Bombay High Court

SAKTI MUKHERJEEversusTHE OFFICEIAL LIQUIDATOR BOMAY HIGH COURT AND ANR

Decided: 23 January 2026
Disposal: DISPOSED OFF
Bench: ARIF S DOCTOR

Holding

The Court held that the transaction was bonafide and may be ratified under Section 536(2) of the Companies Act, 1956, but the order is limited to the facts of the present case and is not to be treated as precedent.

Summary

The applicant, Sakti Mukherjee, sought a declaration that a sale agreement for Flat No. A‑1006 in Mantri Serene, executed on 6 March 2014, was legal and binding, and requested ratification of the sale under Section 536(2) of the Companies Act, 1956, together with an injunction restraining the Official Liquidator from taking coercive steps. The sale was effected after a winding‑up petition had been filed against the respondent company but before the Official Liquidator was appointed as provisional liquidator. The applicant demonstrated full payment of the consideration and argued that the transaction was bonafide, in the ordinary course of business, and did not prejudice creditors. The Official Liquidator verified receipt of the payments and expressed no objection to ratifying the sale, noting the bonafide nature of the transaction. The Court, relying on earlier similar orders, held that the sale could be ratified under Section 536(2) but limited the order to the facts of the case and declined to treat it as precedent, disposing of the interim application in the applicant’s favour.

Issues considered

Whether a sale agreement executed after the filing of a winding‑up petition but before the appointment of a provisional liquidator can be ratified under Section 536(2) of the Companies Act, 1956.
Whether the Official Liquidator can be restrained from taking coercive steps to recover possession of the flat.
Whether the order passed in the present case can be treated as a precedent for other pending applications.

Legislation cited

Companies Act, 1956 — s. 536(2)

Subjects

sale of assets in liquidation
bonafide purchaser
Section 536(2)
interim relief
official liquidator
winding up
injunction

Judgment

1/5 28-IA-2424-2021 (OS).DOC

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION

INTERIM APPLICATION NO. 2424 OF 2021
IN
COMPANY PETITION NO. 291 OF 2014

Sakti Mukherjee ...Applicant
Versus
The Officeial Liquidator Bomay High Court And Anr ...Respondents
_______
Mr. Jehaan Mehta a/w Anjali Gupta i/b King Stubb & Kasiva for the Applicant.
Mr. Rushabh Sheth, for Official Liquidator.
Mr. Satyajit Roul, Official Liquidator present.
Mr. Chetan Shelke, Dy. Official Liquidator present.
_______
CORAM : ARIF S. DOCTOR, J.
DATE : 23rd JANUARY, 2026

P.C.

1. The Applicant by way of the present Interim Application has sought the

following reliefs:

“(a) That this Hon'ble Court be pleased to declare that the Agreement dated
6th March, 2014 (Exhibit 'B' hereto) entered into between the Applicant
and Respondent No.2 is legal and binding on the Respondent Nos. 1 and 2:

(b) That this Hon'ble Court be pleased to pass an Order under Section
536(2) of the Companies Act, 1956 ratifying, approving and sanctioning
the sale by Respondent No. 2 to the Applicant of Flat No. A-1006 in 'Mantri
Serene', situated opposite MHADA Bungalow, off Film City Road, Goregaon
(East), Mumbai-400 065;

(c) That this Hon'ble Court be pleased to restrain the Respondent No. 1 from
taking any coercive steps or action against the Applicant in respect of Flat
No. A-1006 in 'Mantri Serene', situated opposite MHADA Bungalow, off
Film City Road, Goregaon (East), Mumbai-400 065;

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2/5 28-IA-2424-2021 (OS).DOC

(d) That pending the hearing and final disposal of the present Application.
the Office of the Official Liquidator of the High Court of Bombay acting as
the Provisional Liquidator, by himself or through his servants, agents, other
nominees and/or other representatives be restrained by an order and
injunction from taking any coercive steps to recover possession from the
Applicant or from interfering in the peaceful use, occupation and
possession of the said Flat No. A-707in 'Mantri Serene', situated opposite
MHADA Bungalow, off Film City 400 065 in any manner Road, Goregaon
(East), Mumbai whatsoever.”

2. Heard Mr. Mehta learned counsel appearing on behalf of the Applicant,

who submits following;

Submissions on behalf of the Applicant:

A. The Applicants purchased the Flat for a total consideration of Rs.

69,66,400/- by way of a registered Agreement for Sale dated 6th March

20141. The Applicants are currently in possession of the said Flat.

B. The Applicants have paid the entire consideration for the sale of

the said Flat by NEFT/cheque with the final payment made on 9th January

2015. The payments are summarized as follows:

SN Date of Mode of Payment Reference No. Amount
Payment (INR)
1. 31.12. 2013 NEFT from Account No. Ref No. 530184823 2,00,000
628401075155 (ICICI Bank)
2. 25.01.2014 NEFT from Account No. Ref No. 45911797 4,00,000
628401075287 (ICICI Bank)
3. 05.02.2014 NEFT from Account No. Ref No. 46222384 4,00,000
628401075287 (ICICI Bank)
4. 07.02.2014 NEFT from Account No. Ref No. 547548899 4,00,000
628401075155 (ICICI Bank)
5. 03.03.2014 NEFT from Account No. Ref No. 557362910 3,78,400
628401075155 (ICICI Bank)

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3/5 28-IA-2424-2021 (OS).DOC

6. 03.03.2014 NEFT from Account No. Ref No. 557352618 66,400
628401075287 (ICICI Bank)
7. 01.04.2014 Loan Cheque drawn on HDFC Cheque No. 467518 44,55,040
Bank
8. 20.05.2014 NEFT from Account No. Ref No. 592838759 2,52,636
628401075287 (ICICI Bank)
9. 06.09.2014 Loan Cheque drawn on HDFC Cheque No. 551649 6,33,246
Bank
10. 07.01.2015 Cheque drawn on HDFC Bank Cheque No. 686414 4,11,714
11. 09.01.2015 NEFT from Account No. Ref No. 705117077 2,87,667
628401075155 (ICICI Bank)
Total Consideration Paid 78,85,103

The Official Liquidator has verified that an amount of Rs. 72,21,777/-

(which is more than the consideration of Rs. 69,66,400/-) has been

credited in the various bank accounts of the company.

C. The Applicants were unaware of the presentation of any winding

up petition against the Respondents or any orders passed therein. This is

further apparent from the fact that the Applicants were granted a home

loan of Rs. 55,00,000/- by HDFC Bank, who had informed the Applicants

that the project was a pre-approved project, without any objection.

D. The Agreement was executed and the payments were made post

the presentation of winding up petitions against the Respondent, but

before appointment of the Official Liquidator as the Provisional

Liquidator. The Official Liquidator was appointed as the Provisional

Liquidator of Respondent No. 2 on 4th February 2015.

E. The Applicants are bonafide purchasers and executed the subject

transaction in good faith. This is evident from the following:

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4/5 28-IA-2424-2021 (OS).DOC

(i) There is no connection whatsoever between the Applicants and

the Respondents and/or their officers.

(ii) The transaction was entered into at a rate higher than the ready

reckoner rate.

(iii) The transaction was entered into through a reputed housing

finance company viz. HDFC Bank wherein the Respondents’ project

was a ‘pre-approved project’.

(iv) The transaction was entered into in the ordinary course of

business as the Respondents are in the business of real estate.

(v) The transaction has not prejudiced any creditor and has in fact

led to generation of greater funds for the Respondents.

F. This Hon’ble Court has, in almost identical facts, held that there is

no reason why bonafide transactions ought not to be validated. In this

regard, reliance is placed on the following orders passed in this very

Company Petition in the cases of Shaheen Nehal Siddiqui & Anr. v. The

Official Liquidator of Mantri Realty Ltd. & Anr. 1 . and Padam Meghraj

Sharma & Anr. v. The Official Liquidator of Mantri Realty Ltd. & Anr. 2 It

is therefore submitted that the present Application ought to be allowed.

3. Mr. Sheth learned counsel appearing on behalf of the Official Liquidator

1 Order dated 14th July 2025 in Interim Application No. 2422 of 2021 in Company Petition No. 291
of 2014
2 Order dated 11th August 2025 in Interim Application (L) No. 1992 of 2021 in Company Petition No.
291 of 2014 (erroneously stated as Commercial IP Suit No. 291 of 2014)

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5/5 28-IA-2424-2021 (OS).DOC

submits that the Official Liquidator has verified the record and found that the

payments made have been duly received by the Company in liquidation and

accordingly the Liquidator would have no objection in the facts of this case to

execute necessary documents recording the sale of the said flat to the Applicant.

He, however, submits that this order ought not to be treated as precedent since

there are several other Applications pending before this Court filed by the Ex-

Directors of the Company in liquidation as also persons closed or related to

them/ entities controlled by them, where similar requests have been made,

however, he submits that in those cases, the transactions are colored and not

bonafide.

4. Hence it is made clear that this order shall not be treated as precedent and

this is passed only in the facts of the present case, where the Official Liquidator

has found the transactions to be bonafide.

5. Interim Application is accordingly disposed of.

[ARIF S. DOCTOR, J.]

Areeb

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