JUDGMENT Latifur Rahman, J. - This appeal arises out of a suit for the recovery of a certain sum of money due by the Defendants, the Steel Construction Company, Ltd. The facts briefly are these:--The Plaintiff was a share-holder of the Company. He was also the Managing Director for a certain period. Further he rendered services to the Company as an Engineer. It appears that on the 23rd September, 1932, the Defendant Company was wound up, and under the orders of this Court Mr. Ranjit Roy, a Chartered Accountant, was appointed the Official Liquidator. The latter took charge of the affairs of the Company in the beginning of December, 1932, and continued to function as such until the 1st May, 1933. On that date under an order of this Court a reconstruction scheme was sanctioned and in pursuance thereof, the liquidator Mr. Roy delivered possession of the affairs of the Company in November, 1933, to a Board of Directors, consisting of the Plaintiff and four others. Thereafter the work of the Company was carried on under the direction of this Board till May, 1934. On the 5th May, 1934, the said reconstruction scheme was revoked by an order of this Court, and the liquidator again took charge of the affairs of the Company on the 8th June, 1934. 2. The Plaintiff's case was that he worked as an Engineer in the Power House of the Company, and in respect of certain construction works from December, 1932 to 5th June, 1934, and that he was promised a remuneration of Rs. 100 per month. In a letter written by him to the Liquidator on the 1st October, 1934, the Plaintiff claimed the sum of Rs. 1,800 as remuneration for 18 months. The liquidator promised to consider the claim and registered it. Thereafter from June, 1934, the Plaintiff worked as an Engineer of the Power House only, under the direction of the Liquidator on a remuneration of Rs. 50 per month until November, 1933, when his services were dispensed with. The Plaintiff has received his salary at Rs. 50 per month from June to November, 1934. His claim for Rs. Thereafter from June, 1934, the Plaintiff worked as an Engineer of the Power House only, under the direction of the Liquidator on a remuneration of Rs. 50 per month until November, 1933, when his services were dispensed with. The Plaintiff has received his salary at Rs. 50 per month from June to November, 1934. His claim for Rs. 1,800 was still under consideration, when a second reconstruction scheme was approved of by this Court on the 15th June, 1936, in pursuance of which the liquidator delivered possession of the affairs of the Company to a reconstituted Board of Directors on the 23rd September, 1936. The Plaintiff was not a Director of this Board. According to him the said Board was hostile to him. The Board disallowed the Plaintiff's claim for remuneration of Rs. 1,800 and wrote to him accordingly on the 25th June, 1937. 3. The Plaintiff further claimed a sum of Rs. 1,750 as an advance made to the Defendant Company in the following circumstances. When the first reconstruction scheme was sanctioned on the 1st May, 1933, there was a condition precedent that the sum of Rs. 7,000 should be paid by the Company for meeting the costs of the liquidation, including the costs of the General Meeting as well as the remuneration of the liquidator. As the assets of the Company were insufficient to enable it to deposit Rs. 7,000, the Plaintiff and another Director Mr. S. C. Das together advanced the sum of Rs. 4,445 from their own funds. When the liquidator took charge again on the 8th June, 1934, Mr. S. C. Das was paid in full out of the assets of the Company, but the sum of Rs. 1,750 remained outstanding out of the dues to the Plaintiff. He wrote to the liquidator on the 27th September, 1934, claiming the said sum and repeated the same on the 7th October, 1936, in pursuance of a notice issued by the Board on the 30th September, 1936. The Board made a reference in terms of cl. (14) of the second reconstruction scheme in respect of the Plaintiff's claim and the liquidator made an award on the 22nd June, 1937, allowing the claim of Rs. 1,750. 4. Subsequently, it appears that the Board treated this sum of Rs. The Board made a reference in terms of cl. (14) of the second reconstruction scheme in respect of the Plaintiff's claim and the liquidator made an award on the 22nd June, 1937, allowing the claim of Rs. 1,750. 4. Subsequently, it appears that the Board treated this sum of Rs. 1,750 as an ordinary claim and in terms of the second scheme of reconstruction deposited of the amount in Court and fully paid-up share scrips for the remaining 3/4 of that value. The deposit which was made in Court on the 25th June, 1937, was occasioned by the fact that a certain Company in an execution case against the Plaintiff attached the dues of the Plaintiff from the Steel Construction Company Ltd. The Plaintiff did not accept the Share Scrips as he maintained that his claim of Rs. 1,750 was a preferential claim to be paid in full in cash only. 5. In the suit which the Plaintiff instituted, he claimed Rs. 1,312-8 with interest at 6 per cent, per annum and the sum of Rs. 1,800 as remuneration treating both the items as preferential claims. 6. So far as the claim of Rs. 1,750 was concerned, the amount was not disputed and the only contention of the Defendant Company was that it was awarded by the arbitrator not as a preferential claim but as an ordinary claim. 7. With regard to the claim of Rs. 1,800 as remuneration the Defendant Company contended that a reference under cl. (14) of the Second Scheme was made to the arbitrator who rejected the same and no suit was maintainable in a Civil Court for that amount. Further that the liquidator never made any express or implied promise for any remuneration to the Plaintiff and the first reconstituted Board made no resolution for paying any remuneration to the Plaintiff during the period that he worked under it. 8. The Court of first instance decreed the suit in full. As regards the sum of Rs. 1,750 it allowed the same as a preferential claim. In respect of the claim of Rs. 1,800 as remuneration the Court found that no reference was actually made by the Second Reconstituted Board and so the suit was not barred in terms of the Second Scheme, Further the Court found that the First Reconstituted Board passed a resolution to pay Rs. In respect of the claim of Rs. 1,800 as remuneration the Court found that no reference was actually made by the Second Reconstituted Board and so the suit was not barred in terms of the Second Scheme, Further the Court found that the First Reconstituted Board passed a resolution to pay Rs. 100 per month to the Plaintiff from December, 1932 to May, 1934, and decreed the amount as a preferential claim. 9. With regard to the sum of Rs. 1,750 the Lower Appellate Court has affirmed the decision of the trial Court. As to the claim of Rs. 1,800 for remuneration it has found that there was no implied contract for paying remuneration and no legal and valid resolution of the Board of Directors authorising such payment and it allowed the appeal in part. 10. From this decision the present appeal has been preferred with a cross-objection by the Plaintiff. 11. In respect of the sum of Rs. 1,750 the main contention of the Appellant was that (1) the said sum was a loan to the Company and could not be treated as a preferential claim within the meaning of sec. 230 of the Indian Companies Act; (2) the creditor was not to look to the user, i.e., how the money was to be utilised, (3) all creditors were bound by the Second Scheme in which there was no provision as to how the loan of Rs. 7,000 was to be raised; (4) that the arbitrator did not allow Rs. 1,750 as a preferential claim and even if he did so, he had no power under cl. (14) of the said Scheme. 12. These points were argued at length before us. Sec. 230 (1) and (3) provide that in a winding up there shall be paid in priority to all other debts such sums as may be necessary for the costs and expenses of the winding up. Cl. (1) of the First Scheme provides as follows: On the cost of the liquidation, the petitioning creditors' costs, the cost of convening the meeting of the creditors and share-holders for approving the scheme and the application for confirming the scheme if accepted and the liquidator's remuneration which has been estimated to come up to Rs. 7,000 being in the first instance, the winding up will be stayed and the liquidator will be discharged. Cl. 7,000 being in the first instance, the winding up will be stayed and the liquidator will be discharged. Cl. (14) of the Second Scheme provides follows: The amount due to the respective creditors and the debts due from the debtors shall be ascertained by the Company but in case of any difference it will be referred to Mr. R. Roy whose decision shall be final. 13. Though there were two Schemes sanctioned it appears that the liquidation continued, being temporarily suspended for a brief period. This being so both the schemes have to be construed together. There is a clear provision in cl. (1) of the First Scheme that the costs and expenses of the liquidation amounting to Rs. 7,000 were to be paid in the first instance. As the Company had insufficient funds it had to borrow from the Plaintiff and another Director to make up that amount. The claim of the other Director who advanced money was apparently given priority and he was paid in full. In view 0 these circumstances, we do not see how it can reasonably be contended that the Plaintiff whose loan was advanced for the purpose of meeting the liquidation expenses should not have priority over all other debts. Simply because the Plaintiff as a creditor was not to look to the user, i.e., how the money lent by him was to be utilised, is an argument which is not tenable. 14. In view of the provisions of sec. 230 of the Indian Companies Act, and having regard to the fact that the First Scheme clearly provided for the payment of costs and expenses of the liquidation in the first instance, it follows that a loan advanced to the Company for the purposes of defraying the costs and expenses of the liquidation should have priority over all other debts. 15. There appears to be no substance in the further contention on behalf of the Appellant that in terms of cl. (14) of the Second Scheme Mr. R. Roy had no power to allow the Plaintiff's claim as a preferential claim. The provisions of the said clause clearly indicates that Mr. Roy's decision was final. 16. In our opinion the concurrent decision of the Courts below in respect of the sum of Rs. 1,750 is correct and we affirm it. 17. On behalf of the Respondent it was contended by Dr. The provisions of the said clause clearly indicates that Mr. Roy's decision was final. 16. In our opinion the concurrent decision of the Courts below in respect of the sum of Rs. 1,750 is correct and we affirm it. 17. On behalf of the Respondent it was contended by Dr. Sen Gupta in respect of the sum of Rs. 1,800 claimed as remuneration, that as the Plaintiff was promised remuneration and as he actually did work, he was entitled to some remuneration on the basis of "quantum meruit." It appears that the Plaintiffs case was based on a contract and "quantum meruit" was not pleaded in the plaint, besides no such ground was taken in the Respondent's cross-objection. Moreover the Lower Appellate Court has concluded it by a finding of fact that the Plaintiff is not entitled to any such remuneration. The decision is correct and we affirm it. The result is that this appeal is dismissed with costs. The cross-objection is also dismissed with costs. Edgley, J. I agree.