2004 (12) TMI 702 - HC - Indian Laws

Summary

Issues Involved:
1. Rights of landlords to reclaim leased premises during liquidation.
2. Adjustment of security deposits against outstanding dues.
3. Priority of payment to landlords for outstanding rent and other charges.
4. Legal implications of security deposits in liquidation.

Detailed Analysis:

1. Rights of landlords to reclaim leased premises during liquidation:
The court recognized a common scenario in liquidation proceedings where landlords seek to reclaim premises leased to companies in liquidation. It is noted that landlords naturally want their premises back as they stop receiving rent once the company is in liquidation. The court emphasized that it is not in public interest or beneficial for the creditors to keep such premises locked and unused. The judgment referenced the Supreme Court case of Ravindra Ishwardas Sethna and Another Vs. Official Liquidator, High Court, Bombay, which held that the Liquidator should surrender the premises to the landlord if they are not needed for liquidation purposes.

2. Adjustment of security deposits against outstanding dues:
The court addressed the issue of whether landlords can adjust security deposits against outstanding dues such as rent, electricity, and water charges. It was noted that landlords claim the right to adjust these dues from the security deposit and refund only the balance, if any. The Official Liquidator (O.L.) argued that the security deposit belongs to the company in liquidation and should be remitted to the O.L., with landlords lodging their claims as unsecured creditors. The court referred to various judgments, including Smt. Mohan Pyari Sethi and others Vs. Official Liquidator, which supported the landlords' right to adjust arrears of rent against the security deposit.

3. Priority of payment to landlords for outstanding rent and other charges:
The court highlighted that for payment of outstanding rent, landlords would be treated as ordinary creditors and paid after preferential creditors as per Sections 529, 529A, and 530 of the Companies Act. The Supreme Court case of The Official Liquidators, U.P. Union Bank Ltd. (In Liquidation) Vs. Sh. Rameshwar Nath Agarwal was cited, which held that rent accruing after the winding-up order should be claimed as part of the liquidation expenses only if the property was used for liquidation purposes. Otherwise, landlords would be ordinary creditors.

4. Legal implications of security deposits in liquidation:
The court concluded that landlords have the right to set off arrears of rent against the security deposit lying with them. This right exists even if the rent is due for the period after the winding-up order. The court emphasized that the purpose of the security deposit is to secure the landlord against non-payment of rent and other charges. Therefore, landlords can adjust these dues from the deposit without lodging claims with the O.L. However, if the security deposit is insufficient to cover the dues, landlords can claim the balance as unsecured creditors.

Conclusion:
The court directed that landlords need not remit security deposits to the O.L. at the time of vacating the premises. Landlords who had deposited amounts in court at the time of taking possession were entitled to refunds. The O.L. was instructed to hand over possession to landlords without insisting on the deposit of security amounts. The applications were disposed of with these directions.