JUDGMENT : PIYUSH AGRAWAL, J. 1. Heard Sri Naveen Sinha, learned senior counsel assisted by Sri Tarun Agarwal and Sri Prakhar Saran Srivastava, learned counsel for the applicants, Sri J.Nagar, learned senior counsel assisted by Sri Pratik J. Nagar, learned counsel for N.T.C., Sri S.P.Singh, learned Senior Advocate and ASGI assisted by Sri Purnendu Kumar Singh, learned counsel for the Union of India and learned counsel for the Official Liquidator. 2. Misc. Company Application No. 37 of 2019 has been filed by the applicant - by M/s Balrampur Chini Mills Limited for directing the Official Liquidator to exclude the 10 plots, being plot nos. 394, 395, 393, 391, 337, 339, 340, 351-Ka, 351-Kha and 351-Ga (total area 6.76 hectares) situated at Village – Maraya, Magahar, Purab, Tehsil – Khalilabad, District – Sant Kabir Nagar for the purposes of valuation in pursuance of the order dated04.09.2018 passed by this Court in Misc. Company Application No. 7/1996 and release them from the attachment of Official Liquidator. 3. Misc. Company Application No. 11 of 2018 has been filed by the applicant - M/s Balrampur Chini Mills Limited for release of plot nos. 9 area 0.1200 hectare, 11 area 0.0490 hectare, 50 area 0.1260 hectare, 51 area 0.0380 hectare (total area 0.3330 hectare) situated at Village – Uska Kalan as well as plot nos. 1 area 0.1050 hectare, 80 area 0.1650 hectare, 81-K area 0.0390 hectare, 82 area 0.4490 hectare and 83-Kha area 0.3650 hectare (total area 1.1230 hectares) situated in Village – Uska Khurd. 4. Misc. Company Application No. 79 of 2023 has been filed by the applicants - M/s Aisshpra Developers Private Limited and M/s Sri Raghuvar Industries Private Limited to quash/set aside the letter dated 14.08.2023 issued by the Official Liquidator and to restrain the Official Liquidator from meddling with the affairs of two plots bearing plot nos. 389 (area 2.979 hectares) and 390 (area 4.155 hectares) situated in Village – Maraya as well as to reject the Official Liquidator Report No. (Judl.) 335 of 2023. 5. Since learned counsel for the parties submit that the issues involved in these applications, i.e., Misc. Company Application Nos. 37 of 2019, 11 of 2018 and 79 of 2023, are similar and inter-connected, therefore, the same are being decided by the common order with the consent of the parties. Misc. 5. Since learned counsel for the parties submit that the issues involved in these applications, i.e., Misc. Company Application Nos. 37 of 2019, 11 of 2018 and 79 of 2023, are similar and inter-connected, therefore, the same are being decided by the common order with the consent of the parties. Misc. Company Application No. 79 of 2023 is taken as a leading case for deciding the controversy involved in these applications. (Ref:- Misc. Company Application No. 79 of 2023) 6. The brief facts of the case are that M/s Ganesh Sugar Mills at Maharajganj being only unit of Swadeshi Mining & Manufacturing Company Limited (hereinafter referred to as, 'the SMMCL ') and being a subsidiary Company of SCMCL, was taken under the administrative control of NTC. SMMCL became a sick Company under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (hereinafter referred to as, 'the SICA ') and a reference under section 21 of the SICA was made in the year 1996. In spite of several efforts to revive and restart the Sugar Unit failed, the Board of Industrial & Financial Reconstruction (hereinafter referred to as, 'the BIFR ') finally recommended to this Court for winding up. The appeal against the order of Appellate Authority for Industrial & Financial Reconstruction (hereinafter referred to as, 'the AAIFR ') was dismissed. The order of BIFR was affirmed by the AAIFR. The workmen of the Company filed a petition against the order of BIFR, which was also dismissed. 7. On the recommendation of BIFR, Company Application No. 7 of 1996 was registered before the Company Judge of this Court and the Company was ordered to be wound up on 29.09.1999. Against the order winding up, a special appeal was preferred by Mazdoor Union of the Sugar Mill and during the pendency of the said appeal, various proposals for revival were considered, where the National Textile Corporation (hereinafter referred to as, 'the NTC ') was not in favour of running the Unit, Ganesh Sugar Mills, but was permitted to search partner for running it in joint venture. Finally, the Appeal No. 857/2001 and one other Appeal No. 41/2001 preferred by the workman's Union were disposed of on 28.01.2018. The order of winding up was set aside, the matter was remanded to the Company Judge with a direction to consider the proposal of revival. 8. Finally, the Appeal No. 857/2001 and one other Appeal No. 41/2001 preferred by the workman's Union were disposed of on 28.01.2018. The order of winding up was set aside, the matter was remanded to the Company Judge with a direction to consider the proposal of revival. 8. On 09.09.2008, the Company Court notices that the Ministry of Textile is not interested to restart the Unit, directed the NTC to prepare a list of assets and liabilities of the Company, advertisements for revival of the Unit in joint venture was issued. Bajaj Hindustan Limited and Shiv Shakti Chini Mill bid for joint venture by satisfying the condition which may be placed by the NTC was permitted. The NTC was directed to consider the proposal and submit the same for consideration before the Company Court. At the same time, workmen were also given liberty to approach the NTC for payment of their dues, NTC was further directed to suggest the sale of some surplus and unutilized land towards the payment for workmen. Further direction was issued to the interested party to make deposit of Rs. 10 crores unconditionally as a condition precedent for entering into negotiations for joint venture. In pursuance thereof, to run the Unit in joint venture failed. Since the Mill was lying closed, by order dated 22.07.2010, the Court observed to dispose of the surplus properties as an interim measure to relieve the Company of its burden concerning dues of the workmen. 9. Shiv Shakti Sugar Mills expressed interest for running the Sugar Mill, but without depositing a sum of Rs. 10 crores as condition precedent for considering the offer. On 09.02.2012, the Court declined to consider the offer without deposit of Rs. 10 crores unconditionally. On 28.02.2012, the order records that in pursuance of the earlier order, a sum of Rs. 67 lacs & odd have been received and collected by the Registrar General of this Court to satisfy the dues of the workmen, which was quite meager and therefore, a direction was issued for sale of surplus properties of the Company. 10. Ultimately, under the direction of this Court, the plant & machinery and scrape were sold, confirmed on 18.02.2013 to the auction purchaser and sale proceeds, which was received, was directed to be deposited in fixed deposit. A sum of Rs. 10,36,92,841/- was lying with NTC and other sum of Rs. 10. Ultimately, under the direction of this Court, the plant & machinery and scrape were sold, confirmed on 18.02.2013 to the auction purchaser and sale proceeds, which was received, was directed to be deposited in fixed deposit. A sum of Rs. 10,36,92,841/- was lying with NTC and other sum of Rs. 2621616/- with the Registrar General of this Court after adjusting a sum of Rs. 2,05,26,959/-, which was distributed. 11. In view of the aforesaid facts, the court passed an order dated 27.05.2014 for winding up and directed the Official Liquidator to take over the assets of the Company,i.e., SMMCL, including the land property of Ganesh Sugar Mills, Maharajganj and NTC was directed to transfer the fund available with them in the name of Company to the Official Liquidator forthwith. 12. Against the winding up order, a Special Appeal (Defective) No. 981/2014 (Special Appeal No. 49 of 2015) was preferred, which was dismissed vide order dated 09.05.2017. Against the aforesaid dismissal order, the NTC preferred Special Leave Petition before the Apex Court, which was also dismissed. 13. M/s Swadeshi Cotton Mills Company Limited (hereinafter referred to as, 'the SCMCL ') was nationalized by the Central Government by promulgating Swadeshi Cotton Mills Company Limited (Acquisition & Transfer of Undertakings) Act, 1986 (hereinafter referred to as, 'the ATU, Act 1986 '). By the said Act, six textiles undertakings belonging to Swadeshi Group were nationalized and the shares of the SMMCL were vested with the NTC. The legal battle reached upto the Apex Court, where in the case of M/s Doypack Systems Private Limited Vs. Union of India & Others [ (1988) 2 SCC 299 ], it has been held that only the shares of SCMCL stood vested in NTC by virtue of acquisition. 14. The management of the SMMCL executed sale deeds with regard to the plots in question, along with other plots as mentioned in the sale deeds, in favour of Khalilabad Sugar Mills Private Limited (hereinafter referred to as, 'the KSMPL ') on 15.05.1987, which was registered on 02.06.1987. In pursuance of the said sale deed, KSMPL was put into actual physical possession, including other plots that were conveyed through the said registered sale deeds. Original Suit No. 337 of 1995 was instituted by the NTC for permanent injunction against the KSMPL restraining from interfering in the properties mentioned therein. In pursuance of the said sale deed, KSMPL was put into actual physical possession, including other plots that were conveyed through the said registered sale deeds. Original Suit No. 337 of 1995 was instituted by the NTC for permanent injunction against the KSMPL restraining from interfering in the properties mentioned therein. The aforesaid suit was dismissed in default vide order dated 04.09.1998. Thereafter, a restoration application (Misc. Case NO. 63/2001) was moved, which was also dismissed for want of prosecution vide order dated 05.08.2006. 15. After purchase of the plots in question, KSMPL moved an application for mutation under sections 33/39 of the U.P. Land Revenue Act, 1901. KSMPL became sick company in the year 2001. Accordingly, a reference was made to the BIFR, which was registered as BIFR Case No. 343/2003. The BIFR sanctioned a scheme of rehabilitation on 14.08.2013. Later on, the KSMPL stood merged with M/s Balrampur Chini Mills Limited (hereinafter referred to as, 'the BCML ') on 03.10.2013. Thus, BCML became absolute owner of all movable or immovable properties of KSMPL, which was in its possession. 16. BCML instituted proceedings under section 34 of the U.P. Revenue Code, 2006 for mutation of its name inter alia over the properties in question and the case was registered as Case No. T – 20161765021037 of 2016. The aforesaid case was allowed by the Tehsildar vide order dated 19.10.2016. Thereafter, when the employees & Officers of NTC were interfering with the peaceful possession of BCML, the BCML instituted Original Suit No. 99 of 2017 for a decree of permanent injunction to restrain them from interfering in any manner with regard to the peaceful possession of BCML over the suit property, in which the NTC filed objection to 6-C application on 25.11.2017. 17. BCML, by registered sale deed dated 30.06.2023 registered on 01.07.2023, sold 6.80 hectares of land forming part of plot nos. 389 & 390 in Village – Maraya to applicant no. 1 – M/s Aisshpra Developers Private Limited. Further, the remaining area of plot nos. 389 & 390 in Village – Maraya admeasuring 0.3340 hectare was sold to M/s Sri Raghuwar Industries Private Limited by way of registered sale deed dated 20.09.2023, registered on 21.09.2023. 18. 389 & 390 in Village – Maraya to applicant no. 1 – M/s Aisshpra Developers Private Limited. Further, the remaining area of plot nos. 389 & 390 in Village – Maraya admeasuring 0.3340 hectare was sold to M/s Sri Raghuwar Industries Private Limited by way of registered sale deed dated 20.09.2023, registered on 21.09.2023. 18. When the mutation application was moved by the applicants, the NTC informed the Official Liquidator about the said transfer, to which the Official Liquidator sent the impugned letter dated 14.08.2023 to the District Magistrate seeking restraint from mutation/transfer/alienation of the aforesaid plots in question in favour of the applicants. Official Liquidator also submitted OL OL Report No. (Judl.) 335/2023. Hence, the present application. 19. Sri Naveen Sinha, learned Senior Advocate for the applicants submits that KSMPL merged with BCML by way of scheme of rehabilitation sanctioned by the BIFR. The BCML became absolute owner of the plots in question situated in Village – Maraya, along with other properties in possession. BCML, thereafter, sold the plots in question to the applicants, i.e., M/s Aisshpra Developers Private Limited and M/s Sri Raghuvar Industries Private Limited by the two different registered sale deeds. 20. He further submits that the scheme of rehabilitation has attained finality as, at no point of time, the scheme was ever challenged, either by the NTC or by the Official Liquidator. He further submits that when SMMCL sold the plots in question to KSMPL through registered sale deed dated 15.05.1987, KSMPL became its absolute owner of movable and immovable properties of SMMCL, including the plots in question much before the winding up proceedings, which were initiated in the year 1996 before this Court. 21. The NTC was well aware of the said fact and therefore, instituted Original Suit No. 337 of 1995 for permanent injunction against KSMPL, but never challenged the cancellation of sale deed dated 15.05.1987. The aforesaid suit was dismissed in default vide order dated 04.09.1998. Thereafter, a restoration application (Misc. Case NO. 63/2001) was moved, which was also dismissed for want of prosecution vide order dated 05.08.2006. 22. The NTC has no right to oppose the sale made by the BCML to the applicants. The aforesaid suit was dismissed in default vide order dated 04.09.1998. Thereafter, a restoration application (Misc. Case NO. 63/2001) was moved, which was also dismissed for want of prosecution vide order dated 05.08.2006. 22. The NTC has no right to oppose the sale made by the BCML to the applicants. He further submits that SCMCL, being a parent Company of SMMCL and SMMCL as its subsidiary Company, only shares to the extent of 97.91% were acquired by NTC, but the movable or immovable properties of SMMCL do not vest on NTC. He further submits that vesting of shares also does not automatically vests the properties of the subsidiary Company. He further submits that the subsidiary Company is distinct and independent juristic entity capable of holding, transferring and alienating its properties. The parent Company, i.e., NTC, can, at best, exercise managerial control over its subsidiary by re-jigging the Board of Directors. 23. To buttress his submission, learned Senior Advocate for the applicants has relied upon the judgements in (1) Vodafone International Holdings BV Vs. Union of India [ (2012) 6 SCC 613 ], (2) M/s Doypack Systems Private Limited Vs. Union of India & Others [ (1988) 2 SCC 299 ], (3) Ashok Kumar & Others Vs. State of U.P. & Others [ 2008 (6) ADJ 660 (DB)], (4) Madura Coats Limited Vs. Modi Rubber Limited & Another [ (2016) 7 SCC 603 ], (5) NGEF Limited Vs. Chandra Developers (P) Limited & Another [ (2005) SCC 219 ] as well as (6) Modi Rubber Limited Vs. Continental Carbon India Limited [2023 SCC OnLine SC 296]. 24. Sri S.P. Singh, learned ASGI, assisted by Shri Purnendu Kumar Singh, learned counsel for the Union of India submits that once, by the ATU Act, 1986 all the textiles undertakings belonging to Swadeshi Group were nationalized and merged with the Union of India on the strength of the said notification, any transaction made thereafter by any Officer of the Undertaking (SMMCL) is without any authority of law and therefore, all transactions, thereafter, cannot be treated as in accordance with law. 25. Rebutting the submissions of Shri Sinha, learned Senior Counsel for the applicants, Sri J. Nagar, learned Senior Counsel for N.T.C. submits that SMMCL was the owner of the plots in question, who was the subsidiary of SCMCL. 25. Rebutting the submissions of Shri Sinha, learned Senior Counsel for the applicants, Sri J. Nagar, learned Senior Counsel for N.T.C. submits that SMMCL was the owner of the plots in question, who was the subsidiary of SCMCL. SCMCL was nationalized by the Central Government by promulgating ATU, Act 1986, by which six textiles undertakings belonging to Swadeshi Group were nationalized. Once the Units were nationalized by notification dated 13.04.1978 issued under section 18-A of the Industries (Development & Regulation) Act, 1951, the properties of SMMCL stood vested in NTC by virtue of ATU Act, 1986. He further submits that once the property is vested with nationalized textile/corporation/company, the SMMCL does not possess or has competence to pass any title to KSMPL and therefore, the sale deed dated 15.05.1987 in favour of KSMPL is void abinitio. 26. He further submits that the NTC preferred Original Suit No. 337 of 1995 against the KSMPL, which was dismissed vide order dated 04.09.1998 and its recall application was also dismissed, but by mere dismissal of the suit, does not entitle the applicants to use as a sword and no shield. 27. Shri Nagar, in support of his submissions, has placed reliance on the judgements of the Apex Court in (1) M/s Motilal Padampat Sugar Mills Company Limited Vs. The State of U.P. & Others [ AIR 1979 SC 621 ], (2) M/s Doypack Systems Private Limited Vs. Union of India & Others [ (1988) 2 SCC 299 ] as well as (3) Swadeshi Cotton Mills Vs. Union of India [ (1981) 1 SCC 664 ]. 28. He further submits that the property in question was mortgaged with the State Government as well as with U.P. Sugar Special Fund Committee against the dues of Rs. 4513956/- and Rs. 3873973/- by mortgage deed dated 21.06.1986 and 01.07.1986, respectively. He further submits that the property of SMMCL was purchased out of the funds provided by the SCMCL and therefore, the property also vested with NTC by virtue of ATU Act, 1986 and therefore, the sale deed dated 15.05.1987 is void abinitio. 29. Learned counsel for the Official Liquidator submits that once the Company, i.e., SMMCL, is in liquidation under the orders of this Court, all the properties vested in it come under the provisions of COMPANIES ACT . 29. Learned counsel for the Official Liquidator submits that once the Company, i.e., SMMCL, is in liquidation under the orders of this Court, all the properties vested in it come under the provisions of COMPANIES ACT . He further submits that once winding up order has been passed by this Court against the Company and its liquidation is under process, then any movable or immovable assets belong to the Company cannot be alienated without permission of this Court and any action taken contrary to it cannot be permitted in the eyes of law. The letter dated 14.08.2023 was rightly issued to the District Magistrate as well as the Official Liquidator's Report No. 335/2023 are in accordance with law. He prays for rejection of the instant application no. 79/2023. 30. After hearing learned counsel for the parties, the Court has perused the records. 31. It is not in dispute that the SMMCL became sick Company as per the SICA. On the recommendation of the BIFR, Company Application No. 7 of 1996 was registered before this Court. On 29.09.1999, winding up order was passed. Against the said order, the matter travel upto the Apex Court. On remand by the Division Bench of this Court to reconsider the scheme of revival of Company, but all efforts of revival failed. On 27.05.2014, again winding up order was passed, against which Special Appeals were filed before the Division Bench of this Court. On 09.05.2017, the Special Appeals were dismissed and the winding up order dated 27.05.2014 was confirmed. Against the order of the Special Appeal, the parties could not succeed in the Apex Court also. 32. Learned Senior Counsel for the NTC as well as learned counsel for the Union of India have emphasized that ATU Act, 1986 came into force by notification dated 13.04.1978 and once the said Act came into force, six textiles units vested with the national textile and therefore, the NTC became absolute owner of all movable and immovable properties of the textile unit. 33. The issue traveled upto the Apex Court in the case of M/s Doypack Systems Private Limited (supra), in which, the Apex Court, after detailed discussion, held that the only shares, in pursuance of the ATU Act, 1986, vest with the Central Government/NTC. The relevant paragraphs are quoted below:- “69. We therefore, reiterate that the shares vested in the Central Government. The issue traveled upto the Apex Court in the case of M/s Doypack Systems Private Limited (supra), in which, the Apex Court, after detailed discussion, held that the only shares, in pursuance of the ATU Act, 1986, vest with the Central Government/NTC. The relevant paragraphs are quoted below:- “69. We therefore, reiterate that the shares vested in the Central Government. Accordingly the shares in question are vested in NTC and it has right over the said 34 per cent of the shareholdings. 70. In the aforesaid view of the matter we hold that the 10,00,000 shares in Swadeshi Polytex Limited and 17,18,344 shares in Swadeshi Mining and Manufacturing Company Limited held by the Swadeshi Cotton Mills vested in the Central Government under sections 3 and 4 of the Act.” 34. On perusal of the aforesaid paragraphs, it clearly holds that only the shares have been transferred and vested with the Central Government, i.e., NTC. The shares of SMMCL held by SCMCL stood vested in NTC by virtue of ATU Act, 1986. 35. Vesting of shares does not automatically vest the property of the subsidiary Company as held in the case of Vodafone International Holdings BV (supra). The relevant paragraphs of the said judgement are quoted below:- “254. COMPANIES ACT in India and all over the world have statutorily recognised subsidiary company as a separate legal entity. Section 2(47) of the Indian COMPANIES ACT 1956 defines "subsidiary company" or "subsidiary", a subsidiary 156 company within the meaning of Section 4 of the Act. For the purpose of Indian COMPANIES ACT , a company shall be subject to the provisions of sub-section 3 of Section 4, be deemed to be subsidiary of another, subject to certain conditions, which includes holding of share capital in excess of 50% controlling the composition of Board of Directors and gaining status of subsidiary with respect to third company by holding company's subsidization of third company. 255. A holding company is one which owns sufficient shares in the subsidiary company to determine who shall be its directors and how its affairs shall be conducted. Position in India and elsewhere is that the holding company controls a number of subsidiaries and respective businesses of companies within the group and manage and integrate as whole as though they are merely departments of one large undertaking owned by the holding company. Position in India and elsewhere is that the holding company controls a number of subsidiaries and respective businesses of companies within the group and manage and integrate as whole as though they are merely departments of one large undertaking owned by the holding company. But, the business of a subsidiary is not the business of the holding company (See Gramophone & Typewriter Ltd. v. Stanley, (1908-10) All ER Rep 833 at 837). 256. Subsidiary companies are, therefore, the integral part of corporate structure. Activities of the companies over the 157 years have grown enormously of its incorporation and outside and their structures have become more complex. Multi National Companies having large volume of business nationally or internationally will have to depend upon their subsidiary companies in the national and international level for better returns for the investors and for the growth of the company. When a holding company owns all of the voting stock of another company, the company is said to be a WOS of the parent company. Holding companies and their subsidiaries can create pyramids, whereby subsidiary owns a controlling interest in another company, thus becoming its parent company. 257. Legal relationship between a holding company and WOS is that they are two distinct legal persons and the holding company does not own the assets of the subsidiary and, in law, the management of the business of the subsidiary also vests in its Board of Directors. In Bacha F. Guzdar v. CIT AIR 1955 SC 74 , this Court held that shareholders' only rights is to get dividend if and when the company declares it, to participate in the liquidation proceeds and to vote at the shareholders' meeting. Refer also to Carew and Company Ltd. v. Union of India (1975) 2 SCC 791 and Carrasco Investments Ltd. v. Special Director, Enforcement (1994) 79 Comp Case 631 (Delhi). 258. Holding company, of course, if the subsidiary is a WOS, may appoint or remove any director if it so desires by a resolution in the General Body Meeting of the subsidiary. Holding companies and subsidiaries can be considered as single economic entity and consolidated balance sheet is the accounting relationship between the holding company and subsidiary company, which shows the status of the entire business enterprises. Holding companies and subsidiaries can be considered as single economic entity and consolidated balance sheet is the accounting relationship between the holding company and subsidiary company, which shows the status of the entire business enterprises. Shares of stock in the subsidiary company are held as assets on the books of the parent company and can be issued as collateral for additional debt financing. Holding company and subsidiary company are, however, considered as separate legal entities, and subsidiary are allowed decentralized management. Each subsidiary can reform its own management personnel and holding company may also provide expert, efficient and competent services for the benefit of the subsidiaries.” 36. On perusal of the aforesaid judgement of the Apex Court, it clearly distinguishes between the parent company and the subsidiary company. Subsidiary company is a juristic and independent entity capable of holding, transferring and alienating its property. The parent company can only, at best, exercise managerial control over the subsidiary company for re-jigging the Board of Directors. 37. Further, the Division Bench of this Court in Rajeev Kumar Jauhari & Others Vs. State of U.P. & Others [ 2007 (7) ADJ 110 (DB)] has held as under:- "Merely for the reason that the State Government is 100% share holder of the company does not identify the company itself with the State Government. In Shrikant Vs. Vasant Rao 2006 (2) SCC 682 , the Court held in para 24 that in the matter of a company where the entire share capital is held by the State Government, yet it cannot be identified with the State Government and is always entitled to act and proceed in a manner a company function. This principle was recognized as long back as in 1970 also by a Constitution Bench in R.C. Cooper Vs. Union of India, AIR 1970 SC 564 , and at page 584, the Apex Court held- "A company registered under the COMPANIES ACT is a legal person, separate and distinct from its individual members. Property of the Company is not the property of the shareholders. A shareholder has merely an interest in the Company arising under its Article of Association measured by a sum of money for the purpose of liability, and by a share in the profit ." 38. Record shows that SMMCL was a subsidiary of SCMCL, by ATU Act, 1986, NTC became the owner of 97.91% share of the Company in liquidation. A shareholder has merely an interest in the Company arising under its Article of Association measured by a sum of money for the purpose of liability, and by a share in the profit ." 38. Record shows that SMMCL was a subsidiary of SCMCL, by ATU Act, 1986, NTC became the owner of 97.91% share of the Company in liquidation. By vesting of shares does not automatically vests the property of the subsidiary Company as held by the Apex Court in the case of Vodafone International Holdings BV (supra). Further, this Court has held that the property of the Company is not the property of the shareholders. The Apex Court has also held in the case of M/s Doypack Systems Private Limited (supra) that only shares and not the property is vested in the NTC/Union. 39. In view of the above, the NTC does not become the owner of the property held by the subsidiary company, i.e., SMMCL. 40. The record further shows that it is not in dispute that SMMCL executed a sale deed in favour of KSMPL on 15.05.1987, which was registered on 02.06.1987. The relevant extract of the said sale deed, including the sale of various properties mentioned in the Schedule of properties, is reproduced below:- SCHEDULE OF THE PROPERTY ABOVE REFERRED TO All those pieces and parcels of land admeasuring 23.480 Bigha situated at Village Maraya, 1.3125 Bigha situate at Village Uska Kalan and 4.44 Bigha situate at Village Uska Khurd in Tehsil Khalilabad and District Basti in the State of Uttar Pradesh, comprising the following plot Nos. with respective areas: AT VILLAGE MARYA: Plot No. Area Bigha Biswa Biswans 389 11 15 11 390 11 8 11 23 4 2 384K 0 4 10 384F 0 1 0 0 5 10 AT VILLAGE USKA KALAN: Plot No. Area Bigha Biswa Biswans 9 0 9 9 11 0 3 17 50 0 10 0 51 0 2 19 1 6 5 AT VILLAGE USKA KHURD: Plot No. Area Bigha Biswa Biswans 1 0 8 6 80 0 13 2 81K 0 3 2 82 1 15 10 83 KH 1 8 16 4 8 16 Total Area 29 4 13 Say 29.2325 Bigha. 41. The aforesaid sale deed further shows that the properties were sold to KSMPL with the express recital that it shall liquidate the debts owed to Government of U.P. and the Sugar Committee. 41. The aforesaid sale deed further shows that the properties were sold to KSMPL with the express recital that it shall liquidate the debts owed to Government of U.P. and the Sugar Committee. The sale consideration too was equal to the total debt then due and payable. 42. The record further shows that the sale deed executed by SMMCL in favour of KSMPL has not been challenged before any competent court at any stage. The record further shows that the NTC instituted Original Suit No. 337/1995 for permanent injunction for not interfering with the properties mentioned therein. In the said suit, a specific averment in paragraph no. 4 and prayer has been made with regard to the sale deed dated 15.05.1987, which is as follows:- 43. The suit, which was instituted by the NTC clearly reveals that the NTC had knowledge about the execution of the sale deed dated 15.05.1987 in favour of KSMPL, but still did not take an appropriate step for cancellation of the said sale deed, if aggrieved by it. In order words, NTC/Union actually acknowledged the sale deed dated 15.05.1987 in favour of the KSMPL as well as waived its right to challenge the said sale deed. Further, the sale deed dated 15.05.1987 was executed much prior to commencement of the present winding up proceeding in the year 1996. Therefore, all the properties, movable or immovable, stood transferred in favour of KSMPL much before the winding up proceeding started in the year 1996 and therefore, it will not fall under section 536 of the Company Act. 44. Argument has been advanced on behalf of the NTC that dismissal of the suit cannot be used as estoppel, which would entitle the applicants to use it as a sword to ascertain the right as estoppel can only be used in defence as shield. In support of his submission, he has relied on the judgement in M/s Motilal Padampat Sugar Mills Company Limited (supra), which is of no aid to him as record shows that the applicants not only relying on the dismissal of the suit, as argued by the counsel for the NTC; rather, the sale deed dated 15.05.1987 is unchallenged as of today. Further, the applicants are also relying on the rehabilitation scheme sanctioned by the BIFR on 14.08.2013, which is also not under challenge as well as KSMPL merged with BCML on 03.10.2013. Further, the applicants are also relying on the rehabilitation scheme sanctioned by the BIFR on 14.08.2013, which is also not under challenge as well as KSMPL merged with BCML on 03.10.2013. The scheme of sanction specifically provides that all assets and properties of KSMPL, either by way of possession or otherwise, stood transferred to BCML. 45. In view of the peculiar facts of the case as stated above, the sale made by SMMCL to KSMPL cannot be said to be illegal and arbitrary as the sale deed dated 15.05.1987, which was registered on 02.06.1987, has neither been challenged, nor been cancelled by any court of competent jurisdiction, nor any adverse material has been brought on record. 46. One more important fact of the case is that KSMPL became a sick Company in the year 2001 and a case was registered before the BIFR as BIFR Case No. 343/2003. BIFR sanctioned rehabilitation scheme on 14.08.2013. In view of the rehabilitation scheme, KSMPL merged with BCML on 03.10.2013. 47. In other words, BCML, pursuant to the rehabilitation scheme, stepped into the shoes of KSMPL and became absolute owner of all assets, movable and immovable properties of KSMPL, which was in its possession. 48. The record further shows that the rehabilitation scheme was sanctioned by the BIFR, which clearly describe the total land area approximately 36.81 acres, on which dwelling house, quarters, factory building, administrative block, godown, store, etc. as well as open land for further expansion and modernization was there. Further, the record shows that the rehabilitation scheme was sanctioned by the BIFR (copy of the scheme, along with Annexure A, has been annexed as Annexure No. RA – 3 at pages 36 to 150 to the rejoinder affidavit filed by the BCML to the counter affidavit filed on behalf of NTC in Misc. Company Application No. 37/2019). 49. The relevant extract of sanction of rehabilitation scheme is reproduced below:- “9.1 LAND & BUILDING The sugar mill of KSMPL is located at Village Marya and Ugka Khurd, Khalilabad, Dist. Sant Kabir Nagar in the State of Uttar Pradesh and is situated at a distance of about 200 mts. from Khalilabad Railway Station. The total land area of the unit is approximately 36.81 Acres, which is also housing approx. 120 dwelling units/quarters for its employees/workers. The area is adequate and available for further expansion and modernization of the factory. Sant Kabir Nagar in the State of Uttar Pradesh and is situated at a distance of about 200 mts. from Khalilabad Railway Station. The total land area of the unit is approximately 36.81 Acres, which is also housing approx. 120 dwelling units/quarters for its employees/workers. The area is adequate and available for further expansion and modernization of the factory. The mill is having factory building, administrative block, godwons and store, ancillary buildings like laboratory, workshop building, time office, security office, residential building, guest house, temples and garages. 16.1. The management of KSMPL, in order to achieve long term sustainability and in the larger interest of the stakeholders, considered merger of KSMPL with M/s Balrampur Chini Mills Ltd. (BCML). Accordingly, the Board of Directors (BOD) of KSMPL at its meeting held on 12.10.2012 considered and approved the proposed Scheme of Amalgamation of KSMPL with BCML and also approved the proposed Modified Draft Rehabilitation Scheme (based on merger of KSMPL with BCML) to be filed for the consideration and approval of the Hon'ble BIFR. BCML is also engaged in the similar line of activities as that of KSMPL. Merger of two Companies would provide synergy of operations and long term viability and competitiveness to the industrial undertaking of KSMPL. 16.2. The proposed terms of Merger of KSMPL will be as per the “Scheme of Arrangement” attached as Annexure-A. Post merger of KSMPL with BMCL and after the sanction of the MDRS by the Hon'ble BIFR, the accumulated losses of KSMPL will get wiped off immediately on the date of merger. Balance Sheets of KSMPL and BCML post-merger shall be as per Annexure “x”, which is forming part of Financial Projections attached. 19.11. (i) To agree to the merger of KSMPL with BCML in terms of this scheme and scheme of merger attached as Annexure “A”.” 50. The sanction scheme of rehabilitation dated 14.08.2013 and the scheme of merger have been annexed at 116 of Annexure No. RA – 3 filed by the BCML to counter affidavit filed on behalf of NTC in Misc. Company Application No. 37 of 2019. Clause 4.12(a) defines “Undertaking”, while clause 6.1 of Part III provides for “transfer and vesting”. The said clauses read as under:- “4.12. Company Application No. 37 of 2019. Clause 4.12(a) defines “Undertaking”, while clause 6.1 of Part III provides for “transfer and vesting”. The said clauses read as under:- “4.12. (a) all assets and property wherever situate, whether movable or immovable, tangible or intangible, real or person, in possession or reversion corporeal or incorporeal of whatsoever nature, including land (whether freehold or leasehold), plant and machinery, buildings, flat (residential commercial), offices (including marketing offices and liaison offices), any interest in the properties co-owned, schools, hospitals, temples, townships, premises, capital, work-in-progress, rolling stock, current assets (including inventories, sundry debtors, bills of exchange, loans and advances), vehicles, D.G. Sets, godwons, cement dumps, stocks and stores, warehouses, furniture, fixtures, office equipment, appliances, accessories, power lines, railway lines and sidings, water pipelines, depots, power plants, right to use jetties, ports, share of any joint assets, and other facilities and all present liabilities restructured as per the Modified Rehabilitation Scheme and all cash and bank balances appertaining or relatiable to the Transferor Company. 6.1. Upon the coming into effect of this Scheme and with effect from Appointed Date and subject to the provisions of this Scheme, the Undertaking shall without any further act, instrument or deed, be and stand transferred to and vested in and/or be deemed to have been and stand transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, the estate, assets, rights, title, interests and authorities of the Transferee Company. 51. On perusal of the aforesaid clauses, it clearly reveals that all assets and properties belong or in possession of KSMPL stood transferred to BCML by virtue of clause 6.1. Clause 6.1 provides that upon coming into effect of the Scheme, the Undertaking without any further act, instrument or deed, stood transferred and vest in BCML. 52. The NTC, at no stage, challenged the sanction of the rehabilitation scheme on 14.08.2013 and merger of KSMPL with BCML on03.10.2013 before any competent court of law. 53. The Apex Court in the case of Madura Coats Limited (supra) has held as under:- “26. In view of the above, this Court was of opinion that the interim order passed by the High Court after the reference was registered by the BIFR could not be sustained and deserved to be set aside. 27. 53. The Apex Court in the case of Madura Coats Limited (supra) has held as under:- “26. In view of the above, this Court was of opinion that the interim order passed by the High Court after the reference was registered by the BIFR could not be sustained and deserved to be set aside. 27. From the above it is quite clear that different situations can arise in the process of winding up a company under the COMPANIES ACT but whatever be the situation, whenever a reference is made to the BIFR under Sections 15 and 16 of the SICA, the provisions of the SICA would come into play and they would prevail over the provisions of the COMPANIES ACT and proceedings under the COMPANIES ACT must give way to proceedings under the SICA.” 54. Further, the Apex Court in the case of NGEF Limited (supra) has held as under:- “43. The provisions of SICA would prevail over the provisions of the COMPANIES ACT . Section 20 of SICA relates to winding up of the sick industrial company. Before BIFR or AAIFR, as the case may be, makes a recommendation for winding up of the company, an enquiry is made in terms of Section 16 thereof wherefor all relevant facts and circumstances are required to be taken into consideration. Before an opinion is arrived at in that behalf, the parties are given an opportunity of hearing. The satisfaction arrived at by BIFR that the company is not likely to become viable in future and it is just and equitable that the company should be wound up must be based on objective criteria. The High Court indisputably on receipt of such recommendation of BIFR would initiate a proceeding for winding up in terms of Section 433 of the COMPANIES ACT . Sub-section (2) of Section 536 ipso facto does not confer any jurisdiction upon the Company Court to direct sale of the assets of the sick company. It has to exercise its power thereunder subject to the provisions of the special statute governing the field. Sub-section (2) of Section 536 ipso facto does not confer any jurisdiction upon the Company Court to direct sale of the assets of the sick company. It has to exercise its power thereunder subject to the provisions of the special statute governing the field. Despite the fact that the procedures laid down under the COMPANIES ACT would be applicable therefor but they must be read with sub-section (4) of Section 20 of SICA which contains a non-obstante clause and in terms thereof, BIFR is authorized to sell the assets of the sick industrial company in such a manner as it may deem fit. By reason of the said provision, BIFR is also empowered to forward the sale proceeds to the High Court for orders for distribution in accordance with Section 529-A and other provisions of the COMPANIES ACT which in no uncertain terms would mean that the distribution of the sale proceeds would be for the purpose of meeting the claims of the creditors in the manner laid down therein. The intention of the Parliament in enacting the said provision becomes clear as in terms of Section 22-A of SICA, BIFR is empowered to issue any direction in the interest of the sick industrial company or its creditors or share-holders and direct the sick industrial company not to dispose of its assets except with its assent. Section 32, as noticed hereinbefore, again contains a non-obstante clause. The scheme suggests that BIFR retains control over the assets of the company and in terms of the aforementioned provisions may either prevent any sale or permit any sale of the assets of the sick industrial company. Such a power in BIFR remains till a winding up order is passed by the High Court and a stage arrives at for the High Court for issuing orders for distribution of the sale proceeds. 44. SICA was furthermore enacted subsequent to the provisions of the COMPANIES ACT . It is not, thus, possible to accept the submission that the High Court exercises a concurrent jurisdiction.” 55. Further, the Apex Court in the case of Modi Rubber Limited (supra) has held as under:- “49. Thus, the primary concern of the Board would be the revival of the sick company and to save the sick company from winding up. It is not, thus, possible to accept the submission that the High Court exercises a concurrent jurisdiction.” 55. Further, the Apex Court in the case of Modi Rubber Limited (supra) has held as under:- “49. Thus, the primary concern of the Board would be the revival of the sick company and to save the sick company from winding up. That is why with a view to see that there is no impediment in framing the rehabilitation scheme and to get out the sick company from sickness. Section 22provides for suspension of legal proceedings, contracts etc. On a bare reading of Section 22 and Section 22A of SICA, it appears that these two provisions primarily ensure that the scheme prepared by BIFR does not get frustrated because of certain other legal proceedings and to prevent untimely and unwarranted disposal of the assets of the sick industrial company. These sections clearly state certain restrictions which will impact upon the implementation of the scheme as well as on the assets of the company. 50. As observed and held by this Court in the case of Tata Motors Limited (supra), SICA, 1985 has been enacted to secure the principles specified in Article 39 of the Constitution of India. It seeks to give effect to the larger public interest and, therefore, it should be given primacy over other laws because of its higher public purpose. 51. In the case of Raheja Universal Limited(supra), it is observed and held that the SICA, 1985 is a special law, giving overriding effect vis- à-vis other laws and the provisions of general laws like COMPANIES ACT for regulation, incorporation, winding up etc. of the companies would have still been overridden to the extent of inconsistency. In the case of NGEF Ltd. Vs. Chandra Developers (P) Ltd., (2005) 8 SCC 219 , it is specifically observed by this Court that the SICA, 1985 is a special statute, which is a complete code in itself. 52. As observed and held by this Court in the aforesaid decisions, the provisions of SICA, 1985 shall normally override other laws except the laws, which have been specifically excluded by the legislature under Section 32 of SICA, 1985.” 56. The perusal of the aforesaid judgements would reveal that in the said judgements, reference was made before the BIFR and the same will prevail over the COMPANIES ACT . 57. The perusal of the aforesaid judgements would reveal that in the said judgements, reference was made before the BIFR and the same will prevail over the COMPANIES ACT . 57. In view of the aforesaid judgement, the argument raised by the learned Senior Counsel for the NTC has no legs to stand on. 58. The sanction of merger/rehabilitation scheme approved by the BIFR will be binding upon all the parties, including the secured and unsecured creditors, whether taken part or not in the said proceeding, and the SICA, being a special legislation, will prevail over any other general law, like COMPANIES ACT . The NTC had the knowledge of the sanction of rehabilitation scheme dated 14.08.2013 as it is evident from Annexure RA – 7 (pages 48 to 62) on Misc. Application No. 37 of 2019 annexed with the Rejoinder Affidavit of BCML in reply to the counter affidavit of the OL, wherein, the impleadment application of NTC has been filed before BIFR in BIFR Case No. 343 of 2003. This document establishes that NTC had knowledge of the scheme of sanction dated 14.08.2013, at least, as on 22.08.2016. Yet, it took no steps to assail it before the AAIFR, which had not been not yet been disbanded till that time. 59. The Sick Industrial Companies (Special Provisions) Repeal Act, 2003 (Act No. 1/2004) dated 01.01.2004 was enacted, which came into force on 25.11.2016 vide Notification No. SO 3568 (E) dated 01.12.2016. Clause (4) of the Repeal Act of 2003 provides that any scheme sanctioned under sub-section (12) of section 18 of the SICA shall be deemed to be approved. In other words, any sanction of rehabilitation scheme during the SICA has become final. 60. The record shows that NTC or OL never challenged the sanction of rehabilitation or merger scheme before any competent court having appropriate jurisdiction. In other words, it is not open to NTC or OL to resist the same before this Court as the scheme has attained finality as well as failed to assail it. 61. The record further shows that in BIFR Case No. 343/2003 sanction scheme in pursuance thereof, the merger of KSMPL with BCML has also not been challenged by the Union, NTC and the same has attained finality. 61. The record further shows that in BIFR Case No. 343/2003 sanction scheme in pursuance thereof, the merger of KSMPL with BCML has also not been challenged by the Union, NTC and the same has attained finality. Even the Official Liquidator has not take any steps at any stage for challenging the sanction of rehabilitation scheme by the BIFR on 14.08.2013 as well as merger of KSMPL with BMCL on 03.10.2013. The validity of sanction of merger scheme approved by the BIFR in Case No. 343/2003 cannot be permitted to be challenged at this belated stage. 62. Further, an argument has been advanced on behalf of the NTC that the properties have been mortgaged and therefore, the sale deed is invalid. 63. The record shows that the sale deed dated 15.05.1987 itself mentions that SMMCL owing an outstanding towards the Government of Uttar Pradesh and loan advanced and to liquidate the same, the property in question had been sold, but the said pleading has neither been raised in any affidavits at any point of time or at any stage before the competent court of law. The first principle is the right of mortgagor. The property sold by the mortgagor to the third party, who steps into the shoes of the mortgagor with a right to redeem just like an original mortgagor. 64. This issue has been decided by this Court in Kamal Kishore Dheer Vs. Debts Recovery Appellate Tribunal & Others [ 2022 (8) ADJ 704 (DB)]. The relevant paragraph is quoted below:- “24. The other principle on which the learned Single Judge has held against the petitioner-appellant is that 'property once mortgaged is always mortgaged'. That principle is applicable to preserve and keep intact the mortgagee's estate. It does not militate against the mortgagor's right to redeem or transfer his interest in favour of a third party, who would then acquire as part of the mortgagor's estate the equity of redemption.” 65. It may not be out of place to observe here that NTC, in its wisdom, did not file any appropriate application for cancellation of sale deed dated 15.05.1987 executed by the SMMCL in favour of KSMPL, which was registered on 02.06.1987, in spite of the fact mentioned in the Original Suit No. 337/1995, which had been dismissed. 66. It may not be out of place to observe here that NTC, in its wisdom, did not file any appropriate application for cancellation of sale deed dated 15.05.1987 executed by the SMMCL in favour of KSMPL, which was registered on 02.06.1987, in spite of the fact mentioned in the Original Suit No. 337/1995, which had been dismissed. 66. Once the rehabilitation scheme sanctioned by the BIFR and the merger of KSMPL with BCML took place, the stand of the Union, NTC and the OL cannot be accepted in view of the observations made herein-above and therefore, the impugned letter dated 14.08.2023 issued by the Official Liquidator cannot be sustained in the eyes of law. 67. In view of the aforesaid facts & circumstances as well as the detailed discussions made herein-above, following directions are issued with respect to these applications:- (i) The title of the properties in question are confirmed in favour of the BCML over the assets of KSMPL acquired through sanction of merger of scheme under section 18 of the SICA Act; (ii) The BCML is at liberty/entitled to use or sell the properties in question at its own sweet will. The registration and mutation can be made as per law in favour of the BCML or its subsequent purchasers; (iii) The plots in question as mentioned in the sanction scheme, approximately 36.81 acres, are free from liquidation proceedings, whose numbers are as under:- (a) plot nos. 389 (area 2.979 hectares) and 390 (area 4.155 hectares) situated in Village – Maraya, Magahar, Purab, Tehsil – Khalilabad, District – Sant Kabir Nagar. (b) plot nos. 394, 395, 393, 391, 337, 339, 340, 351-Ka, 351-Kha and 351-Ga (total area 6.76 hectares) situated at Village – Maraya, Magahar, Purab, Tehsil – Khalilabad, District – Sant Kabir Nagar, (c) plot nos. 9, 11, 50 & 51 (total area 0.3330 hectare) situated at Village – Uska Kalan as well as plot nos. 1, 80, 81-K, 82 & 83-Kha (total area 1.1230 hectares)situated in Village – Uska Khurd, 68. The letters issued by the Official Liquidator for attachment/valuation, etc. are hereby quashed. 69. Before parting, this Court is constrained and pained to note that the action of the Officers of NTC was against the interest of its Corporation. Therefore, appropriate action must be taken against the erring Officers posted at the relevant time by the Union/Ministry of Textile. 70. With the aforesaid directions, Misc. are hereby quashed. 69. Before parting, this Court is constrained and pained to note that the action of the Officers of NTC was against the interest of its Corporation. Therefore, appropriate action must be taken against the erring Officers posted at the relevant time by the Union/Ministry of Textile. 70. With the aforesaid directions, Misc. Company Application Nos. 37 of 2019, 11 of 2018 and 79 of 2023 are allowed to the extent as above.