2005 (9) TMI 314 - HC - Companies Law

Purchaser not liable for pre-purchase property taxes in liquidation sale

The court ruled in favor of the petitioners, stating that the purchaser of property in a company's liquidation sale is not liable for property taxes ... Winding up - Powers of liquidator Issues:- Liability of the purchaser for property taxes before and after purchase in a company's liquidation sale.Analysis:Issue 1: Liability for Property Taxes Before PurchaseAfter a company's liquidation sale, the purchaser argued that they should only be liable for property taxes from the date of purchase onwards. The respondent corporation cited section 212 of the Mumbai Municipal Corporation Act, claiming a first charge on the property for taxes. However, legal precedence from various cases, including Syndicate Bank v. Official Liquidator, clarified that the State does not have preferential rights over secured creditors. The court emphasized that the respondent's preferential right is only over unsecured creditors if certain conditions are met under section 530(1)(a) of the Companies Act.Issue 2: Liability for Property Taxes After PurchaseThe court analyzed the nature of charges claimed by the respondents and the liability to pay debts before, during, and after a company's winding-up process. Referring to section 457 of the Companies Act, it was established that until the property is sold, all claims must be filed before the Liquidator. Precedent from Re Nolton Business Centres Ltd. clarified that liabilities before winding up must be proven during the liquidation process. The court confirmed that the petitioners were only liable for taxes from the date of purchase, as they had fulfilled bills served post-acquisition.Issue 3: Legal Precedence and InterpretationThe court referred to various legal cases, such as Rajratha Naranbhai Mills Co. Ltd. v. Sales Tax Officer and Municipal Corporation of Delhi v. Trigon Investment, to support its decision. It highlighted that under the Companies Act, orders of winding up benefit all creditors, and the Liquidator is responsible for selling company assets. The court emphasized that the respondent, as a creditor, needed to file claims with the Liquidator, and only amounts realized and available with the Official Liquidator would be payable to creditors.ConclusionThe court ruled in favor of the petitioners, stating that the purchaser of property from a Liquidator in a company's winding-up process is not liable for taxes accrued before the purchase. The respondents were directed to file their claims with the Official Liquidator for consideration according to the law. The judgment made the rule absolute in terms of the prayer clauses presented by the petitioners.