1. ' C.M.322/L of 1993 ' It appears that the copy of the application was not supplied to the J.O.L. It has been delivered to him today in Court. He will submit the report on the next date of hearing.
2. ' To come up on 5-7-1993. C.M.No,229/L of 1993 ' Humayun Akhtar Butt, one of the Directors of M/s. Mall Developers (Pvt.) Ltd. Has filed this application for issuance of certificate of sale/Sanad-e-Sultani in the name of Mall Tenneries and Leather Works (Pvt.) Ltd., Karachi.
3. ' Facts relevant for the disposal of this application briefly are that the Mall Developers (Pvt.) Ltd.
4. Gave the bid of Rs,6 millions for the purchase of entire assets consisting of land, building and machinery etc. Of M/s. Milly Leather Industries, the company under liquidation. This being the highest bid/offer was approved by this Court vide order dated 6-11-1989. The purchaser/bidder paid the entire bid amount whereupon sale of the assets aforementioned was approved by this Court on 29-5-1990 with the direction that "possession of the property sold shall be delivered to M/s. Mall. Developers" and the Joint Official Liquidators shall take final steps for the transfer of title to them. It appears that the auction-purchaser requested on 2-11-1991 for issuance of Sanad-e- Sultani but the O.Ls. Took the stand that there should be a formal registered sale-deed requiring payment of not only the stamp duty but also the registration fee. Matter was adjourned to examine "if the auction conducted under the auspices of the High Court required any stamp duty or for that matter the registration fee". On the next date of hearing viz. 17-11-1991, the Court without going into the question afore-noted ordered "Court certificate may issue in favour of the auction-purchaser without any delay " The sale certificate under Order 21, Rule 94, C.P.C. Was accordingly issued in the name of the auction-purchaser namely M/s. Mall Developers (Pvt.) Ltd. On 28-11-1991. The applicant has now come up with the instant application requesting that "the requisite sale certificate/Sanad- e-Sultani may kindly be issued in the name of M/s. Mall Tanneries and Leather Works (Pvt.) Ltd., Karachi and the Sand-e-Sultani/Sale Certificate already issued in the name of Mall Developer (Pvt.) Ltd., dated 28-11-1991 may graciously be cancelled". It is averred in this application that the company in whose name the sale certificate is now sought to be issued was formed by the Directors of M/s. Mall Developers and that the Directors of both the companies are the same. It is also pointed out in this application that it was one of the terms of the bid/offer approved by this Court that "the final conveyance deed would be executed in favour of the Mall Developers (Pvt.) Ltd.
5. Or its nominee".
6. ' The application has been opposed by the J.O.Ls. Who have filed reply thereto contending that the sale certificate was rightly issued in the name of the auction-purchaser, the Mall Developers and if the purchasers are interested in transferring the assets, the subject-matter of the sale certificate, in the name of Mall Tanneries and Leather Works (Pvt.) Ltd. They should transfer the same in accordance with law i,e,, by executing a formal sale-deed.
7. ' I have heard the applicant and his counsel. They have heavily relied upon the aforenoted term of the offer of the bidder-company and contended that in view of the said term which was incorporated in the order of this Court dated 6-11-1989, the sale certificate could well be issued in the name of the nominee of the auction-purchaser. The learned counsel has further submitted that the applicant, a Director of the Mall Developers, the auction-purchaser had in fact requested the Company Judge through letter dated 19-3-1991 to issue the sale certificate in the name of the Mall Tanneries and Leather Works (Pvt.) Ltd., Karachi but the certificate was erroneously issued in the name of the Mall Developers.
8. ' I have given my anxious consideration to the submissions made by the applicant and his counsel.
9. The sale certificate is granted under Order 21, Rule 94, C.P.C. Which reads as under:-- "94. Certificate to purchaser.---Where a sale of immovable property has become absolute, the Court shall grant a certificate specifying the property sold and the name of the person who at the time of sale is declared to be the purchaser. Such certificate shall bear date, the day on which the sale became absolute."
10. The provision aforequoted quite clearly shows that the certificate of sale can be issued only to an auction-purchaser in whose favour the sale is confirmed by a Court and not to a third party. If the auction-purchaser wants that the property purchased by him be transferred in the name of another person, he can do so through a proper sale-deed executed and registered in accordance with law and not by getting his name substituted in the certificate of sale. It was so held in Makkan Lal Kala and another v. Baldeo Prasad and others (AIR 1938 Allahabad 471). Reference may usefully be made to the following observations therein:-- "Having regard to the provisions of Rule 94, Order 21, the Court will issue the sale certificate only in the name of auction-purchaser or if he dies in the name of his legal representative. But the Court is incompetent to recognize any transfer or arrangements made by the auction-purchaser with a third person If the auction-purchaser wants to dispose of his interest in the estate purchased by him then he can do so by executing a valid sale-deed."
11. In view of the legal position aforestated, sale-certificate was rightly granted to the auction- purchaser namely the Mall Developers in whose favour the sale was confirmed and who had paid the entire sale price of the assets sold. I am afraid, there is no power in this Court either to cancel the sale-certificate competently and validly issued to the auction-purchaser or to issue a fresh certificate of sale to a third party. Needless to observe that if the auction-purchaser wants to have the assets forming the subject-matter of the court-sale transferred in the name of another company, it can do so by executing a proper sale-deed which would involve payment of stamp duty ana registration fee. Even according to the aforereferred term of the bid/offer relied upon by the applicant, only a deed of conveyance could be executed in favour of the nominee of the auction-purchaser. It may pertinently be observed that a sale certificate is not the same thing as the deed of conveyance. It is axiomatic that the sale certificate is not a title deed but only an evidence of title. It is thus not required to be stamped or registered. Thus viewed from whatever angle, a sale certificate cannot be issued in the name of the Mall Tanneries and Leather Works (Pvt.) Ltd., Karachi.
12. ' In view of what has been said above, this application is not maintainable and the same is accordingly dismissed.