ORDER : DEVAN RAMACHANDRAN, J. An extent of 50 cents and buildings thereon, belonging to the 1 st respondent – S.K..V.Industries Private Limited (hereinafter referred to as ‘the Company’ for short), was put to sale by its Voluntary Liquidator, namely the 2 nd respondent (hereinafter referred to as ‘the Liquidator’ for short), on 04.09.1993 to be purchased by respondents 5 and 6. Some of the shareholders of the company thereupon approached this Court, through this Miscellaneous Company Application, invoking the provisions of Section 460 (6) of the Companies Act , 1956 (hereinafter referred to as ‘the Act’ for short), asserting that the 2 nd respondent had no authority to sell the property since there was no special resolution having been passed at any point of time; thus praying that the sale be set aside. 2. The 2 nd respondent entered appearance and filed his counter pleadings; as also respondents 5 and 6. Pending this matter, the 5 th respondent passed away, and her legal heirs came on record as respondents 7 to 9. 3. Though the forensic issue impelled is in a relatively small compass, there are certain relevant and crucial aspects which require to be incisively analyzed. 4. This Court allowed the parties to adduce evidence. On the side of petitioners, PW1 and PW2 testified, and they marked Exts.P1 to P36. As far as the Liquidator is concerned, he deposed as RW1 and marked Exts.R2(a) to R2(zk) on his side; while, the son-in-law of respondents 5 and 6 and the husband of R7, offered testimony as RW2 and marked Ext.R5(a) in substantiation of his stand. 5. Sri.Poulose C. Abraham – learned counsel for the petitioners, pointed out that the ‘Company’ had decided to liquidate itself voluntarily on account of various factors, as available from Ext.P1 dated 17.05.1980 – being its resolution – wherein, inter alia, it was resolved to appoint a liquidator and further that he shall dispose of the immovable property, but ‘only after getting prior sanction of the General Body and as per the directions of the General Body’ (sic). 6. 6. Sri.Poulose C. Abraham then explained that the Liquidator appears to have made attempts to sell the property by causing Ext.P3 advertisement, but that this did not fructify, leading to Ext.P5 – Minutes of the meeting of the shareholders of the Company, deciding that there shall be a re-tender of the property because, ‘the price must match at least the prevailing market value’ (sic). He continued that, Ext.P6 advertisement was thus carried by the Liquidator, but that even that did not attract bidders for the apposite price; causing a meeting of the shareholders be held on 28.07.1985, wherein, it was resolved that the Liquidator can have negotiations with the intending parties and to finalize the sale proceedings ‘in favour of the party who offers the highest price which should not be less than Rs.6 Lakhs’ (sic). 7. Sri.Poulose C. Abraham submitted that the matter did not end there because, the sale did not happen for the next three years; leading to another meeting of the shareholders to be held on 29.05.1989, where several suggestions were made – with one set of shareholders requiring that a new advertisement be carried in a paper for the purpose of the sale; while another set suggesting that the property be distributed in specie among themselves. He argued that the Liquidator was fully aware of this, as evident from his letter dated 03.07.1990 – marked in evidence as Ext.P9, in which, after narrating all the afore facts, he seems to have intimated the shareholders that he has obtained an offer from a certain Sri.Vijayakumar for an amount of Rs.6,15,000/- and informing them that if he does not receive a response to this, he shall ‘complete the sale’ (sic). The learned counsel added that, in response to this letter, one among the shareholders, namely the 3 rd respondent, issued Exts.P10 and P11 communications to the Liquidator offering a price of Rs.6,20,000/- on his own but that this was never even adverted to by the latter for reasons that are totally unknown. 8. The learned counsel added that, in response to this letter, one among the shareholders, namely the 3 rd respondent, issued Exts.P10 and P11 communications to the Liquidator offering a price of Rs.6,20,000/- on his own but that this was never even adverted to by the latter for reasons that are totally unknown. 8. Sri.Poulose C. Abraham, thereafter, showed me Ext.P12, which is another letter issued by the liquidator dated 29.10.1991, wherein, he seems to be finding fault with the shareholders for not agreeing to sell the property, or for any other arrangement with respect to it; and intimating them that he will invoke the ‘power vested in him’ (sic) as per Ext.P7 resolution dated 28.07.1985, to conduct a sale to a person of his choice. He explained that this letter was immediately replied to by some of the shareholders, particularly the 3 rd respondent; and that a meeting of the shareholders was again held on 28.11.1991 – the Minutes of which is on record as Ext.P15, which shows that the liquidator admitted that he had received the above said offer from the 3 rd respondent; but which was not acceded to by certain other shareholders and thus fixing the date of 31.12.1991 for all the shareholders to agree to the distribution of the property in specie among themselves, for which, expenses were to be paid in proportion to their respective shares. 9. The learned counsel for the petitioner, thereafter, showed me Ext.P16 - which is a letter dated 11.01.1992, issued by the Liquidator to the shareholders, requesting them to attend the “General Body Meeting” scheduled at his office on 04.02.1992, “to take the final steps for disposing of the property” (sic); and that, in response to this, Sri. Jayakrishnan, representing the interests of the 3 rd respondent, addressed the Liquidator through Ext.P17, asking why the offer of the said respondent had not been placed for the consideration of the shareholders. He pointed out that the Liquidator responded through Ext.P18, dated 16.01.1992, saying that he had not put the afore offer before the shareholders because Sri. Jayakrishnan himself did not want him to do so; but added that he would send it to all shareholders on that day. 10. Sri. He pointed out that the Liquidator responded through Ext.P18, dated 16.01.1992, saying that he had not put the afore offer before the shareholders because Sri. Jayakrishnan himself did not want him to do so; but added that he would send it to all shareholders on that day. 10. Sri. Paulose C. Abraham then referred to Ext.P20, which is a further letter issued by the Liquidator on 01.02.1992, informing all shareholders of the offer of the 3 rd respondent, to pay a sum of Rs.6,20,000/- as the value of the property; and reiterating that the “General Body Meeting” of the shareholders was scheduled on 04.02.1992 at his office. The learned counsel added that Ext.P21 is the minutes of the meeting held on 04.02.1992, wherein again, the various suggestions of the shareholders are recorded - with one section asking that the offer of the 3 rd respondent be accepted; while, another group opposing it, reiterating distribution of the property in specie. 11. Sri. Paulose C. Abraham then invited the attention of this Court to Ext.P35 (being, in fact, the complete version of Ext.P22- which is explained to be only a draft), wherein, the liquidator, for the first time, informed the shareholders that he had an “all-time high offer” (sic) “coming from a stranger” (sic), and stated that “I intend to sell out the property to that prospective purchaser. The necessary legal formalities shall be completed within the next few days.” (sic). He submitted that, since Ext.P35 came as a shock to all the shareholders, many of them, including the 3 rd respondent, addressed the Liquidator, through Exts.P25 to P29, requesting him not to do anything adventurous; and that these were responded to by the latter, through his letter dated 07.06.1993, stating that the 3 rd respondent has now made a revised offer of Rs. 8.05 lakhs, but in the name of certain “Karunakaran Charitable Trust”, of which, he appeared to be the Managing Trustee, and further adding that the “above-said offers shall be placed before the prospective purchasers and the highest offer will be preferred by me.” (sic). 12. Sri. 8.05 lakhs, but in the name of certain “Karunakaran Charitable Trust”, of which, he appeared to be the Managing Trustee, and further adding that the “above-said offers shall be placed before the prospective purchasers and the highest offer will be preferred by me.” (sic). 12. Sri. Paulose C. Abraham submitted that, since this was also unacceptable, one of the shareholders, namely petitioner No.10, addressed Ext.P31 to the Liquidator on 05.06.1993, requesting that a meeting of the shareholders be called and intimating him that no assets of the company could be sold without a Special Resolution under Section 512 of the Companies Act ; but, that in spite of this, the liquidator appears to have executed Ext.P32 sale deed in favour of respondents 5 and 6 on 04.09.1993; thus, leaving his clients with no other option but to approach this Court. 13. Sri Paulose C. Abraham argued that the actions of the Liquidator are so egregiously improper and unconscionable, that his clients are fully justified in invoking Section 406(6) of the ‘Act’, to question such actions from the standpoint of law, equity and fairness. He reiterated that, without a Special Resolution having been adopted either by the company or the shareholders within the ambit of Section 512 of the Act, the sale now done by the Liquidator construes to be wholly without authority, vitiated, and liable to be set aside on both legal and factual grounds. He therefore prayed that this application be therefore allowed. 14. Sri. Asok Shenoy - learned counsel for the Liquidator, refuted the afore submissions, relying upon Ext.P7 resolution dated 28.09.1985. His specific argument was that Ext.P7 is a Special Resolution, within the purlieus of Section 512 of the ‘Act’; and that, since thereafter, no other resolution was never adopted by the company or the shareholders at any point until the sale deeds were executed by his client, his actions are in conformity with the requirements of law. 15. His specific argument was that Ext.P7 is a Special Resolution, within the purlieus of Section 512 of the ‘Act’; and that, since thereafter, no other resolution was never adopted by the company or the shareholders at any point until the sale deeds were executed by his client, his actions are in conformity with the requirements of law. 15. Sri Asok Shenoy further argued that Ext.P7 -”Special Resolution “ remained in force throughout; and that since it had never been revoked or substituted by the company or its shareholders, his client obtained the right to act as per it, not withstanding that more than eight or nine years had passed thereafter; further reiterating that minutes of every subsequent meeting of the shareholders, record indubitably that the said resolution was sought to be worked without any further resolution being adopted. He maintained that the meetings of the shareholders conducted after the date of the Ext.P7 resolution, only discussed suggestions by sections of the shareholders - including that the property be sold, or that it be distributed in specie – to thus complete the process of liquidation. 16. Sri Asok Shenoy contended that, it is thus indubitable that the shareholders never withdrew their consent to the Liquidator to sell the property; and that, it was, in fact, their own decision that the liquidation be completed at the earliest. He concluded, asserting that the Liquidator has acted in the best interests of the company and its shareholders; and that it is because they were dragging their feet, in spite of the Ext.P7 resolution, that he took the decision of accepting the best offer given by respondents 5 and 6 - which he explained was even higher than the 3 rd respondent’s offer, as reflected in Ext.P29 - thus to complete the sale in their favour through Exts.P32 and P33 sale deeds. He prayed that, for such reasons, this application be dismissed 17. Sri. Jijo Joseph - appearing for respondents 7 and 8, and Sri George Varghese - appearing for the 9 th respondent, argued that their clients are bona fide purchasers of the property and that they had offered the best possible price available at the relevant time. He prayed that, for such reasons, this application be dismissed 17. Sri. Jijo Joseph - appearing for respondents 7 and 8, and Sri George Varghese - appearing for the 9 th respondent, argued that their clients are bona fide purchasers of the property and that they had offered the best possible price available at the relevant time. They contended that the Liquidator had acted fairly, correctly, and conscientiously, within the powers conferred upon him by the Ext.P1 resolution - which, in turn, is fortified by the earlier Ext.P1 resolution -to ensure that the best price was obtained for the property, thereby favouring all shareholders, notwithstanding the differences between them 18. The learned counsel argued that, respondents 5 and 6 had agreed to buy the property after negotiations were held with them by their son-in-law, namely RW2 and after ensuring that all legal formalities had been completed, including the availability of the Special Resolutions, namely Exts.P1 and P7; thus to first enter into an agreement for sale, paying an advance amount of Rs. 5,000/-, and to then complete it through Exts.P32 and P33, in full conformity with the statutory provisions. 19. The narrative of the facts, arguments, and the evidence on record, as recorded above, would render it rather luculent, that the real question in this case is whether the Liquidator acted on the basis of a valid Special Resolution, because it is nobody’s case that, without such, he obtained capacity to have sold the property, under Section 512 of the Act. 20. Many facts in this case are not in dispute, and I will deal with them first. 21. That the company was facing problems and decided to go into voluntary liquidation, under the provisions of the ‘Act’ is admitted by the petitioners. To such process, they adopted Ext.P1 resolution on 17.05.1980, appointing the Liquidator in that capacity and authorizing him to sell the company’s property, after obtaining prior sanction of the General Body and in accordance with the directions of the said body. There is no case for the Liquidator that this was a statutory Special Resolution. 22. For the above purpose, they adopted Ext.P1 resolution on 17.05.1980, appointing the Liquidator in such capacity; and authorising him to sell its property, after obtaining prior sanction of the General Body and as per the directions of such Body. There is no case for the Liquidator that this was a statutory Special Resolution. 22. For the above purpose, they adopted Ext.P1 resolution on 17.05.1980, appointing the Liquidator in such capacity; and authorising him to sell its property, after obtaining prior sanction of the General Body and as per the directions of such Body. This resolution was followed by the meeting of the General Body on 31.05.1981 – the minutes of which are Ext.P2 — wherein, certain corollary issues were also considered, including the requirement of action under Section 543 of the Act, for misfeasance, misappropriation etc. This, perhaps, is not very relevant to this Court's consideration at this juncture. 23. The Liquidator, on the strength of Ext.P1, made Ext.P3 advertisement; and Ext.P4 indicates that he received about 11 tenders which appears to have been then placed before the meeting of the shareholders held on 11.02.1985. The shareholders did not agree to the price in the tenders received and asked the Liquidator to conduct a re-tender, which led to Ext.P6 advertisement thereafter. 24. The meeting of the shareholders was again convened on 28.07.1985 and it was in this that the resolution which has acme relevance to this case was passed — namely Ext.P7. In this resolution, the shareholders authorised the official liquidator to have negotiation with “intending parties including the bidders and to finalise the sale proceeding in favour of the party who offers the highest price which should not be less than Rs.6 lakhs (sic). 25. Though such resolution was passed, it is admitted that nothing came out of it for a fairly long period of time; and the next available minutes of the meeting of the shareholders is Ext.P8, dated 29.05.1989, where one section of them suggested that another advertisement in local newspapers be made for the sale of the property; while, another section suggested that the property be distributed to all shareholders in specie. 26. Interestingly, the Liquidator then addressed the shareholders a year and two months later, through Ext.P9 dated 03.07.1990, informing them that a certain Sri.K.G.Vijayakumar of Paravur has made an offer of Rs.6,15,000/- to him; and intimating them that “I am, after giving due consideration to all the attending circumstances constrained to consider this offer and effect the sale. 26. Interestingly, the Liquidator then addressed the shareholders a year and two months later, through Ext.P9 dated 03.07.1990, informing them that a certain Sri.K.G.Vijayakumar of Paravur has made an offer of Rs.6,15,000/- to him; and intimating them that “I am, after giving due consideration to all the attending circumstances constrained to consider this offer and effect the sale. If anybody among you has a better proposal to forward, please intimate me in writing within 5 days of the receipt of this notice as otherwise, the sale proceeding shall be completed by me (sic). 27. It is asserted by the shareholders that the third respondent addressed the Liquidator through Exts.P10 and P11, making an offer of Rs.6,20,000/-; but that the latter appears to have not even considered it because, its next letter dated 29.10.1991 — marked as Ext.P12 — does not mention this, but again intimates the shareholders that “hence I am constrained to have a deal at the earliest possible invoking the authority conferred on me vide resolution dated 28.07.1989. After the sale, I shall take immediate steps to distribute the amount among all the shareholders after satisfying all liabilities both statutory and non statutory one” (sic). This letter also appears to have been met with resistance from the shareholders, which is evident from Exts.P13 and P14 letters; which then led to a further meeting of the General Body on 28.11.1991 — the minutes of which is marked as Ext.P15. It is limpid from this minutes that though the letter of the third respondent was made known by the Liquidator to the shareholders, the offer made therein was not specifically stated; and further that there was a difference of opinion among the latter, as to whether it should be accepted. The Liquidator, thereupon, addressed the shareholders through Ext.P16 dated 11.01.1992, deprecating the slow pace; and then intimating them that a General Body meeting is scheduled in his office on 04.02.1992. This letter immediately invited response from the person representing the third respondent, through Ext.P17, saying that the offer of the said respondent, to the property for Rs.6,20,000/-, ought to be placed on record; which was responded to by the Liquidator saying that he will do so through Ext.P18. This letter immediately invited response from the person representing the third respondent, through Ext.P17, saying that the offer of the said respondent, to the property for Rs.6,20,000/-, ought to be placed on record; which was responded to by the Liquidator saying that he will do so through Ext.P18. The Liquidator, thereupon, issued Ext.P20 letter dated 01.04.1992, informing the shareholders of the offer of the third respondent; and reiterating that the General Body meeting will be held on 04.02.1992 as earlier notified. 28. The minutes of the shareholders on 04.02.1992 again, as evident from Ext.P21 minutes, reflects that there was severe difference of opinion among them; and further suggestions also appear to have been made, including for distribution of the assets in specie, with one section not agreeing to the offer for purchase by the third respondent. 29. The Liquidator then says he addressed Ext.P22 —which is the same as Ext.P35, but the latter being its complete version — informing the shareholders for the first time that “an all time high offer is forthcoming from a stranger in the best interest of all shareholders, I intend to sell out the property to that prospective purchaser. The necessary legal formalities shall be completed by me within the next few days” (sic). 30. Pertinently, according to the shareholders, the Liquidator proceeded to sell the property to respondents 5 and 6, through Exts.P32 and P33 sale deeds; though the latter takes the stand that he did not take anyone by surprise, but has issued Ext.R2(zk) letter, dated 16.07.1993 to them, informing them that he had received an offer from respondents 5 and 6 for an amount of Rs.9 lakhs, and further that he had already entered into agreement with them by accepting an advance amount of Rs.5,000/-. 31. The controversy, obviously, only began after Ext.P7 resolution dated 28.07.1985. Until and up to that point, there can be little doubt that the shareholders had adopted a resolution appointing the Liquidator in such capacity and authorising him to sell the property, but for a price which is not less than Rs.6 lakhs. 32. Had the liquidator sold the property thereafter, on the strength of Ext.P7, perhaps there would be nothing much to speak of; but that is not how the facts have spun itself out. 33. 32. Had the liquidator sold the property thereafter, on the strength of Ext.P7, perhaps there would be nothing much to speak of; but that is not how the facts have spun itself out. 33. As indited above, though the Liquidator tried to sell the property, making two different advertisements – the second of which being after Ext.P8 resolution, dated 29.05.1989 – it is admitted that no buyer came forward for a price more than Rs.6 lakhs. 34. Crucially, nearly four years after Ext.P7, the Liquidator issued Ext.P9 letter to the shareholders on 03.07.1990, notifying them that he has a buyer for a price of Rs.6,50,000/- and named him as being Sri.K.G.Vijaya Kumar. 35. Apart from the fact that the Liquidator did so without any specific permission from the shareholders, except relying upon Ext.P7 resolution; it is not disclosed even before this Court how the aforementioned Sri.Vijayakumar approached him and whether it was based on a tender process, or in response to an advertisement. However, the offer of Sri.Vijayakumar is no longer relevant because, even the Liquidator admits that the sale did not fructify. 36. However, in response to Ext.P9, the 3 rd respondent made an offer of Rs.6,20,000/- because, in Ext.P9 letter, the Liquidator had called upon shareholders to make better offers. But, in spite of the offer made by the 3 rd respondent, the liquidator did not accept it; and in the meanwhile, suggestions were made again for distribution of the property in specie, thus fixing 31.12.1991 being the last date for this ‘to be put into effect’ (sic), as evident from Ext.P15. Nearly 11 days after the afore cut off date, the liquidator addressed Ext.P16 to the shareholders, intimating them that the General Body Meeting is scheduled on 04.02.1992; which, as said above, was met by response from a person representing the 3 rd respondent, saying that the said respondent’s offer had not been properly placed in any meeting. The Liquidator agreed to do so, which is evident from Ext.P21 Minutes of the meeting dated 04.02.1992; which again, remained inconclusive, but with an indication that the offer of the 3 rd respondent had not been accepted by certain sections, who wanted the property to be distributed in specie. 37. The Liquidator agreed to do so, which is evident from Ext.P21 Minutes of the meeting dated 04.02.1992; which again, remained inconclusive, but with an indication that the offer of the 3 rd respondent had not been accepted by certain sections, who wanted the property to be distributed in specie. 37. It is thus evident that the decision taken by the shareholders in Ext.P7 on 28.07.1985, had totally been modified and modulated through their meetings in the subsequent sessions, with at least a section of them making it ineluctable that they wanted the distribution of assets in specie, and did not want it to be sold to an outsider. The Liquidator was completely aware of all these, which is manifest from his letters referred to above; but rather shockingly, he issued Ext.P35 notice to all of them, intimating them for the first time that he has a prospective buyer, but keeping away the most relevant information as to who such person was; how much amounts he/she was offering; and how he/she had been identified by him. 38. The Liquidator, however, in his pleadings, as also in his testimony as RW1, asserted that he had issued Ext.R2(zk) letter dated 16.07.1993 – which PW1 and PW2, contested saying that none of the shareholders received – wherein, for the first time, he disclosed that respondents 5 and 6 were the prospective buyers and that they had offered an amount of Rs.9 Lakhs, leading to an Agreement of Sale having already been entered into with them, accepting an advance amount of Rs.5,000/-. 39. Ext.R2(zk) letter is of great relevance because, according to the Liquidator, even before he had informed the shareholders through it, he had finalised the sale transaction with respondents 5 and 6, which is limpid from his disclosure that an Agreement of Sale had been entered, after accepting Rs.5,000/- as advance. Here again, he asserts that he was authorised to do so on the strength of Ext.P7 resolution dated 28.07.1985, which was nearly eight years earlier. 40. Under Section 457 (1) of the ‘Act’, a Liquidator in winding up is vested with various powers; and it is unnecessary to expatiate that all such have to be exercised as per law, with due diligence, employing the standard of care necessary of an owner, thus requiring the highest levels of rectitude. 41. 40. Under Section 457 (1) of the ‘Act’, a Liquidator in winding up is vested with various powers; and it is unnecessary to expatiate that all such have to be exercised as per law, with due diligence, employing the standard of care necessary of an owner, thus requiring the highest levels of rectitude. 41. In this case, as said several times before, the Liquidator relies upon Ext.P7 resolution, and his learned counsel – Sri.Ashok Shenoy, justifies his client’s actions on the ground that the property was sold for a price which is more than Rs.3 Lakhs, from that fixed in the said resolution. This argument is rather specious because, the resolution was passed in the year 1985, authorising the Liquidator to sell the property for no less than Rs.6 Lakhs; and it was nearly 8 years later, that it was sold for Rs.9 Lakhs by him. The escalation of price, going by the inflationary trends and the market dynamics, certainly, is not of such proportion that this Court can grant approval, for that reason alone. 42. In any case, even if it is to be assumed that the price obtained through Exts.P32 and P33 sale deeds were apposite, the actions of the Liquidator would still not pass muster, unless he is able to establish that he has acted as per law and on the strength of a valid special Resolution. 43. Before moving forward, it is necessary to evaluate the evidence of RW2, who is the son-in-law of respondents 5 and 6. He says that he is a practicing lawyer and married the 7 th respondent – daughter of respondents 5 and 6. The counter pleadings aver that RW2 had participated in the negotiation for the sale of property with the Liquidator, on behalf of his parents- in-law; and that he was informed by ‘somebody’ that the property belonging to the Company was notified for sale, to thus meet the Liquidator, along with his brother-in-law, after verifying that he had the authority to sell it. 44. Though the afore are also the averments in the proof affidavit filed by RW2, when he was cross-examined, he brought out a completely different story, saying that he had happened to see a board in front of the property, with a contact telephone number; and that, it is thus he came to be aware that it was being put for sale. His testimony is to the effect that, being a lawyer, he had verified Exts.P1 and P7 resolutions, to be persuaded to the opinion that the Liquidator had the power to sell the property, especially since no other resolution was ever shown to him by the latter. He added that he was further informed by the Liquidator that he had sent letters to all the shareholders and that he made his offer in the first week of June 1993, to enter into an Agreement on the 9 th of July the said year. 45. This is where the real issue presents. 46. The Liquidator never disclosed, either in his pleadings, or in his testimony, how respondents 5 and 6 had approached him, offering to buy the property; and it is conspicuous from his stand that he had not published any advertisement, or called for a tender – either in the year 1993, or any time prior to it after 1985 or 1986. Pertinently, the evidence of RW2 is that he and his brother-in-law met the liquidator and entered into a deal with him; and, as seen above, he says that he came to be aware of that the property was proposed to be put to sale from a board installed in front of it. However, as also mentioned above, in his cross-examination he says that he was given such information by ‘somebody’, but without disclosing who it was. 47. The actions of the liquidator are shocking, for want of a better word. He was surely authorized to sell the property vide Ext.P7 resolution dated 28.07.1995, but he himself admits that nothing came out of it for several years thereafter. In the midst of this, he was fully aware that the shareholders had changed their mind—at least a section of them; and that there was active consideration of distribution of the assets in specie, in proportion to their shares, among them. During this time, there were offers by the 3 rd respondent; but, which, as the minutes of the meetings indicate, were not acceptable to certain others. 48. During this time, there were offers by the 3 rd respondent; but, which, as the minutes of the meetings indicate, were not acceptable to certain others. 48. Therefore, in the face of these facts, we cannot comprehend how the Liquidator could still rely upon Ext.P7— even assuming it is a Special Resolution—and then proceed to sell the property to persons of his choice, especially when it is virtually admitted that such persons never came into the picture through a process known to law - namely through advertisement, or tender notifications. This is then exacerbated by the fact of RW2 conceding that his parents-in-laws (the purchasers) had come forward “at the instance of somebody”, to have private negotiations and parleys with the Liquidator- in which he had allegedly participated; thus leading to an agreement for sale to be entered in July 1993, and finally to Exts.P32 and P33 sale deeds. 49. There is something much more distributing to judicial conscience in this case because, Ext.P35 was the last of the letters which the shareholders admit to have received from the Liquidator; and in the same, he does not mention that respondents 5 and 6 were the prospective purchasers—not even whisperingly—or the amount that had allegedly been offered. He indubitably kept all the shareholders in the dark; while maintaining that he had, in fact, issued Ext.R2(zk) on 16.07.1993, informing the shareholders of the details of respondents 5 and 6 and their offer. 50. It is the vehement case of the shareholders, that they never received Ext.R2(zk)—as luculent from the testimony of PW1 and PW2; but even assuming otherwise, it then impels to a rather unconscionable situation where, the Liquidator admits to have entered into the agreement for sale even before its issue. In other words, Ext. R2(zk) only renders to be an ex post facto information being given. There can be no contest on this because, RW2 has affirmatively deposed that the agreement between the Liquidator and his parents-in-law was entered into on 19.07.1993, based on the offer they made in the first week of June of the said year. 51. Crucially, Ext.P35- letter of the liquidator is dated 12 th of May, 1993, when, going by the version of RW2, no offer had been made by the purchasers – he having unequivocally deposed that such was made only in the first week of June. 51. Crucially, Ext.P35- letter of the liquidator is dated 12 th of May, 1993, when, going by the version of RW2, no offer had been made by the purchasers – he having unequivocally deposed that such was made only in the first week of June. One can, therefore, never fathom which offer the Liquidator was referring to in Ext.P35; and it becomes obvious that he was making contact with various people for the sale of the property, all behind the back of the shareholders, and then trying to force them into allowing him to do so. This, apodictically, was not on the strength of Ext.P7-resolution, but on a self-proclaimed authority to do so on his own notion. The Liquidator has forgotten that he was obliged to act only as per law, and that every action of his would be accountable before this Court. 52. The entire course adopted by the Liquidator is amenable to justified suspicion and shrouded in mystery because, as said above, even when he was aware that at least a portion of the shareholders did not want the sale, he pressed on with it, complaining that he was fed up with the delay and wanted to complete it, one way or the other. It escapes every logic why a liquidator, that too, a voluntary Liquidator, should have been so anxious to sell the property at all costs, and against all odds; and most interestingly, he says that he did it in the best interests of the shareholders. The Liquidator is not an ordinary person, but admitted to be a practising lawyer, who certainly knew the gravity of his actions, especially when he is justifying them on the pretext of benefit to the shareholders; while, the majority, or, at least a group of them, did not want the property to be sold. 53. At this juncture, I must advert to the argument of Sri.Paoulse C. Abraham that Ext.P7 is not a Special Resolution, within the purlieus of Section 189 of the Act. Even though this argument has now become academic, going by the opinion that this Court has already been persuaded to, it must certainly be borne in mind that the aforesaid section brings in a clear distinction between ordinary and special resolutions. Even though this argument has now become academic, going by the opinion that this Court has already been persuaded to, it must certainly be borne in mind that the aforesaid section brings in a clear distinction between ordinary and special resolutions. As per Section 189(2) of the Act, a resolution becomes a special resolution, when the notice calling for the meeting contains such an intimation to the members and after such had been properly served. It also requires casting of votes in favour or against the proposed resolution. 54. Adverting to Ext.P7 resolution, it does not carry any of the requisites, to lead to a Special Resolution; but starts with the title “shareholders’ meeting.” It also does not record that a notice of an intended Special Resolution had been issued or served on the shareholders. No evidence has been lead to establish this either. One can never, consequently, find Ext. P7 to conform to the essential characters of a statutory Special Resolution. 55. That said, no doubt, Ext. P7 declares that the shareholders “decided to authorize the voluntary liquidator to have direct negotiations with intending parties, including the bidders, and to finalize the sale proceedings in favour of the party who offers the highest price, which should not be less than Rs.6,00,000/-” (sic). Ineluctably, the authority given to the Liquidator is limited, namely that he can negotiate with purchasers and finalize the sale proceedings. But, a corollary question arises, whether this would even amount to allow the Liquidator to enter into sale deeds and have them registered without the permission of the shareholders. 56. Sri. Asok Shenoy and the learned counsel appearing for the other respondents, impels the contention that the words “to finalize the sale” in Ext.P7, grants competence to the Liquidator to have the sale deeds registered also. 57. As intended supra, the question here is not merely if the liquidator had the authority to sell or otherwise, but whether he acted within the unexpendable parameters of the power entrusted to him. 58. Even should this Court travel with the Liquidator that Ext.P7 is a Special Resolution, which vested in him the authority to sell, which is to say, even to execute the sale deed, it could have been done by him only for the benefit of the shareholders and in their best interests as he now interestingly professes to have done. 58. Even should this Court travel with the Liquidator that Ext.P7 is a Special Resolution, which vested in him the authority to sell, which is to say, even to execute the sale deed, it could have been done by him only for the benefit of the shareholders and in their best interests as he now interestingly professes to have done. His actions must be established to be uberrimae fidei and conforming to the most exacting standards, particularly because he is a practising advocate. However, what I have seen, as clear from the above narrative, is a complete breach of these imperatives. 59. To paraphrase, even if Ext.P7 is taken to have authorized the liquidator to sell of the property, he ought to have been greatly circumspect, when he saw that there was a clear division of interest between the shareholders subsequently, which went on for the next seven or eight years without any resolution. When at least a section of the shareholders did not want the sale and when this was fully known to him, it was impermissible for the Liquidator to have executed and got registered Exts.P32 and P33 sale deeds in favour of respondents 5 and 6, without their knowledge. The egregious nature of the conduct of the Liquidator stands pronounced by the fact that respondents 5 and 6 did not approach him pursuant to any legally recognized procedure of advertisement or tendering process, but was a wholly private deal between them, which exposes him to an inevitable impression of having acted confutatively and with highly questionable motives. 60. It is a total mystery how a Liquidator of the stature of a practicing advocate, could have entered into a sale — which can construe only to be a private one – with respondents 5 and 6, as it was his own property; and such an action, whatever be the justification that he may hold out based on Ext.P7 — and taking it to be a special resolution, for the sake of argument — can never be countenanced in law. 61. To paraphrase, any action based even on a Special Resolution by a Liquidator, particularly that of a Liquidator in voluntary winding-up, will have to be as per law and following the mandate as specifically stipulated by the shareholders; with every other manner falling short of the inviolable forensic requisites; thus rendering it impermissible. 61. To paraphrase, any action based even on a Special Resolution by a Liquidator, particularly that of a Liquidator in voluntary winding-up, will have to be as per law and following the mandate as specifically stipulated by the shareholders; with every other manner falling short of the inviolable forensic requisites; thus rendering it impermissible. Even taking Ext.P7 to be a Special Resolution, the Liquidator can only act strictly as per law; and in this case he could not have sold the property on a private treaty, or private negotiation, without having invited tenders, or calling for bidders through advertisements. From such yardstick, every action of the Liquidator fails and stand vitiated in this case. 62. This is why this Court has said earlier, that the question whether Ext.P7 is a Special Resolution or otherwise, is virtually academic in nature now; because either way, the sale stands vitiated. In the afore circumstances, this application is allowed and Exts.P32 and P33 sale deeds are declared to be void and consequently set aside; with the Liquidator being now injuncted from conducting any further transaction with respect to the property on the strength of either Ext.P1 or P7 resolutions.