B.N. Srikrishna JUDGMENT
B.N. Srikrishna, J.
1. These appeals arising under different factual backgrounds raise the same question of law and can, therefore, conveniently be disposed of by a common judgment.
Facts
Civil Appeal Nos. 4702 and 4703 of 1994
2. On 23rd May, 1988 a winding up petition was filed under Section 433 of the Companies Act, 1956 seeking to wind up the company known as International Coach Builders Ltd. Another petition by another creditor was also filed on 2.11.88. On 10.11.89, during the pendency of the above petitions before the High Court of Karnataka, the respondent, a Corporation established under the State Financial Corporation Act, 1951 (SFC Act), which was the second charge holder on the assets of the said company, took possession of the mortgaged assets of the said company in purported exercise of its power under Section 29 of the SFC Act. On 30.11.1990 the High Court of Karnataka in Company Petition No. 131 of 1988 made an order of winding up of International Coach Builders Ltd and appointed the Official Liquidator as the Liquidator to take charge of the assets of the said company. On 30.11.90 the respondent-Corporation accepted a bid of Rs. 85 lakhs made by Raheja Development Corporation for sale of the mortgaged assets of the said company, although, to its knowledge, the assets charged were totally valued at an estimated value of Rs. 97 lakhs. Neither the Official Liquidator, nor the Company Court, was in any way involved with the negotiations held by the respondent-Corporation with the prospective purchaser. On 4.3.1991 the respondent filed an application under Section 446(2)(b) read with Section 537 of the Companies Act, 1956 before the High Court of Karnataka praying for leave to stand outside the winding up proceedings and realize its securities by selling the assets mortgaged to it. As per the resolution passed in its Board meeting held on 30.11.1990, it was resolved to accept the bid of M/s. Raheja Development Corporation. On 8.10.1991 the Company Court allowed the application of the respondent-Corporation for standing outside the liquidator proceedings to work out its remedies under Section 29 of the SFC Act subject to an undertaking to discharge the workmen's dues. The Official Liquidator appealed against the order of the Company Judge praying that the sale of the assets of the company under liquidator should only be done by the Official Liquidator under the supervision of the Company Court. The appeal of the Official Liquidator (OSA No. 26/91) was dismissed by a Division Bench of the High Court of Karnataka. An application for review. Review Application No. 118/93, was also dismissed by the High Court of Karnataka. The Official Liquidator filed two Special Leave Petitions before this Court challenging the order of the Division Bench dated 23rd January, 1992 dismissing the appeal OSA No. 26/91, and the order dated 1st June, 1993 dismissing the Review Application No. 18/93. These are respectively civil Appeal Nos. 4702 & 4703 of 1994.
3. When the Special Leave........