2015 (10) TMI 758 - HC - Companies Law

Payment of License Fees post Winding Up Appellant demands from Official Liquidator to vacate and/or shift goods and materials of the Respondent Payment of arrears of License fees is also sought till the possession of the premises OL of the Respondent contends that he may either dispose of the movables by public auction or shift the furniture, fixtures and records lying within the premises to another property of the Company Respondent opposes the Applicant s prayer for payment of arrears of Licence fees stating that the Applicant is in the position of an unsecured creditor and cannot get any priority in payment. Held That - Applicant is entitled to preferential payment which comes under liquidation expenses - Official Liquidator is permitted to shift the furniture, fixtures and records lying in the premises - Handing over vacant and peaceful possession of the premises to the Applicant is directed Payment of the licence fees to the Applicant till the date of handing over possession of the premises after adjusting the security deposit held by the Applicant is ordered Decided in favour of the Applicant.

Summary

Issues:
1. Direction to Official Liquidator to vacate and shift goods from premises.
2. Payment of arrears of license fees to the Applicant.

Analysis:
1. The Company Application sought a direction for the Official Liquidator to vacate and shift goods from the premises owned by the Applicant. The Applicant had entered into a leave and license agreement with the Respondent Company, where the Respondent kept a security deposit with the Applicant. The Official Liquidator proposed either public auction of movables or shifting them to another property of the Company. The key issue was the payment of license fees to the Applicant. The Applicant claimed arrears of license fees, while the petitioning creditor argued that the Applicant, as an unpaid licensor, is akin to an unsecured creditor. The Supreme Court and Delhi High Court judgments were cited to support the opposing views on the priority of payment.

2. The judgment clarified that the Applicant could adjust the security deposit against unpaid license fees for the period before the winding-up order. However, for the period after the winding-up order, if the premises were used for beneficial winding up, the license fees would be treated as liquidation expenses with a higher priority. In this case, the premises were utilized for beneficial winding up, making the license fees payable as expenses of winding up. The judgment referenced legal provisions and previous court decisions to support the prioritization of payment for post-winding up period arrears.

3. The judgment highlighted that the Applicant was entitled to preferential payment for the post-winding up period, allowing the retention of the security deposit to adjust against arrears. The decision also addressed the contention regarding the security deposit, emphasizing the right of the landlord to adjust outstanding rent from the security deposit, regardless of the period for which the arrears arose. Ultimately, the judgment allowed the Company Application, permitting the Official Liquidator to shift the movables, hand over possession of the premises to the Applicant, and pay the license fees for the specified period after adjusting the security deposit.

In conclusion, the judgment resolved the issues by clarifying the priority of payment for license fees post-winding up, emphasizing the treatment of such fees as liquidation expenses in cases of beneficial winding up. The decision provided a comprehensive analysis based on legal provisions, precedents, and the specific circumstances of the case, ultimately granting the relief sought in the Company Application.