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22. Further learned Official Liquidator has placed reliance on the principle laid down by a learned Single Judge of Madras High AIR 2003 SC 4156 Court in "Administrator, MCC Finance Ltd. v. Ramesh Gandhi5, wherein it was held:-

" 13......Section 536 relates to the avoidance of transfer, etc., after the commencement of the winding up proceedings. The object of Section 536 seems to be to prevent improper disposition or dissipation of the property or transfer of shares of the company otherwise available for distribution among the creditors of the company in liquidation. The fundamental principle is that the assets of the company shall be made available for distribution paripassu amongst the creditors of the company and that no creditor should obtain advantage over his fellow creditors. The words employed in Sub-section (2) of Section 536, viz., "unless the court otherwise orders" relate to bona fide transaction occasioned in the ordinary course of business. If the transfer is not bona fide, in terms of Sub-section (2) of Section 536, the transaction would be void. On the facts of this case, it appears to me that the transaction is not bona fide......"

24. A Division Bench of the Bombay High Court in "Sunita Vasudeo Warke Appellant vs. Official Liquidator 7, held:-

"11. In order that Section 536(2) of the Companies Act, 1956 can be invoked by the Court to "otherwise order", there has to be a disposition of property of the company; a disposition which has been made after the commencement of winding-up proceedings. In the judgment of the House of Lords in The Governor and Company of 13 of 21 APP.737.2012 The Bank of Scotland Vs. Macleod and others, Lord Kinnear observed that the rights of competing creditors in liquidation are to be governed by the same rules as regulate the rights of creditors in a sequestrated estate under the Bankruptcy Acts. The House of Lords held that "rights in security which have been effectually completed before the liquidation must still receive the effect which the law gives to them. But the company and its liquidators are just as completely disabled by the winding-up from granting new or completing imperfect rights in security as the individual bankrupt is by his bankruptcy." The Law Lord noted that this indeed was the necessary effect of the Companies Act under which the estate has to be distributed amongst the creditors paripassu and every creditor has an equal share unless anyone has already a part of the estate in his hands, by virtue of an effectual legal right.
12. This principle was followed in the judgment of the Supreme Court in J.K. (Bombay) Private Limited Vs. M/s.New Kaiser-I- Hind Spinning and 2013(2) Mah.L.J.777 Weaving Co. Ltd. and others. The Supreme Court after adverting to the judgment in the Bank of Scotland (supra), held as follows:
"39. It is thus well established that once a winding-up order is passed the undertaking and the assets of the company pass under the control of the liquidator whose statutory duty is to realize them and to pay from out of the sale proceeds its creditors. Such creditors acquire on such order being passed the right to have the assets realized and distributed among them paripassu."