ORDER : 1. Heard learned advocate Mr. Ashok L. Shah for the applicant and learned advocate Mr. Pathik M. Acharya for the respondent. 2. Learned advocate Mr. Ashok L. Shah for the applicant seeks permission to delete respondent no.2 who was joined at his request vide order dated 17th July, 2017 as presence of the Director of company in liquidation is not required for disposal of this application which is filed under section 536(2) of the Companies Act, 1956 (For short “the Act, 1956”) for validation of the transaction entered into by the applicant with the company in liquidation as per registered sale deed dated 24th September, 2012. Permission is granted. 3. The brief facts with regard to the transaction entered into by the applicant company with the company in liquidation after 11th June, 2012, the date on which the company petition for winding up was filed before this Court, is as under : (3.1) A winding up petition being Company Petition No. 139 of 2012 was filed on 11th June, 2012 against the Company by one of its unsecured creditors on the ground that the Company is unable to pay its debts and that the Company should be wound up. (3.2) The said Company Petition No. 139 of 2012 was admitted by this Court by its order dated 15-1-2013. (3.3) By a further order dated 18-11-2013 passed in Company Application No. 661 of 2013 in Company Petition No. 139 of 2012, this Court directed advertisement of the Company Petition to be published in “Indian Express” and “Divya Bhaskar” (3.4) The advertisements as directed by this Court were published in “Indian Express” and “Divya Bhaskar” on 22-11-2013. The Company was ultimately ordered to be wound up by an order of this Court dated 22-7-2015. (3.5) The Company owned and possessed factory, land and building and plant and machineries at shed being Plot No. A/2/10 admeasuring about 2157 sq. mtrs. along with construction thereon (of approximately 1075 sq. mtrs.) (bearing original Survey No. 724 within the village limits of Mauje Vapi) situated and lying in the G.I.D.C. Area of village Mauje Vapi, Taluka and Registration Sub-District of Pardi in the District of Valsad together with its plant and machineries and with rights to use manufacturing chemical permissions and gas, light and water connection (hereinafter referred to as “the said property”). The said property was already mortgaged by the Company with its bankers Dena Bank, Wadala Branch, Mumbai for various loans/credit facilities granted by the Bank to the Company. (3.6) The applicant is in the business of manufacturing of metanilic acid, Resist Salt, etc. and was looking for a suitable plot etc. for expansion of its business. In about April- May 2012, the applicant came to know that the Company’s said shed, plant and machineries were lying idle and the Company was looking out for sale of the same to pay off its dues to its Bankers. The applicant inquired with Shri Rushabh Maheshbhai Shah, Director of the Company if the Company would like to sell the said property to the applicant. The applicant was also informed that the Company was also in negotiations with its bankers for one time settlement of its dues, substantially from out of sale of its said property and that ultimately the Company had arrived at a One Time Settlement with its bankers for an amount of Rs.285/- lakhs. Simultaneously, negotiations also took place between the applicant and the Company for the sale of the said property and ultimately the Company agreed to sell the said property to the applicant firm for a total price of Rs. 2,76,00,000/-. (3.7) The Company’s banker, Dena Bank, Wadala Branch, Mumbai had also agreed to release its charge on the said property if an amount of Rs. 2,70,00,000/- was paid to it. It was agreed that out of the total consideration of Rs. 2,76,00,000/- payable by the applicant to the Company, the Company would directly pay to the Company’s banker, the amount of Rs.2,70,00,000/- towards the Company’s dues to its bankers and on receipt of the said amount, the Company’s bankers would release their charge on the said property. Ultimately an agreement to sell dated 26-6-2012 was entered into between the Company and the applicant to sell the said property to the applicant for a total consideration of Rs. 2,76,00,000/- out of which Rs.5,00,000/- was paid at the time of entering into the Agreement to sell by a cheque dated 25-6-2012 bearing No.966139 and Rs. 2,70,00,000/-was to be directly deposited with the Company’s banker Dena Bank against its dues from the Company. Rs. 1,00,000/- was paid to the Company in cash later on at the time of execution of the deed of conveyance on 24-9-2012. 2,70,00,000/-was to be directly deposited with the Company’s banker Dena Bank against its dues from the Company. Rs. 1,00,000/- was paid to the Company in cash later on at the time of execution of the deed of conveyance on 24-9-2012. (3.8) Before the final deed of conveyance could take place, the applicant obtained the title clearance certificate and for that purpose public advertisements for Title Clearance Certificate were published in Gujarati daily “Gujarat Samachar” on 26-8-2012 (in both Vapi edition and Ahmedabad edition). After the said advertisement and proper verification, Title Clearance Certificate was also issued. The applicant, therefore, through its bank Bhagyodaya Co-operative Bank Limited, Nava Madhupura, Ahmedabad paid of Rs.2,70,00,000/- directly to Dena Bank, Wadala Branch, Mumbai on behalf of the Company against the dues of the Company to the said Bank. The said payment of Rs.2,70,00,000/- was made to the Company’s Bankers by Bhagyodaya Co-operative Bank Ltd., Nava Madhupura, Ahmedabad on behalf of the applicant by cheque No, 382622 dated 24-9-2012. (3.9) The applicant also applied to GIDC Vapi for permission to transfer the said plot in its favour. GIDC granted transfer permission vide its permission letters dated 21-9-2012 and 3-10- 2012. (3.10) Following the Title Clearance Certificate and full payment of the purchase consideration (Rs. 5,00,000/- paid by cheque No. 966139 dated 25-6-2012 at the time of entering into Banakhat, Rs. 2,70,00,000/- paid by cheque No. 382 622 on 24-9-2012 directly to the Company’s Banker Dena Bank towards the Company’s dues to the said bank and Rs.1,00,000/- paid in cash at the time of execution of the conveyance deed = total Rs. 2,76,00,000/-), a sale deed dated 24-9-2012 between the Company and the applicant was executed and was also duly registered on 24-9-2012 with the office of the Sub-Registrar, Pardi. (3.11) The applicant came to know about the filing of the winding up petition and this Court passing order of winding up of the Company vide order dated 27-7-2015 in Company Petition No. 139 of 2012 only when officers of the Respondent Official Liquidator of the Company visited the said premises of the applicant on 11-9-2015 to take possession of the said property. The applicant informed the officers of the Official Liquidator of the fact that the applicant had already purchased the said property way back in the year 2012 and that a sale deed was also executed and registered on 24-9-2012. The applicant informed the officers of the Official Liquidator of the fact that the applicant had already purchased the said property way back in the year 2012 and that a sale deed was also executed and registered on 24-9-2012. The officers of the Official Liquidator prepared minutes of the said visit. 4. Learned advocate Mr. Shah submitted that the applicant was not aware at all of the winding up proceedings and the order of winding up passed by this Court against the company in liquidation. (4.1) It was submitted that the applicant has purchased the said property in good faith bona fidely and the entire sale consideration was paid by the applicant to the DENA bank who was the secured creditor of the company in liquidation. It was therefore, submitted that the transaction entered into by the applicant with the company in liquidation is required to be validated under the provisions of section 536(2) of the Act, 1956. (4.2) It was also pointed out that the applicant had preferred Misc. Civil Application No. 175/2015 in Company Petition No.139/2012 for recall of the order of winding up, however, the same was not pressed with a liberty to file appropriate application under section 536(2) of the Act, 1956 which was permitted by this Court vide order dated 26th February, 2016 and accordingly, this application is filed. (4.3) Learned advocate Mr. Shah also relied upon the decision of this Court in case of Hawa Controls v. O.L. of Tirupati Foundry Private Limited passed in Company Application No. 622 of 2006, in support of his submissions, wherein this Court held as under : “9. After having heard learned advocates appearing for the respective parties and after having gone through the affidavit filed in support of Judge's Summons, documents attached with the Judge's Summons and the affidavit filed by the respondent No.4, the Court is of the view that it is true that during the pendency of the winding up petition, the transactions in question were taken place. However, it has not come on record that the applicant was aware about the fact that winding up proceedings are pending before the Court. It is true that Ex-Directors might be aware about winding up proceedings but nobody has ever contemplated that the winding up order might be passed in the pending winding up petition. However, it has not come on record that the applicant was aware about the fact that winding up proceedings are pending before the Court. It is true that Ex-Directors might be aware about winding up proceedings but nobody has ever contemplated that the winding up order might be passed in the pending winding up petition. It is an admitted position that the winding up order was passed much after the completion of the transactions of sale and while invoking the provisions contained in Sections 531 & 531-A of the Companies Act 1956, one has to see that whether the transactions in question are fraudulent or not or whether any preferential treatment has been given. Looking to the records available, it is difficult to come to the conclusion that the properties were transferred in a fraudulent manner or with inadequate consideration. The sale deeds are registered sale deeds. After sale of the properties, they were registered with the authorities, names were transferred in the Municipal record and the Society's record and all these transactions appear to be legal and valid. There is no allegation from any corner that the properties were undervalued as sale deeds have been duly registered. Even before selling the properties in question, necessary resolutions have been passed and those resolutions have come on record. 10. Before this Court, reliance was placed on the decision of the Bombay High Court in the case of MONARK ENTERPRISES Vs. KISHAN TULPULE AND OTHERS, 74 COMPANY CASES 89 wherein it is held that Section 531-A of the Companies Act, 1956 provides for “avoidance of voluntary transfers” made by a Company within a period of one year during the presentation of a petition for winding up (i) if such transfer was not made in the ordinary course of its business, or (ii) if such transfer was not made in good faith for valuable consideration. If the Court comes to the conclusion that such transfer, though made within a period of one year before presentation of the petition, was made either in the ordinary course of business or in good faith and for valuable consideration, such transfer would not be annulled. The burden of proving that the impugned transaction was not entered into in the ordinary course of business or in good faith and for valuable consideration would be on the Official Liquidator or the Creditors impugning the transaction. 11. The burden of proving that the impugned transaction was not entered into in the ordinary course of business or in good faith and for valuable consideration would be on the Official Liquidator or the Creditors impugning the transaction. 11. So far as the present case is concerned, neither the Official Liquidator nor any of the Creditors have come forward and pointed out that the transaction in question was not entered into in the ordinary course of business or in a good faith and for valuable consideration. On the contrary, the applicant has proved beyond reasonable doubt by producing necessary evidence and established that the transaction in question was valid and genuine. The Bombay High Court has further observed in the aforesaid judgment that unless a transaction of transfer of a company's property amounts to a fraudulent preference under the bankruptcy law or insolvency law and it is entered into within a period of six months prior to the commencement of winding up of the company, the transaction in question cannot be treated as void under Section 531 (1) of the Companies Act, 1956. The law does not presume the transaction to be a fraudulent preference merely because it was entered into within a period of six months prior to the commencement of winding up. If the transaction was entered into as a result of lawful pressure of a bona fide creditor to recover his dues, the transaction of transfer could not be treated as a fraudulent preference. This question does not arise in the present case as it is not the case of the applicant that the applicant has entered into the transaction in question as a result of any pressure to recover its dues. 12. Taking overall view of the matter and considering the relevant statutory provisions as well as decided case law on the subject, the Court is fully convinced with the submissions made on behalf of the applicant and hence, the declaration sought for in the present Judge's Summons is granted. The transaction in question cannot be hit by the provisions contained in Sections 531 & 531- A of the Companies Act, 1956. The Official Liquidator is, therefore, directed not to take possession of the properties in question.” 5. On the other hand, learned advocate Mr. The transaction in question cannot be hit by the provisions contained in Sections 531 & 531- A of the Companies Act, 1956. The Official Liquidator is, therefore, directed not to take possession of the properties in question.” 5. On the other hand, learned advocate Mr. Pathik Acharya appearing for the Official Liquidator of the company in liquidation submitted that admittedly the applicant has not sought validation of the transaction which was entered into in the year 2012, after filing of the winding up petition on 11th June, 2012 for almost four years and therefore, it cannot be said that the applicant is a bona fide purchaser in good faith of the said property of company in liquidation after presentation of the winding up petition before this Court. (5.1) Learned advocate Mr. Acharya referred to the provisions of section 531-A of the Act, 1956 to declare the transaction entered into by the applicant company as void. It was also pointed out that as per section 441 of the Act, 1956, the commencement of date of winding up would be the date of filing of the winding up petition before this Court and accordingly, it was submitted that admittedly winding up petition was filed on 11th June, 2012 and therefore, transaction entered into thereafter on 29th September, 2012 would be hit by the provisions of section 531-A of the Act, 1956. 6. Having heard the learned advocates appearing for both the sides and having gone through the materials on record, it appears from the facts which are not in dispute that the sale deed for purchase of the assets, land and building and machineries of the company in liquidation is executed in favour of the applicant prior to the date of admission of the company petition. From the chronology of the events narrated here-in-above, it is clear that the winding up petition was filed on 11th June, 2012 and thereafter, notice of the petition was issued on 27th July, 2012 and this Court admitted the company petition by order dated 15th January, 2013 and till that date, no one appeared for the company in liquidation before this Court. 7. 7. In view of above undisputed facts, it cannot be said that the applicant has entered into transaction of purchase of sale of the assets of the company without good faith or bona fide intention, more particularly, when the applicant has deposited the entire sale consideration with DENA bank with whom the property which was purchased by the applicant was mortgaged. Learned advocate Mr. Shah has also invited the attention of the Court to the letter dated 25th September, 2012 of DENA bank releasing charge over land and building and plant and machinery of the company in liquidation situated at A-2/10 (Survey No. 724) GIDC, Vapi and submitted that DENA bank had entered into One Time Settlement of Rs. 285 lakhs with the company in liquidation and agreed to release the charge over the property which was purchased by the applicant and it is also acknowledged by DENA bank that the applicant has paid Rs.270 lakhs on 24th September, 2012 which is also reflected in the registered sale deed executed on 29th September, 2012 which is produced on record at Annexure- K(page-46). 8. Considering the above facts as well as the relevant statutory provisions, the prayers made by the applicant is required to be accepted and declaration sought for in this Judge’s Summons is granted. It is declared that the transaction in question cannot be said to be hit by the provisions contained in sections 531 and 531-A of the Act, 1956 and therefore, the transaction is validated as per the provisions of section 536(2) of the Act, 1956 as such transaction cannot be said to be a void transaction. 9. Company Application is accordingly allowed. Sale of lands and factory of Hilton Organic Chemicals Private Limited (company in liquidation) situated at and being industrial plot together with construction thereon being Plot No. A/2/10 having plot area admeasuring 2157 sq. mtrs, (Revenue Survey no. 724), GIDH, Vapi effected by registered sale deed dated 24th September, 2012 together with machineries and other movable properties listed in the sale deed is validated and the Official Liquidator is directed not to take the possession of the same.