Enforceable security over company assets requires clear intention and proper registration; unsupported mortgage claim was excluded from liquidation proceeds.

A mortgage or charge over company assets cannot be inferred without a clear intention to create security, and an alleged charge must also be created and registered in the prescribed manner to be enforceable. Here, the agreement and registered charge documents did not show that the immovable properties or plants and machinery were covered, so no enforceable security interest arose. The secured creditor was therefore excluded from participating pari passu in the proceeds realised by the Official Liquidator, and the liquidation fund was to be distributed according to the categories already identified.

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Issues: Whether the secured creditor had established a mortgage or charge over the immovable properties and plants and machineries of the company in liquidation so as to participate pari passu in the proceeds realised by the Official Liquidator.

Analysis: The agreement relied upon did not disclose any clear intention to create a mortgage or charge over the immovable properties or the plants and machineries. The registered charge documents also did not indicate that such properties were covered. Under the statutory scheme governing registration of charges, a charge must be supported by the prescribed instrument and filed in the manner required for registration. In the absence of an express intention to create the alleged security, neither a mortgage under the property law nor a charge in the sense contemplated by the law of charges could be inferred.

Conclusion: The secured creditor failed to establish any enforceable mortgage or charge over the relevant properties, and its claim was rightly excluded from the distribution of the proceeds realised from those assets.

Final Conclusion: The objection to the Official Liquidator's adjudication failed, and the liquidation fund was directed to be distributed in accordance with the categories already indicated by the Official Liquidator.

Ratio Decidendi: A mortgage or charge over company assets cannot be inferred in the absence of a clear intention to create such security, and an alleged charge not created and registered in the prescribed manner is not enforceable against the Official Liquidator.

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