9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2014 (4) TMI 905 - SC - Companies LawWinding up - Overriding preferential payment - enforceable charge on the assets of the company in liquidation - Held that - appellant cannot claim that the order dated 15th April 1987 created an enforceable charge on the assets of the company in liquidation. We are of the opinion that the learned counsel for the respondents are quite right in their submissions that an injunction was issued only to ensure that the company in liquidation does not further encumber or create charges in favour of third parties over the assets of the company in liquidation. In our opinion neither the interim order dated 15th April 1987 nor the undertaking given pursuant thereto can be said to be a charge on the assets of the company in liquidation. In the face of the directions given by this Court in the case of Oil and Natural Gas (supra) wherein this Court had directed that the ONGC is at liberty to take immediate steps to recover the charges due from the respondents in the light of the judgment. This Court did not direct that in view of the undertaking dated 27th May 1987 the respondents have created enforceable charge in favour of ONGC. Furthermore it is a matter of record that even the ONGC did not consider itself to be a secured creditor. At the time when the Ambica Mills Co. Ltd. came under the jurisdiction of the Official Liquidator none of the two options adverted to earlier was exercised by ONGC. The plea of being a secured creditor is clearly an afterthought. Therefore in our opinion the judgments rendered by the learned Single Judge and the Division Bench of the Gujarat High Court do not call for any interference - Decided against appellant.
Issues Involved:
1. Validity and enforceability of the price fixation for natural gas supplied by ONGC. 2. The legal status of ONGC as a secured or unsecured creditor. 3. The applicability of Sections 529 and 529A of the Companies Act, 1956. 4. The impact of interim orders and undertakings on the creation of enforceable charges. Issue-wise Detailed Analysis: 1. Validity and enforceability of the price fixation for natural gas supplied by ONGC: The appellant, ONGC, supplied natural gas to industries in Vadodra under individual contracts. The original contract expired on 30th March 1979, and a new contract stipulated a price of Rs.504/- per unit. The Association of Natural Gas Consuming Industries of Gujarat filed a Special Civil Application, and the Gujarat High Court directed ONGC to continue supplying gas at the old rate of Rs.504/- per 1000 cubic meters. This was later modified to Rs.1000/- per 1000 cubic meters. The Supreme Court set aside the High Court's direction on price fixation, allowing ONGC to recover charges due from the respondents. 2. The legal status of ONGC as a secured or unsecured creditor: The Supreme Court examined whether ONGC could claim a preferential right based on orders and undertakings. The Court concluded that ONGC could not claim any preferential right on the basis of the order dated 17th October 1997. The interim order dated 15th April 1987 and the undertaking by Ambica Mills did not create an enforceable charge on the assets of the company in liquidation. The Court observed that the undertaking was not specific about any immovable assets, and thus, ONGC remained an unsecured creditor. 3. The applicability of Sections 529 and 529A of the Companies Act, 1956: The Court directed that the claims of ONGC must be worked out in accordance with Sections 529 and 529A of the Companies Act, which prioritize the claims of secured creditors and workmen. The Gujarat High Court had correctly concluded that ONGC could not claim a preferential right over the secured creditors and workmen. The Supreme Court affirmed that ONGC's claim would follow the claims of secured creditors and workmen under Sections 529 and 529A. 4. The impact of interim orders and undertakings on the creation of enforceable charges: The Supreme Court held that the interim order dated 15th April 1987 and the undertaking given by Ambica Mills did not create an enforceable charge. The order was merely an injunction to prevent further encumbrance of assets. The Court referenced the case of Indian Bank vs. Official Liquidator, Chemmeens Exports (P) Ltd., emphasizing that without registration under Section 125 of the Companies Act, the charge is void against the liquidator and creditors. The Court also distinguished the case from Praga Tools Ltd. vs. Official Liquidator, stating that no charge had been created in favor of ONGC by any court order. Conclusion: The Supreme Court dismissed the civil appeals, affirming the judgments of the Gujarat High Court. ONGC was deemed an unsecured creditor, and its claims were subject to the provisions of Sections 529 and 529A of the Companies Act. The interim orders and undertakings did not create an enforceable charge on the assets of the company in liquidation.
|
