LexSHANKARLAL AGGARWAL AND ORS versus SHANKARLAL PODDAR AND ORS.
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i s.c.R. SUPREME COURT REPORTS 717 SHANKARLAL AGGARWAL AND OR::i. v; SHANKARLAL PODDAR AND ORS. (S. J. IMAM, K. SuBBA RAo, N. RAJAGOPALA AYYANGAR and J. R. MUDHOLKAR, JJ.) Company Law-Sale-Confirmed by Company Jwl,ge- Set aaide by Division Bench-Administrative and judicial ordera-Distinction-Discretion exercised by company Judge- Interference on ground that certain factors were not considered by him-Letters Patent Appeal against order of Company Judge- Whether maintamable-Ctause 15 of Letters Patent of Calcutta High Court-lndian Companies Act, 1913 (7 of 1913), •· 202. Luxmi Spinning and Weaving Mills Ltd. was ordered to be wound up compulsorily by an order of the High Court of Calcutta on a petition of the first respondent, Shankar Lal Poddar. Before che winding up order, the appellants institu- ted a rnortgage suit against the said company and Joint Re~eivers were appo1uted by che High Court. Later on, Joint Liquidators were appointed in the winding up proceedings. The Joint Liquidators applied for directions regarding the sale of the asseLs aud properties of the company and the Court sanctioned the same. ,-rne sale was held after complying with the require- ments of law w1th regard to advertisenlent. etc. The highest bid of Nandlal Agarwalla was for Rs. 3,37,000/- and the bid of the appellant firm was Rs.3,35,000/-. The bid of Nandlal was accepted and he was directed to pay immediately 25% of the bid money. As he stated that he had not brought cash, he was allowed to go and bring the same. As he did not turn up inspHe of watting for him for some time. the appellant firm was asked to stand by their previous bid for Rs. 3,35,000/-but they refused to du so. The property was thrn put up for sale once again and the highest bid of the appellant firm of Bansidhar :O.hankarlol for Rs. 2,25,000/- was accepted. The sale was con- firmed by the C;mpany Judge. The first respondent filed an appeal ag•iust the order confirming the sale and his appeal was at lowed by a Division Bench of the Calcutta High Court. The liquidators were ordered to re-sell the propertv after due adver· usement. The appellants came to this Court by special leave against ~he decision of the Division Bench. The questions for consideration before this Court were : (!) Whether the order of the Company Judge confirming the ·1963 Jonur.ry, 24 • 718 SUPREME COURT REPORTS [1964] VOL .. SlumkarlaJ Agg•ru:al sale was merely an administrative -orci.,;.. passed in ·!he-_ course of the administration of the assets of _the company. under lfqui- dation, and therefore not a jµdicial order subject to appeal, (2) whether on a proper construction of s. 202 of the Indian COmpaniesAct it was a condition fort he availability of iln appeal ~ v. Shanlwlal P.Mar that the· order should be open· to appeal under cl.-15 of the Letters Patent of the Calcutta High Court and if the above were answered in the afl'irmative whether independently of s.-202, the - order of the Company Judge in _this case amounted to Judgment within cl. 15 of the Letters Patent, and (3) whether the. - appellate cotirt acted improperly . in interfering with the order of the Company Judge. _ _ -- 1 · ' ~ . -Held, that the order _of the Company Judge confirming the sale was not an administrative but a judicial order. It is not correct to say that every· order of the Court; merely for the reason that it is passed in the course_ of the realisation of the a!Sets of the Company, must always be treated merely as an- - - administrative one. The question ultimatelydepends upon the _ ·nature of the order that is passed. An order according· sanction • to a sale undoubt•dly involves a discretion and ·cannot be. termed merely an administrative order, for before confirming the sale the court has to be satisfied, particularly where the con- firmation is opposed, that the sale has been held in accordance with the conditions subject to which alone the liquidator has been p<"rmitted to effect it, and that even otherwise the sale has been fair and has not resulted in any loss to the parties who would ultimately have to share the realisation •. It is not possible :o formulate a definition which would satisfactorily distinguish between an administrative and a judicial order. That the power is entrusted to or wielded by a· . person whO functions as a court i~ not decisive . Of the question. ·whether· the act or decioion is adminis•.rative or _jud
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