- 1 - HC-KAR NC: 2026:KHC:4128 CA No. 978 of 2015 IN COP NO.282 OF 2013 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 23RD DAY OF JANUARY, 2026 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ COMPANY APPLICATION NO. 978 OF 2015 IN COMPANY PETITION NO.282 OF 2013 BETWEEN: M/S VORA SOAPS LIMITED EASTERN EXPRESS HIGHWAY VIKHROLI (EAST) MUMBAI-400079 …APPLICANT (BY SMT. JYOTHI BHAT, ADVOCATE) AND: 1. DR. M.P. BABITHA W/O SRI. P. RAJASHEKAR M.N. AGED 42 YEARS, PRESENTLY RESIDING AT NO.15, GOVINDA TULASI NILAYA, 15TH CROSS, LINGARAJANAGAR NORTH, HUBLI-5580031 PERMANENT RESIDENT OF LIG-156, II STAGE, KHB COLONY, KUVEMPU NAGAR, MYSORU-570023 2. AVESTHAGEN LIMITED REGISTERED OFFICE AT: UNIT 3, "DISCOVERER", 9TH FLOOR, INTERNATIONAL TECH PARK (ITPL) WHITEFIELD ROAD, BENGALURU-560066 ALSO AT: AVESTHAGEN ONE, NO.7/6, BRUNTON ROAD, Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2026:KHC:4128 CA No. 978 of 2015 IN COP NO.282 OF 2013 BENGALURU-560025 KARNATAKA, INDIA 3. OFFICIAL LIQUIDATOR HAVING ITS OFFICE AT CORPORATE BHAVAN, 26-27, 12TH FLOOR, RAHEJA TOWER, M.G. ROAD, BENGALURU-560001 …RESPONDENTS (BY SRI. HARSHA SWAROOP P., ADVOCATE) THIS COMPANY APPLICATION IS FILED UNDER RULE 6 AND RULE 9 OF THE COMPANIES COURT RULES, 1959 PRAYING TO SUSPEND THE NOTICE DATED 10.07.2015 AND CONSEQUENT NOTICES DATED 09.09.2015 AND ETC. THIS APPLICATION, COMING ON FOR FURTHER HEARING, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE SURAJ GOVINDARAJ ORAL ORDER 1. The applicant is before this Court seeking for the following reliefs: a. Suspend the notice dated 10.07.2015 and consequent notices dated 09.09.2015. b. Pass an ad interim order of injunction restraining the Provisional Official Liquidator from taking possession of the immovable property of the Applicant situated in Sakeleshpura, as mentioned in the notices. c. And such other reliefs. 2. It is not in dispute that during the pendency of the above company petitions, the applicant purchased - 3 - HC-KAR NC: 2026:KHC:4128 CA No. 978 of 2015 IN COP NO.282 OF 2013 certain immovable properties from the Company in liquidation. The sale deeds in favour of the applicant were executed on 23.10.2014 and 31.10.2014. However, the company petitions had already been instituted on 11.12.2013 and 03.02.2014 respectively, that is to say, prior to the execution of the said sale deeds. 3. The chronology of events is therefore clear and undisputed. The transfer in favour of the applicant has taken place subsequent to the presentation of the company petitions. In proceedings relating to winding up, transactions entered into after commencement of winding up are subject to strict scrutiny under the Companies Act, and any disposition of property after such commencement would prima facie attract the rigour of the statutory provisions. In the present case, the sale transactions, having been effected after the filing of the company petitions, cannot be viewed as ordinary commercial transactions and would, at this stage, prima facie bear the character of transactions - 4 - HC-KAR NC: 2026:KHC:4128 CA No. 978 of 2015 IN COP NO.282 OF 2013 liable to be declared void or fraudulent as against the company and its creditors. 4. In that background, the application seeking stay of the notice dated 10.07.2015 issued by the Provisional Liquidator for taking possession of the subject property cannot be entertained. The notice has been issued in furtherance of the statutory duty of the Provisional Liquidator to secure the assets of the Company in liquidation. When the sale in favour of the applicant is ex facie subsequent to the institution of the company petitions, no equitable or discretionary relief by way of stay can be granted in favour of the applicant. 5. It is also to be noted that the applicant has, on several earlier occasions, represented before this Court that it would settle the dues of the petitioning creditors. On the strength of such representations, time has been granted from time to time. The learned counsel appearing for the applicant has remained present in all the proceedings, and adjournments have been granted - 5 - HC-KAR NC: 2026:KHC:4128 CA No. 978 of 2015 IN COP NO.282 OF 2013 at her request as well as at the request of the respondent-Company. 6. However, despite repeated indulgence shown by this Court, neither have the submissions advanced in the present company application been substantiated by concrete action, nor have the amounts due to the respective petitioners been discharged. The petitioning creditors have been awaiting payment for a considerable length of time. 7. The Managing Director of the respondent-Company has also been present before this Court on several occasions and has expressed that there has been delay on the part of the applicant in making payments, notwithstanding that all documents sought by the applicant and by Mr Nadir Godrej had been furnished. This conduct, viewed cumulatively, demonstrates a lack of bona fides in the repeated requests for adjournment. 8. When ample opportunity has been afforded and yet no positive or tangible steps have been taken either to regularise the transaction or to discharge the admitted - 6 - HC-KAR NC: 2026:KHC:4128 CA No. 978 of 2015 IN COP NO.282 OF 2013 liabilities, this Court cannot permit the process to be protracted further. The conduct of the applicant does not inspire confidence, and the discretionary jurisdiction of this Court cannot be exercised in favour of a party who has failed to act with diligence and good faith. 9. For the reasons stated above, both on account of the prima facie infirmity in the sale transactions and the absence of bona fides in prosecuting the present application, this Court is of the considered opinion that the application is liable to be dismissed. 10. Accordingly, C.A. No.978/2015 stands dismissed. SD/- (SURAJ GOVINDARAJ) JUDGE HJ/SR List No.1:Sl.No.5