The court orders of the winding up petition needs to be perused in order to advise you whether they can rescind or not.

If it is the case, then you'll get summons from court. Don't take them for their word. If there is no stay order from the court on sale of the properties before your date of purchase, then there would be no rescindment as per law. Ask them for certified copies of the court orders.

Yes, because creditors and liability are not paid first. 

Company cannot sell its assets during pendency of winding up petition

2) where a winding-up proceeding is by or subject to the supervision of the Court, any disposition of the property of the company which is made after the commencement of the winding-up is void, unless the Court otherwise order

3)in your case if company has sold its assets without permission of court sale is void no need to rescind the same 

Parliament has used the words "unless the Court otherwise orders" to dilute the rigour of the word "void" by conferring a power on the Court to protect a bona fide transaction. This principle is incorporated to protect bona fide transactions carried out and completed in the ordinary course of the current business of a company. The presentation of a petition for winding-up does not by itself disable a company from carrying on its business. Companies in the ordinary course of business have to carry out transactions involving a disposition of properties as an incident of their business activities. These transactions are not foreclosed, for to hold otherwise would bring the business to a grinding halt. The law would not permit such a consequence by disabling a company from attending to business in the ordinary course merely because a petition for winding-up is instituted. The law recognizes this position and the practical necessity for a company against which a petition for winding-up has been presented to continue its business.

2) The exercise of discretion by the Court to "otherwise direct" arises where the disposition has in fact been completed after the commencement of winding-up proceedings for it is then for the Court to decide whether the disposition was of such a nature or in circumstances where it would necessitate the exercise of discretion to protect the disposition.

3) The assets of the company cannot be disposed of at the mere pleasure of the company. If the business is going to be paralyzed, then, the Court in appropriate cases can, for the benefit and interest of the company, save the transaction. It is for enabling the company to continue as a going concern and to protect the interest of shareholders and creditors that such a power is conferred and must be exercised."

Salebof property of company during the pendency of the winding up petition is not unlawful if there is no stay order passed by court/ Tribunal is 8n place. 

Even if the same is done in absence of stay order, the sale would be subject to the outcome of the winding up proceeding. 

1. IF "winding up petition" is pending, THEN Co., cannot sell its assets, since this will constitute another prosecutable offence.

2. However the Co. on its own CANNOT "rescind /reverse" the concluded transaction in anyway whatsoever. The relevant authority would have to pass orders to rescind the transaction, while winding up petition is sub-judice.

They can't rescind the transaction in this ground

Hi

1) In law  when the promoters of the company , sell the assets of the company during the pendency of winding up petition, it is a deemed misfeasance and the courts have the liberty to rescind the transaction.

2) Section 327 , 328  of the Companies Act 2013 will be squarely applicable in the present cases.

3) The petitioner can invoke the aforementioned clauses and get the winding up proceedings speeded up if he can demonstrate to the court that :

3a) The company having received the notice of winding up proceeding before the Court and 

3b) The company should have sold the property after receipt of the notice of winding up petition 

or

The company should have sold the property 6 months prior to filing of winding up petition. 

4) Section 327 and 328 of companies act 2013 (section 531 and section 531A of Companies act 1956) reads as follows:

4(1) Where a company has given preference to a person who is one of the creditors of the company or a surety or guarantor for any of the debts or other liabilities of the company, and the company does anything or suffers anything done which has the effect of putting that person into a position which, in the event of the company going into liquidation, will be better than the position he would have been in if that thing had not been done prior to six months of making winding up application, the Tribunal, if satisfied that, such transaction is a fraudulent preference may order as it may think fit for restoring the position to what it would have been if the company had not given that preference.

4(2) If the Tribunal is satisfied that there is a preference transfer of property, movable or immovable, or any delivery of goods, payment, execution made, taken or done by or against a company within six months before making winding up application, the Tribunal may order as it may think fit and may declare such transaction invalid and restore the position.

5) Section 53 of the Transfer of Property Act defines fraudulent transfer.

Sub-section (1) of Section 53 of such Act prescribes that every transfer of immovable property made with intent to defeat or delay the creditors of the transferors shall be avoidable at the option of any creditor so defeated or delayed.

The provision permits a suit to be instituted by a creditor of the transferor in representative capacity for the benefit of all the creditors. That Section 53(1) of such Act does not affect any law relating to insolvency only implies that it does not derogate from any law relating to insolvency. There is, therefore, the recognition on the general law of this country for a creditor to regard the transfer of an immovable property by the debtor to be fraudulent in some circumstances.”

You may ask your lawyer to refer to Dunlop case at High court of Calcutta.

Hope this information is useful. 

cannot rescind the transaction in this ground alone

mere filing of a winding up petition does not mean that the company cannot sell its assets

it is only when an order of winding up is made and a liquidator is appointed by the court that the company ceases to have any right to sell its assets

so i do not think that the excuse stated in your query is a valid excuse to rescind from the contract

No, This can be allowed in special circumstances only. You need strong documentary proofs to validate your rescind.

Thanks

If the company was guilty of selling off then it cannot save itself ie the directors of the company. 

It cannot take the advantage of its own wrong. It knew that the petition was pending and still sold the assets. Therefore act accordingly.

If there is no stay order or moratorium is not passed then in case of bonefide sale same cannot be revoked merely on ground that the petition was pending. 

If there is no stay and no order is passed by the court or tribunal the transaction cannot be cancelled.

Sale already done. No reverse permitted till purchaser agree.

Where any company is being wound up by or subject to the supervision of the court, any attachment, distress of execution put in force without leave of the court against the estate or effects or any sale held without leave of the court of any of the properties of the company after the commencement of the winding up shall be void. In B. V. John v. Coir Yarn and Textiles Ltd. ((1960) 30 Comp. Cas. 162), the Kerala High Court rejected the argument that the consequences of not obtaining leave under section 446 were to be found only in section 537(1) and, consequently, a proceeding which did not come within the mischief ofsection 537(1) was good notwithstanding that it was in transgression of section 446. The court held that section 537 was supplementary to section 446, the two covering different though, to some extent, overlapping grounds and, therefore, a suit or other legal proceeding commenced or proceeded with without leave of the court in violation of section 446 was void.

If company has sold its assets without permission of court then the sale is void .

1.There has been no stay order on the Company in selling its assets or incurring expenses because of the fact that a wind up petition has been filed against it.

2. In the above circumstances, the Company can not rescind the sale of its assets it has already conducted. 

It can not rescind the said sale of its assets on the ground that a wind up petition filed against it is already pending.unless there is a stay order on the Company refraining it from selling its assets till the wind up petition is disposed of.

1. No company itself cannot claim to rescind the assets sold during pendency of petition. 

2. Creditors of company can seek to revoke the sale of any assets during pendency of petition. 

when a winding up petition is presented to court, the judge will deem it too risky for the company to continue trading. This may be because the assets are in some way at risk and, in these instances, the court will appoint a provisional liquidator to safeguard the company until the full petition is heard

Hello,

No it cannot 

Regards

During pendency of court case, the company cannot sell any assets and the same is void.

In case if the same is sold with court's permission it is valid.