Section 362: Sale of assets and recovery of debts due to company

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
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Legal Commentary & Landmark Judgments: Section 362

Section 362 of the Companies Act, 2013 mandates the Official Liquidator in summary liquidation to assume custody of corporate assets, effect sales via public auction or tender within sixty days, and actively recover all outstanding company debts.

  • Immediate Custodial Assumption: The Official Liquidator must immediately seize and take into custody all property, actionable claims, and assets of the company being wound up under summary procedure.
  • Sixty-Day Mandatory Sale Mandate: Within sixty days of appointment, the Official Liquidator must sell company assets by public auction, competitive tenders, or in a manner approved by the Central Government.
  • Debt Realization and Enforcement: Imposes an affirmative statutory obligation on the Official Liquidator to realize all debts due to the company, utilizing summary recovery processes and filing execution proceedings against corporate debtors.
Key Landmark Precedents:
  • Valji Khimji & Co. v. Official Liquidator of Hindustan Nitro Product (Gujarat) Ltd., (2008) 9 SCC 299: The Supreme Court held that once a sale of assets by the liquidator through public auction or tender is confirmed, it creates indefeasible title in the auction purchaser and cannot be reopened absent proven fraud.
  • Ram and Shyam Company v. State of Haryana, (1985) 3 SCC 267: The Supreme Court held that disposal of public or statutory property by liquidators must adhere to public auction or sealed tenders to maximize realization for creditors.
  • LICA (P) Ltd. v. Official Liquidator, (2000) 3 SCC 263: The Supreme Court ruled that the paramount duty of the liquidator in asset sales is to fetch the highest possible price for the ultimate benefit of secured creditors and workmen.
Courtroom Practice & Strategic Litigation Guidance:

Prospective auction buyers must verify the Official Liquidator's compliance with the sixty-day sale window and Central Government valuation approvals under Section 362(2). Challenge any private treaty sale attempted by the liquidator without prior Central Government sanction as ultra vires and procedurally fatal.