Injunction and undertaking do not create a secured creditor status; winding-up claims remain subject to sections 529 and 529A.
An injunction restraining alienation of company assets and an undertaking that assets would remain available to meet liability did not create a mortgage, charge, or lien in favour of the claimant, and no registered charge under section 125 of the Companies Act, 1956 was shown. The claimant was therefore not a secured creditor. In winding up, any claim had to be worked out within the statutory scheme under sections 529 and 529A, which preserves the pari passu rights of workmen and secured creditors. The claimant could not assert priority over those classes merely on the basis of the earlier court order or undertaking, and the claim remained subject to the Companies Act framework.
Issues: (i) Whether the order of the Supreme Court and the undertaking furnished in pursuance of it created a secured interest in favour of the appellant so as to make it a secured creditor of the company in liquidation; (ii) whether the appellant's claim could be asserted in priority to the claims of secured creditors and workmen in the winding up, or only in accordance with the statutory scheme under sections 529 and 529A of the Companies Act, 1956.
Issue (i): Whether the order of the Supreme Court and the undertaking furnished in pursuance of it created a secured interest in favour of the appellant so as to make it a secured creditor of the company in liquidation.
Analysis: The order relied upon by the appellant restrained disconnection of gas supply and recorded the undertaking that immovable assets would not be encumbered or alienated without leave of court and would be available to meet any liability that might ultimately arise. The Court held that this did not amount to creation of a mortgage, charge, or lien in favour of the appellant. No specific charge on the company's properties was shown to have been created, and no registration of any such charge under section 125 of the Companies Act, 1956 was established. The Court further held that a mere undertaking or injunction against alienation does not by itself convert the claimant into a secured creditor.
Conclusion: The appellant was not proved to be a secured creditor on the basis of the Supreme Court order or the undertaking.
Issue (ii): Whether the appellant's claim could be asserted in priority to the claims of secured creditors and workmen in the winding up, or only in accordance with the statutory scheme under sections 529 and 529A of the Companies Act, 1956.
Analysis: The Court held that, after the winding up order, the rights of creditors had to be worked out under the Companies Act framework. Sections 529 and 529A give overriding effect to the pari passu rights of workmen and secured creditors, and any claim of the appellant, even if treated as a preferential or decree-based claim, could not override that statutory scheme. The Court also relied on the later Supreme Court clarification that the earlier directions had to be read subject to sections 529 and 529A, and concluded that the appellant could not claim superiority over secured creditors or workmen.
Conclusion: The appellant's claim was subject to the statutory scheme under sections 529 and 529A and could not be enforced in priority to secured creditors and workmen.
Final Conclusion: The impugned order refusing immediate payment to the appellant was upheld, and the appellant was left to work out its claim in the winding up in accordance with the Companies Act.
Ratio Decidendi: An injunction or undertaking restraining alienation of company assets does not, without creation and registration of a charge, make the claimant a secured creditor; in winding up, claims must yield to the statutory pari passu scheme under sections 529 and 529A.
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