1956 (4) TMI 22 - HC - Companies Law

Summary

Issues Involved:
1. Validity and continuation of old agreements between the Tramway Company and the Madras Electric Supply Corporation after the State of Madras took over.
2. Liability of the Tramway Company to pay enhanced charges imposed by the State.
3. Estoppel against the Tramway Company from questioning new rates.
4. Entitlement of the State to charge separately for each supply point.
5. Right of the State to claim a first charge and priority over the assets of the Tramway Company.
6. Validity of floating charges over the Tramway Company's assets.
7. Set-off of decrees between the State and the Tramway Company.
8. Reservation of the State's right to agitate priority of its dues in liquidation proceedings.

Detailed Analysis:

1. Validity and Continuation of Old Agreements:
The court held that the agreements between the Tramway Company and the Madras Electric Supply Corporation remained in force even after the State of Madras took over the supply corporation. The State was considered a "successor" and "assignee" of the corporation, bound by the existing contracts until they were validly terminated. The State did not terminate the old agreements but directed the execution of a fresh agreement, which was never completed due to disputes over new rates and terms.

2. Liability to Pay Enhanced Charges:
The court found that the Tramway Company was not liable to pay the enhanced charges imposed by the State. The old agreements governed the rights and liabilities, and the Tramway Company was only liable to pay the rates specified in those agreements. The State could not unilaterally impose new terms and rates through a government order without the Tramway Company's consent.

3. Estoppel Against Questioning New Rates:
The court rejected the State's contention that the Tramway Company was estopped from questioning the new rates. Estoppel could not be based on mere intentions or promises regarding the future. The Tramway Company's payments under protest and its consistent contention that the old agreements were still in force negated any estoppel.

4. Separate Charging for Each Supply Point:
The court held that the State was not entitled to bill the Tramway Company separately for each supply point and then work out the tapering charges. The agreements provided for consolidated billing, and the State was bound by these terms.

5. First Charge and Priority Over Assets:
The court found that the State was not entitled to a first charge or priority over the assets of the Tramway Company. The State's claim was a mercantile debt, not a tax or cess, and thus ranked as an unsecured creditor. The debenture holders had a valid floating charge over the company's assets, which crystallized when the receiver took possession.

6. Validity of Floating Charges:
The court recognized the validity of floating charges over the Tramway Company's assets, including after-acquired properties, provided they were registered under the Registration Act and the Companies Act. The floating charge crystallized upon the receiver's intervention, giving the debenture holders priority over unsecured creditors.

7. Set-off of Decrees:
The court allowed the set-off of the decree amounts between the State and the Tramway Company. The amount decreed to the Tramway Company in C.S. No. 191 of 1952 could be set off against the amount decreed to the State in C.S. No. 368 of 1953, ensuring equitable adjustment of claims.

8. Reservation of Rights in Liquidation Proceedings:
The court reserved the State's right to agitate the priority of its dues over other unsecured creditors in the liquidation proceedings. The issue of priority under section 230 of the Companies Act and the question of fraudulent preference under section 231 were left open for determination by the official liquidator and the court handling the liquidation.

Conclusion:
The court confirmed the decrees of Balakrishna Aiyar J. with modifications. It upheld the validity of the old agreements and the Tramway Company's liability under those terms, rejected the enhanced charges by the State, recognized the floating charge of the debenture holders, and allowed the set-off of decrees. The State's rights to agitate priority and fraudulent preference were reserved for future proceedings.