of the Companies Act. The fact that those five companies have already amalgamated would not prevent the Official Liquidator from seeking the relief of lifting the corporate veil. The fact that the property owned by 14 companies have amalgamated with other properties will also not prevent the Official Liquidator from seeking at least the proportionate monetary value. Therefore, I do not think that there is any legal basis for the objection of the respondents to the jurisdiction and maintainability of the present applications. 55. The fact that the property owned by 14 companies have amalgamated with other properties will also not prevent the Official Liquidator from seeking at least the proportionate monetary value. Therefore, I do not think that there is any legal basis for the objection of the respondents to the jurisdiction and maintainability of the present applications. 55. It is true that the company in liquidation did not have a right, title and interest over the entirety of the property at 42-B, Chowringhee Road. It is also true that even the property over some portion of which the company in liquidation had an indirect interest (in the form of shares) had got amalgamated with other properties. Therefore, the Official Liquidator may not be entirely right in seeking an injunction in respect of the whole property. But, the right of the Official Liquidator at least to seek a security in monetary terms in proportion to the value of the shares held by the company in liquidation in the property, cannot be disputed. Therefore, the objections to the maintainability and jurisdiction are rejected. Merits 56. The basis on which the Official Liquidator has come up with the above applications is that admittedly the company in liquidation had shareholding in five different companies, which owned an immovable property along with nine other companies. The said property, along with some other properties, have gone into the hands of the contesting respondents in Comp.A.No.337 of 2012, through the contesting respondent in Comp.A.No.248 of 2012. The said person, namely Amarnath Shroff admittedly acted as the Power Agent of several companies, including the company in liquidation and signed Consent Terms before the Bombay High Court on 14.6.2007, three months after the order of winding up was passed. The contesting respondents claim that the shares held by the company in liquidation in those companies which owned the immovable property, were transferred long back in the year 1997 itself. But, the Ex-Directors of the company did not produce any records to show that a transfer had actually taken place and the manner in which any such transfer took place. The promoter of the company was in jail for five years from 13.02.2006 to 12.01.2011. Therefore, in the absence of any information as to when, where and how transfer of shares were effected by the company in liquidation, it is necessary that third parties are prevented from developing the property. The promoter of the company was in jail for five years from 13.02.2006 to 12.01.2011. Therefore, in the absence of any information as to when, where and how transfer of shares were effected by the company in liquidation, it is necessary that third parties are prevented from developing the property. These are the reasons as to why the Official Liquidator has come up with the above application. 57. Elaborating on the above contentions of the learned Official Liquidator, Mr.T.K.Seshadri, learned senior counsel appearing on behalf of the learned Official Liquidator contended that when Amarnath Shroff acted as the Power Agent of the shareholders of all the companies including the company in liquidation, he was acting in trust. Moreover, so many companies owned shares in other companies and the company in liquidation had shares in those companies. Therefore, according to the learned senior counsel, a resulting trust was created and that therefore, as per the decision of the Supreme Court in Delhi Development Authority v. Skipper Construction Company Private Limited [ AIR 1996 SC 2005 ], the Court has to lift the corporate veil and look into the persons behind the transactions. 58. Mr.T.K.Seshadri, learned senior counsel appearing for the Official Liquidator also invited my attention to the decision in Blaiklock Compass World Transport (HK) Limited v. Official Liquidator [2010 (153) CC 480 (Mad)], which was also confirmed by a Division Bench in O.S.A.Nos.274 to 279 of 2009. Drawing my attention to the balance sheets of the company in liquidation for the years 1997 to 2004, Mr.T.K.Seshadri, learned senior counsel for the Official Liquidator pointed out that the investments as on 31.12.1997 had increased to Rs.254.23 Lakhs from Rs.174.49 Lakhs on 30.9.1996. In Schedule VII to the balance sheet of the year 1997 of the company in liquidation, the investments of the company in liquidation in the equity shares of DSQ Investments Limited, SPA Electrical Equipments Private Ltd., SPA Tea Private Ltd., SPA Leasing and Finance Private Limited, STB Leasing and Finance Private Limited, Sowmya Vanijya Private Limited, were shown to the total value of Rs.94.82 Lakhs. These investments were not there as on 30.9.1996. Therefore, these investments should have been made only during the period from 30.9.1996 to 31.12.1997. 59. These investments were not there as on 30.9.1996. Therefore, these investments should have been made only during the period from 30.9.1996 to 31.12.1997. 59. In the balance sheet as on 31.12.1998 of the company in liquidation, it is shown that the investments that stood at Rs.254.23 Lakhs as on 31.12.1997, got reduced to Rs.8.66 Lakhs. In Schedule VII of the balance sheet as on 31.12.1998, it is shown that the equity shares in SPA Electricals Limited, SPA Tea Limited, SPA Leasing and Finance Limited, STB Leasing and Finance Limited and Sowmya Vanijya Private Limited had vanished. 60. Though the contesting respondents take advantage of the information disclosed in Schedule VII to the balance sheets of the years 1997 and 1998 and point out strenuously that the shareholding of the company in liquidation in those five companies had been liquidated during the period 1997, it is contended by Mr.T.K.Seshadri, learned senior counsel for the Official Liquidator that no details are available as to how and when the shares were sold. Therefore, till the cloud of suspicion over the transaction is cleared, the learned senior counsel contended that the property cannot be alienated or developed. 61. However, Mr.Arvind P.Datar and Mr.P.H.Arvind Pandian, learned senior counsel appearing for the contesting respondents submitted that (i) when a Power of Attorney had been executed way back on 18.9.1997, (ii) when the Power Agent Amarnath Shroff himself had entered into an agreement for sale of the entire shareholding to a third party on 20.9.1997, and (iii) when the balance sheet as on 31.12.1998 discloses the reduction in investments from Rs.254.23 Lakhs to Rs.8.66 Lakhs, it is crystal clear that long prior to the date of filing of the winding up petition, the shares had been disposed of. They also submitted that if the value of investments had come down from Rs.254.23 Lakhs as at 31.12.1997 to Rs.8.66 Lakhs as at 31.12.1998, there must have been a cash inflow of Rs.254.57 Lakhs representing the sale proceeds (254.23 - 8.66 Lakhs). The learned senior counsel for the contesting respondents showed from the Cash Flow Statement annexed to the annual report of the year 1998, in accordance with Clause 32 of the Listing Agreement, that this cash inflow of Rs.245.57 Lakhs is shown therein, under the caption Cash Flow from investment activities. The learned senior counsel for the contesting respondents showed from the Cash Flow Statement annexed to the annual report of the year 1998, in accordance with Clause 32 of the Listing Agreement, that this cash inflow of Rs.245.57 Lakhs is shown therein, under the caption Cash Flow from investment activities. Therefore, they contended that the transaction was closed long time ago and that the company in liquidation did not have any right, title or interest either in the property or in the companies which owned the properties. 62. In addition to the above contentions, Mr.Arvind P.Datar, learned senior counsel also contended that no property of the company in liquidation was involved in the suit before the Bombay High Court, as can be seen from the Consent Terms. He also questioned as to why the Official Liquidator did not bring to the notice of this Court the balance sheets of the years 1998, 1999, etc. The learned senior counsel further contended that out of the 96 defendants who were before the Bombay High Court in Suit No.3954 of 2003, the company in liquidation was not one. The name of the company in liquidation was also not reflected in the Register of Members of those companies. Therefore, he contended that the Official Liquidator ought to have verified at least the Register of Members before proceeding to file these applications. 63. Both the learned senior counsel appearing for the contesting respondents relied upon a decision of the Calcutta High Court Roopnarain Ramchandra Private LTd. v. Brahmapootra Tea Co. (India) Ltd. [ AIR 1962 Cal. 192 ], to highlight the effect of Section 446(2) of the Companies Act. In that case, the Calcutta High Court pointed out that merely because a person failed to obtain leave of the Company Court, to proceed with a suit, the decree passed in the suit cannot be a nullity. 64. The learned senior counsel for the contesting respondents also relied upon the decision of the Supreme Court in Bacha, F. Guzdar v. Commissioner of Income Tax [ AIR 1955 SC 74 ], in support of his contention that at any rate, the true position of the shareholder is that of an investor, with a right to receive the dividends, if and when the company declared dividend. Though he has a right to partake in the assets of the company which would be left over after winding up, he has no right in the assets as a whole. 65. Therefore, it is his contention that the only right that the company in liquidation had by virtue of being a shareholder in five companies, was to get dividend, if and when dividends were declared and that they did not have any right over the immovable property of those five companies. 66. In response to the above contentions, Mr.T.K.Seshadri, learned senior counsel appearing for the Official Liquidator pointed out that under Section 49(7) of the Companies Act, 1956, a company is required to maintain a Register, whenever any shares or securities in which the company had made an investments are not held in its own name. According to the learned senior counsel, no such Register of investments was available with the company in liquidation. The day book and ledger were also not available with the Official Liquidator and hence, the Official Liquidation had every reason to suspect. In Schedule 18 to the annual report of the year 1998, it was stated that the investments were at cost. This annual report had been signed on 24.02.1999. But, according to the learned senior counsel for the Official Liquidator, this statement did not go well with the face value of the shares held by the company in liquidation in those companies. Therefore, he contended that the Official Liquidator had reasons to believe that the property in which the company in liquidation had invested, was going out clandestinely. 67. Mr.T.K.Seshadri, learned senior counsel appearing for the Official Liquidator also pointed out that a company is entitled to adopt either a horizontal form or a vertical form of balance sheet. The company in liquidation had adopted a horizontal form and hence, a statement of investments ought to have been made as per Clause (l) contained in the notes under the form prescribed in the Act. 68. Drawing my attention to the list of cheques handed over to Amarnath Shroff, as found in Ex.D to the plaint in Suit No.3954 of 2003, Mr.T.K.Seshadri, learned senior counsel further contended that a cheque for Rs.1,44,53,875/-had been handed over to Amarnath Shroff on 18.8.1999, as required in his letter dated 12.8.1999. 68. Drawing my attention to the list of cheques handed over to Amarnath Shroff, as found in Ex.D to the plaint in Suit No.3954 of 2003, Mr.T.K.Seshadri, learned senior counsel further contended that a cheque for Rs.1,44,53,875/-had been handed over to Amarnath Shroff on 18.8.1999, as required in his letter dated 12.8.1999. But, Amarnath Shroff, according to the learned senior counsel, had not come out clean with an explanation as to how and why these payments were made. In the balance sheet as on 31.12.1998, this cheque could not have been reflected, since the cheque is dated 18.8.1999. In such circumstances, no consideration could have actually passed on to the company in liquidation for the transfer of these shares. If it had actually passed on, the affidavit of Amarnath Shroff, according to the learned senior counsel, should have dealt with this. 69. The learned senior counsel also contended that no evidence had been let in by the contesting respondents or even by the Ex-Directors of the company as to when, how and in what manner the company in liquidation sold its shares. Amarnath Shroff had not even pleaded that he was not aware of the winding up order. Therefore, the learned senior counsel for the Official Liquidator contended that the whole transaction is shrouded with mystery and secrecy. 70. Similarly, Mr.Rahul Balaji, learned counsel appearing for the impleading applicant, contended (i) that the Consent Terms filed before the Bombay High Court indicated that the original share purchase agreement had been frustrated, (ii) that Amarnath Shroff could not have acted on the basis of the Power of Attorney and signed the Consent Terms after the order of winding up, (iii) that the Power of Attorney granted in favour of Amarnath Shroff was not coupled with interest, and the Power did not include a power to sign Consent Terms, (iv) that the Consent Terms reflect that a share transfer had not actually taken place in 1997-98, but only the delivery of the share certificates with blank transfer deeds had taken place; (v) that the Power Agent stands in a fiduciary capacity and hence, the principle of "tracing" is applicable whenever a breach of trust is committed; and (vi) that the annual returns of five companies in which the company in liquidation held shares, show that the DSQ Biotech Limited continued to be a shareholder during the period 2002-03 and 2005-06. Therefore, he contended that the Official Liquidator is justified in seeking the reliefs. 71. I have carefully considered all the submissions of the learned senior counsel appearing for the Official Liquidator, learned senior counsel for the contesting respondents and learned counsel for the impleading applicant. 72. Though the learned counsel for the respective parties have raised very serious issues and contentions, I think it would be useful to simplify all the rival contentions, so that we are not lost in the melee. 73. In simple terms, how one has to understand the case on hand, is to see if the company in liquidation held equity shares in certain companies that owned the immovable properties, as on the date of the filing of the company petition or on the date of the winding up order. There is no dispute about the fact that if a company in liquidation held properties in whatever form, including shares in other companies, as on the date of filing of the winding up petition or on the date of the order of winding up, the properties cannot be sold. Though any transactions entered into by the Ex-Directors of the company in liquidation during the pendency of or immediately before the filing of the petition for winding up, may not per se be void, it is voidable. This is how Courts have interpreted Sections 536 and 537. But, both these provisions apply only to transfers made after the commencement of the winding up. Insofar as transfers that take place within three months before the presentation of a petition for winding up is concerned, they should come under the category of fraudulent preference. 74. In the light of the above, one has to actually find out, sans all complicated arguments advanced on both sides, (i) as to whether there was actually a sale of shares, and (ii) if so, at what point of time. The company petition for winding up was filed on 08.02.2005 and the company was ordered to be wound up on 16.3.2007. According to the contesting respondents, the shares in question were sold way back in 1998 (after 31.12.1997, but before 31.12.1998). If the shares held by the company in liquidation had actually been sold, in 1997-98, the company had ceased to be the owner at least seven years before the date of filing of the winding up petition. According to the contesting respondents, the shares in question were sold way back in 1998 (after 31.12.1997, but before 31.12.1998). If the shares held by the company in liquidation had actually been sold, in 1997-98, the company had ceased to be the owner at least seven years before the date of filing of the winding up petition. If no sale had taken place till 08.02.2005, then, the company continued to be the owner as on the date of filing of the winding up petition. 75. According to the learned Official Liquidator and the impleading applicant, the sale transaction in respect of the shares had not been fully and effectively completed as on the date of filing of the winding up petition. But, according to the contesting respondents, (i) all share certificates had been handed over, (ii) signed share transfer forms were also handed over, and (iii) a deed of power of attorney had also been executed. Therefore, the case of the contesting respondents is that the sale transaction was completed in 1997-98 itself. 76. But, unfortunately, what both parties say, are partly true and partly incorrect. If we go by the annual reports of the years 1997 and 1998 of the company in liquidation, these shares are shown as assets in the annual report of 1997, but not in the annual report of 1998. But, unfortunately, instead of showing a cash inflow of Rs.247.57 Lakhs as sale proceeds, the Schedule describes the amount as an amount for purchase of investments. This is one area of confusion, emanated from the Cash Flow Statement filed under Clause 32 of the Listing Agreement annexed to the annual report of 1998. 77. There are also holes in the theory floated by the contesting respondents about the completion of the transaction. If the sale transaction had been completed, the purchaser, be it Amarnath Shroff or any other person, would have executed the Consent Terms before the Bombay High Court in their own names and not in the names of so many companies including the company in liquidation. Realising this difficulty, the contesting respondents simply base their claim of completion of transaction not on actual transfer deeds, but on the factum of handing over all share certificates along with signed transfer deeds. 78. After all, Amarnath Shroff is before Court. Realising this difficulty, the contesting respondents simply base their claim of completion of transaction not on actual transfer deeds, but on the factum of handing over all share certificates along with signed transfer deeds. 78. After all, Amarnath Shroff is before Court. He is the one who has either purchased the shares from the company in liquidation or facilitated the sale of the shares by the company in liquidation. I completely fail to understand why he could not produce (i) proof to show payment of consideration, and (ii) the actual agreement or sale certificate executed by the company in liquidation either in his favour or in favour of someone else. 79. While the contesting respondents rely upon the balance sheets of the years 1997 and 1998 of the company in liquidation to show that what was in existence in 1997 was not in existence in 1998, the impleading applicant relies upon the balance sheets of the five companies in which the company in liquidation had shares. These balance sheets of the years 2002-2005 reflect the continuation of the name of the company in liquidation as their shareholder. This is obviously due to the fact that Amarnath Shroff merely took hold of (i) signed share transfer forms, (ii) the share certificates, and (iii) a deed of Power of Attorney. Therefore, it is clear that the said transaction of sale by itself, had not been completed in 1997-98, but was completed only after the company was ordered to be wound up. This is why the Official Liquidator justifiably relies upon Section 446(2). Though the contesting respondents rely upon the decision of the Calcutta High Court in Roopnarain to contend that leave could be granted even post facto, I do not think that the said decision reflects the correct view. A Division Bench of the Karnataka High Court held in Basavaiah v. Sri Krishnarajendra Mills Limited [ 2001 (106) CC 366 ], that an adjudication made by another forum without any knowledge of the order of winding up, cannot be saved on the plea of ignorance. The Court pointed out that a statutory mandate cannot be avoided on the ground of ignorance or hardship. 80. It is true that all transactions entered into within three months immediately before the date of filing of the winding up petition need not be considered as fraudulent preference. The Court pointed out that a statutory mandate cannot be avoided on the ground of ignorance or hardship. 80. It is true that all transactions entered into within three months immediately before the date of filing of the winding up petition need not be considered as fraudulent preference. It is also true that the transactions entered into after the filing of the petition for winding up, but before the order of winding up, need not be annulled at all times. But, in the case on hand, these questions do not arise. According to the contesting respondents, the transactions were completed in 1997-1998. Therefore, they claim that they do not even need a ratification by this Court. 81. But, unfortunately, the contesting respondents have not produced all the documents in their possession to show the completion of transactions. Mr.Amarnath Shroff failed to produce the agreement that he had with the company in liquidation. He has also failed to produce proof for payment of consideration for the purchase of shares from the company in liquidation. In such circumstances, I do not even have to shift my focus from the simple questions of fact to complicated questions of law. 82. Once it is found that the contesting respondents have failed to establish the completion of transaction in 19971998, then the question that arises for consideration is as to whether the Official Liquidator is entitled to the reliefs sought. As pointed out earlier, the Official Liquidator is seeking at least two types of reliefs. The first is an injunction to restrain the respondents in Comp.A.No.337 of 2012 from dealing with the property. The second is for lifting the corporate veil and to direct the respondents to produce all statutory records relating to those five companies, for the purpose of ascertaining the loss. 83. Insofar as the first relief is concerned, I think the Official Liquidator has a prima facie case for the grant of an injunction, in view of the fact that neither the promoters of the company in liquidation, nor Mr.Amarnath Shroff has produced all the records necessary to show the completion of the sale transaction in full and entirety, long before the filing of the petition for winding up. But, still the Official Liquidator does not have balance of convenience in his favour. But, still the Official Liquidator does not have balance of convenience in his favour. This is for the simple reason that the property, which is now owned by the contesting respondent in Comp.A.No.337 of 2012 is of a large extent, of which 14 companies owned one part. The company in liquidation had shares only in 5 out of those 14 companies. Therefore, if the shares held by the company in liquidation in those five companies had not been disposed of, the right that the Official Liquidator will have in the property, will only be an undivided share to an extent of just 8%, even according to the report of the Official Liquidator. Therefore, at the behest of a person who gets, even according to him, 8% of undivided share in a large extent of property, an order of interim injunction restraining developmental activities cannot be granted. 84. But, the second prayer needs to be granted, in view of the fact that all persons claiming through or under the company in liquidation in respect of any properties, are obliged to disclose full details to the Official Liquidator. I do not think that the contesting respondents can have any objection to the same. Therefore, Comp.A.Nos.248 and 337 of 2012 are disposed of to the following effect: (i) The prayer for interim injunction is rejected. However, any alienation made by the respondent in Comp.A.No.337 of 2012 will be subject to the final outcome of the proceedings before the company Court, to the extent of the share that the company in liquidation could have had in the property, if a sale transaction in full and entirety had not taken place before the filing of the winding up petition; and (ii) A direction is issued to Mr.Amarnath Shroff to file full and complete details along with necessary records, to show the nature of the transaction entered into by him with the company in liquidation, the 14 companies on whose behalf he acted as Power Agent and the records relating to passing on of consideration. Mr.Amarnath Shroff is directed to file the records with details within a period of four weeks. If the records are not available, it will be open to the Official Liquidator to come up with a prayer for appropriate reliefs. If records are available, the Official Liquidator may examine the same and file a report into Court.