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2008 (8) TMI 563 - SC - Companies LawDirection to appellant to deposit in court the sum of Rs. one crore that it had received in connection with the sale of the property for the liquidation of which a proceeding remains pending in the High Court - Held that - Appeal dismissed. Having regard to the provisions of the Companies Act it is plain and clear to us that the money received by the appellant from MGF Ltd. was legally bound to come to the Court. The Court was in error in allowing the payment to the appellant by its earlier order dated 1-9-1999 and later it rightly recalled that order and directed the appellant to deposit the money in the Court - respondent No. 2, the applicant, had itself received over Rs. 13 lakhs from the Debtor Company and it was, therefore, not open to it to object to the appellant too getting its due from the Debtor-Company, the obvious answer is that one wrong would not justify another of the same kind. But the submission does not even appear to be factually correct.
Issues Involved:
1. Legality of the order directing the appellant to deposit Rs. one crore in court. 2. Validity of the private arrangement between the appellant and MGF Ltd. 3. Alleged fraudulent preference by the Debtor Company to the appellant. 4. Role of respondent No. 1 in questioning the payment made to the appellant. Detailed Analysis: 1. Legality of the Order Directing the Appellant to Deposit Rs. One Crore in Court: The Supreme Court examined the legality of the Punjab and Haryana High Court's order directing the appellant to deposit Rs. one crore in court. The appellant argued that the direction was illegal, unjust, and unreasonable, asserting that the transaction occurred outside the purview of the proceedings before the Punjab and Haryana High Court. However, the Court found that the payment of the large sum by MGF Ltd. to the appellant was intended to patch up the breach of the Court's orders committed by the Debtor Company and MGF Ltd. The Court held that the proceedings for liquidation of a company under the Companies Act are not the same as a money suit, and any proceeds from the sale of the assets of the company must be disposed of in terms of the scheme provided under sections 529A and 530 of the Companies Act. Therefore, the Court concluded that the money received by the appellant from MGF Ltd. was legally bound to come to the Court, and the High Court rightly directed the appellant to deposit the money. 2. Validity of the Private Arrangement Between the Appellant and MGF Ltd.: The appellant contended that it had received the amount from MGF Ltd. under a private arrangement, which was outside the purview of the Company Petition pending before the Punjab and Haryana High Court. The Supreme Court rejected this argument, stating that the payment was not gratuitous but was intended to address the breach of the Court's orders. The Court emphasized that the payment was directly within the purview of the Company Petition and that the appellant could not retain the amount received under the private arrangement. 3. Alleged Fraudulent Preference by the Debtor Company to the Appellant: Respondent No. 1, M/s. Neelkamal Plastics Ltd., filed an application seeking a direction to restrain the Debtor Company from making any payment to any creditor in preference to the creditor making the application. The Supreme Court noted that the payment to the appellant was contrary to the direction of the Court and constituted an undue preference given to one creditor. The Court held that the appellant could not take advantage and retain the amount, and it directed the appellant to deposit the amount in court. 4. Role of Respondent No. 1 in Questioning the Payment Made to the Appellant: The appellant argued that respondent No. 1, having received over Rs. 13 lakhs from the Debtor Company, could not object to the appellant receiving its due. The Supreme Court dismissed this argument, stating that one wrong would not justify another. The Court also observed that the acceptance of payment by respondent No. 1 from the Debtor Company did not preclude it from bringing to the notice of the Court that the order dated 1-9-1999 had been obtained by suppressing material facts and playing fraud with the Court. Conclusion: The Supreme Court found no substance or merit in the appeal and dismissed it, affirming the order of the Punjab and Haryana High Court directing the appellant to deposit the amount of Rs. one crore in court. The Court emphasized that the proceedings for liquidation of a company under the Companies Act require the disposal of proceeds from the sale of the company's assets in accordance with the statutory scheme, and any private arrangement that contravenes this scheme cannot be upheld.
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