1968 (3) TMI 37 - HC - Companies Law

Summary

Issues Involved:
1. Whether the Chittoor District Co-operative Marketing Society Ltd. should be deemed a secured creditor.
2. Whether the payments made to the Society after the commencement of winding-up are refundable.
3. Whether the official liquidator's application for refund is barred by time.
4. Whether the official liquidator should have filed suits instead of making an application.
5. Whether the provisions of the Companies Act apply to co-operative societies.

Issue-wise Detailed Analysis:

1. Whether the Chittoor District Co-operative Marketing Society Ltd. should be deemed a secured creditor:
The Society claimed it should be treated as a secured creditor rather than an ordinary creditor. However, the official liquidator allowed the Society's claim as that of an ordinary creditor, leading to the Society's grievance. The Court did not find sufficient grounds to treat the Society as a secured creditor.

2. Whether the payments made to the Society after the commencement of winding-up are refundable:
The payments made to the Society after the commencement of the winding-up were deemed void under section 536(2) of the Companies Act. The Court held that any disposition of the company's property post-commencement of winding-up is void unless otherwise ordered by the court. The Society received Rs. 62,231.25 after the winding-up petition was presented, which must be refunded to the official liquidator.

3. Whether the official liquidator's application for refund is barred by time:
The Court determined that the official liquidator's application for the refund of the payments was not barred by time. The official liquidator's application was considered timely and maintainable.

4. Whether the official liquidator should have filed suits instead of making an application:
The Society contended that the official liquidator should have filed suits to recover the payments rather than making an application. However, the Court found that the application by the official liquidator was appropriate and maintainable under the circumstances.

5. Whether the provisions of the Companies Act apply to co-operative societies:
The Society argued that the provisions of the Companies Act, 1956, do not apply to co-operative societies based on Section 61 of the Madras Co-operative Societies Act, 1932, and Section 129 of the Andhra Pradesh Co-operative Societies Act, 1964. The official liquidator contended that these provisions should be understood in a limited sense and that excluding the Companies Act entirely would conflict with central legislation. The Division Bench clarified that the exclusion of the Companies Act was intended to apply to incorporation, regulation, and winding-up of societies, and did not extend to other matters such as liquidation proceedings of companies. Thus, the Companies Act's provisions were applicable to the Society in this context.

Conclusion:
The Court ordered the Chittoor District Co-operative Marketing Society Ltd. to refund Rs. 62,231.25 with interest to the official liquidator. The Society's application for validation of payments under section 536(2) was dismissed. The Court clarified that the Companies Act's provisions apply to the Society concerning the liquidation proceedings of the company, rejecting the Society's plea of exclusion under the Co-operative Societies Acts.