LexOILAND NATURAL GAS CORPORATION LTD. versus OFFICIAL LIQUIDATOR OF M/S.AMBICA MILLS COMPANY LTD. & ORS
Open in Lexace · Ask the AI about this caseJudgment (excerpt)
[2014] 14 S.C.R. 343
OILAND NATURAL GAS CORPORATION LTD.
A
v.
OFFICIAL LIQUIDATOR OF M/S.AMBICA MILLS
COMPANY LTD. & ORS.
(Civil Appeal No. 1746 of 2006)
APRIL 17, 2014 .
{SURINDER SH~GH NIJJAR AND A. K. SIKRI, JJ.]
Companies Act, 1956:
ss. 529 and 529A rlw s. 125 - Interim order dated
15.4.1987 passed by Supreme Court directing ONGC to
supply gas to respondent-company at the stated rate subject
B
c
to an undertaking that respondent would not charge,
encumber or alienate its immovable assets - Subsequently,
D
company wound up - Application by appellant Corporation
in company petition for payments of its outstanding dues as
secured creditor on the strength of order dated 15.4. 1987 -
Rejecte(i by Company Judge as well as Division Bench of
High Court- Held:.Order dated 15.4.1987 was only in the E
nature of restraint on the Company in liquidation not to further
encumber any of its assets -
It did not have the effect of
creating a charge -A perusal of the undertaking shows that
the Company has not identified any particular immovable
assets which would be made available in discharging the
F
liabilities in favour of appellant -
Therefore, it cannot be
said that interim order read with undertaking expressed an
intention to create an enforceable charge of any particular
asset of company in liquidation- No charge was created in
favour of ONGC by any of orders passed by the Court.
G
The respondent-company was recipient of gas
SL1pply from the appellant Corporation. In an appeal
arising 0L1t of a diSpL1te regarding Sllpply of gas, the
343
H
344
SUPREME COURT REPORTS
[2014] 14 S.C.R.
A ·supreme Coilrt passed an interim order dated 15.4.1987
directing that the respondent would be supplied gas at
the rate of Rs. 1000/- per 1000 cubic metres subject to
an undertaking.that~he respondent would ncit charge,
encumber or alienate, except with the leave of the Court,
B any of its immovable assets. Subsequently, Company
Petition No. 121 of 1995 was filed and by order dated
17.01.1997, the High Court ordered winding up of the
respondent-company. The appellant Corporation moved
Applic.ation No. 445 of 2000 in Comp~ny Petition No. 121
c of 1995 seeking directions that outstanding amounts of
the Corporation be paid by the Company in liquidation.
Further an injunction was sought restraining the
respondent-company from creating any charge
alienation and discharging of its immovable assets. The
o application was rejected by the single Judge and
appellant's appeal was dismissed by the Division Bench
of the High Court.
In the instant appeals, it was, inter alia, contended
for the appellant that the High Court erred in holding that
E no security was created in favour of the appellant on the
basis ofthe interim order passed by the Supreme Court
on 15.4.1987 and the undertaking furnished by the
company in liquidation pursuant to the said order .
F
. Dismissing the appeals, the Court
HELD :_ 1.1 Clearly the appellant is only entitled to
recover the dues at par with other unsecured creditors.
It cannot claim that the order dated 15.4.1987 created an
enforceable· charge on the assets of the company in
G liquidation. The said order was only in the nature of
restraint on the Company in liquidation not to further
encumber any of its assets.' It did not have the.effect of
creating a charge. [Para 20-21][355-A-B; 358-A-B]
H
ONGC v. OFFICIAL LIQUIDATOR OF M/S. AM BICA MILLS
345
COMPANY LTD.
Indian Bank vs. Official Liquidator, Chemmeens
A
Exports (P) Ltd. & Ors, 1998 (5) SCC 401 : 1998
(3) SCR 255- relied on.
J.K. (Bombay) (P) Ltd. Vs. New Kaiser-I-Hind
· Spinning and Weaving Co. Ltd. 1969 (2) SCR 866
-held inapplicable.
B
1.2 A reading of the order dated 15.-4-1987 clearly
shows that it firstly gives the direction to the ONGC to
continue the supply of gas at the rate of Rs.1000/- for
1000 cubic meter. Such a di.rection would be c
implemented only upon an undertaking given by the
respondents that they will not charge encumber or
alienate any asset except with the leave of this Court. A
further direction was that the immoveable assets
included in the respective undertaking will be made 0
available for discharging the respective liabilities of the
respondent company. A perusal of the undertaking
shows that the Company has not identified any particular
immovable assets which would be made available in
discharging the liabilities in favour of the appellant. E
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