Sale by the Liquidator of a Company in Voluntary Liquidation

Sale by the Liquidator of a Company in Voluntary Liquidation

This sale deed made on this …………. day of ………….. 1999 by X Co. Ltd. (in liquidation) having its registered office at ……….. (hereinafter called the company) and AB, son of …………. residing at ……… liquidator of the company, (hereinafter called the vendor) of the one part and ML Co. Ltd. a company registered under the Companies Act 1956 having its registered office at ………. (hereinafter called the purchaser which term shall include its successors, nominees and assigns) of the other part.

Whereas by extraordinary resolution dated the ………. day of …….. 1999 the company resolved to go into voluntary liquidation:

And whereas the company in its extraordinary general meeting held on the. …… day of ……….. 1999, appointed the said AB liquidator for the purpose of winding up the affairs of the company.

And whereas the premises hereinafter described were at the date of the said resolution and are still vested in the company absolutely and free from encumbrances:

And whereas the vendor has for and on behalf of the Company agreed to sell to the purchaser the premises hereinafter described for the sum of Rs. ……… (in words, Rupees ……………) absolutely and free from encumbrances:

Now this Indenture witnesses that in consideration of the sum of Rs. ……… (in words Rupees ……….) now paid by the purchaser to the vendor as such liquidator as aforesaid (the receipt of which sum the vendor and the company hereby acknowledge), the company by the direction of the vendor as liquidator and the vendor doth hereby sell and convey to the purchaser all that premises (99 White Road, Calcutta) which is more particularly described in the Schedule hereto together with all rights, easements and appurtenances whatsoever to the said premises belonging or in any wise appertaining: To hold the same unto and to the use of the purchaser absolutely and forever.

The vendor as liquidator of the company and pursuant to authority given by the resolution passed by the shareholders and in due course of realisation of assets, debts and properties doth hereby and hereunder grant, convey, sell, transfer, assign and assure the said property and every part thereof unto and to the use of the purchaser to have and to hold the same as an absolute owner thereof forever. And that the vendor doth hereby covenant with the purchaser that the said property is free from all encumbrances to the best of his knowledge and further that he as liquidator has not done, executed, performed or suffered any act, deed or thing whereby or by reason or means thereof may be in any way affected or prejudiced in title or estate or he as liquidator may be prevented from granting, conveying, selling, transferring, assigning or assuring the same in the manner hereinbefore indicated. And furthermore that the said vendor has not at any time given or made any assent or conveyance affecting the said property or any part thereof in favour of any person whatsoever.

The Schedule above referred to

In witness whereof the vendor as such liquidator as aforesaid has caused the common seal of the company to be affixed to these presents and the vendor has hereunto set his hand and seal the day and year first above-written.

Signed, sealed and delivered by        the said AB as liquidator of X Co. Ltd. appointed under resolution dated ……… of the Company:

Signed, sealed and delivered by Mr. ……..……………… pursuant to Board Resolution of ML. Co. Ltd.                    dated ……… in presence of:

Memo of Consideration

Received of and from the within-mentioned Purchaser the sum of Rs. ………. being the consideration payable by the Purchaser by Bank Draft No. 7 dated ………… for Rs. ……………… on X Bank Ltd. payable at Calcutta.

Witnesses:                                                                                Received, Signed by Vendor

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