Deed of Conveyance by the Official Liquidator of a Limited Company (India) by OLL
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DEED OF CONVEYANCE BY THE OFFICIAL LIQUIDATOR OF A LIMITED COMPANY
Deed of conveyance made on this........ day of......... between M/s AB & Co Ltd in liquidation by its liquidator Mr........ being the official liquidator for the State of Maharashtra having his office at........ hereinafter referred to as the Vendor of the First Part and Mr.'' X'' residing at....... hereinafter referred to as the Confirming Party of the Second Part and M/s XZ & Co Ltd a company registered under the Companies Act 1956 and having registered office at............ hereinafter referred to as the purchaser of the Third Part as follows
WHEREAS
1. The said AB & Co. Ltd is public company limited by share registered under the Companies Act 1956.
2. One Mr........... filed a petition No.......in the High Court at u/ S 439 of the Companies Act 1956 for an order for the winding up of the company m, the same being unable to pay its debts.
3. By an order dated.........passed in the said petition after going through the legal procedure the High Court ordered the said AB and Co. Ltd to be wound up under the directions of the court and appointed Mr....... the official liquidator s the liquidator of the said company with all powers as the Companies Act provides.
4. In the court of such winding up the official Liquidator on a report submitted to the High Court applied to the High Court for permission to sell there immoveable property of the company situated at.......... and more particularly described in the schedule hereunder annexed.
5. By an order dated........ passed at the Official Liquidator's report the High Court authorized the official Liquidator as liquidator of the said company to sell the said property by public auction or by inviting private tenders.
6. Pursuant to the last mentioned order the official Liquidator as such liquidator put up the said property for auction through M/s XY auctioneers after properly advertising the sale on the...........day of...........
7. At such sale the confirming party was declared the highest bidder at the price of Rs...........and the confirming party paid amount of earnest money of Rs........being 25% of the highest bid and signed the agreement for purchase subject to the sanction of the court.
8. The confirming party has represented to the official liquidator that he had given the said bid for and on behalf of the purchaser and the earnest money was also paid by the purchaser through the confirming party and the purchase also confirm the same. The confirming party theerfor requested the Official Liquidator to execute the deed of conveyance in favour of the purchaser direct.
9. The official liquidator thereafter submitted his report on the sale of the property onto the High Court and the High Court by its order dated.........approved and sanctioned the sale of the said property to the confirming party or his nominee at the price of Rs.......and on the terms and condition of the sale by auction.
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This template is a deed of conveyance used when an official liquidator sells a limited company's property following a court-ordered winding-up process. It formalizes the transfer of ownership from the company in liquidation to a purchaser, potentially involving a confirming party who acted as the initial bidder.
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About this template
What is this template?
This is a formal deed of transfer for immovable property owned by a company in liquidation in India. It contains specific recitals regarding High Court orders and auctions, and it is NOT a standard sale deed between private individuals.
When should you use it?
Use this when the High Court has authorized an Official Liquidator to sell company land to settle debts. Use a standard Sale Deed instead if the company is not in liquidation.
What's inside
| Clause | Name | What it does |
|---|---|---|
| WHEREAS | Recitals | Details the High Court winding-up order under Section 439 of the Companies Act 1956 and the subsequent auction of company property. |
| NOW THIS DEED WITNESSETH | Consideration | Confirms receipt of the balance purchase price and the formal grant of the property to the Purchaser. |
| The Schedule Referred to | Property Description | Provides a specific legal description of the land and buildings, including all easements and permanent attachments. |
| Official Liquidator's covenant | Covenant Against Encumbrances | The Liquidator warrants they have not performed any act that would prevent the lawful conveyance of the property. |
| To Have and To Hold | Tax Obligations | Subject the Purchaser to all existing and future government taxes, assessments, and duties chargeable on the property. |
Who it's for
- a liquidator selling assets of an Indian company wound up under High Court order
- a buyer purchasing real estate through a court-sanctioned public auction or private tender
- a bidder transferring their purchase rights to a third-party nominee as the final purchaser
How long it runs and how it's signed
Law it's drafted under
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