Judgment :- 1. I think the Liquidator was right in rejecting the State Government's claim to priority for its debts otherwise than under S.530 (1) (a) of the Companies Act and that this appeal against that rejection, by application made under S.460 (6) of the Act read with R.164 of the Companies (Court) Rules, must likewise be rejected. 2. The claim is based on S.64 (1) (a) of the (Kerala) Insolvency Act (S. 61 (1) (a) of the Provincial Insolvency Act) which it is said is attracted by S.529 (1) of the Companies Act this company, it is not disputed, is an insolvent company. Some mention has also been made of the common law rule of priority for crown debts. 3. The Companies Act, by S.530, enacts its own scheme of priority. On its wording, this section is equally applicable to an insolvent as to a solvent company. Sub-section (5) of the section makes express and exclusive provision for an insolvent company and that scotches any attempt at the argument that S.530 being a general provision must yield, so far as insolvent companies are Concerned, to the special provision in S.64 of the Insolvency Act as attracted by S.529 of the Companies Act. Now, it will be noticed that, while S.64 (1) (a) of the Insolvency Act gives priority to all debts doe to Government, S.530 (1) (a) of the Companies Act gives priority only to revenues, taxes, cesses and rates due to Government and having become due and payable within the twelve months next before the relevant date. The remaining classes of debts specified in clauses (b) to (g) of S.530 (1) rank equally with the debts specified in clause (a) so that it follows, on the terms of the section, that other debts due to Government can come in only after the debts specified in clauses (b) to (g). The remaining classes of debts specified in clauses (b) to (g) of S.530 (1) rank equally with the debts specified in clause (a) so that it follows, on the terms of the section, that other debts due to Government can come in only after the debts specified in clauses (b) to (g). S.511 of the Companies Act says that, subject to the provisions of the Act as to preferential payments, the assets of a company shall, on its winding up, be applied in satisfaction of its liabilities pari passu, and, although this section appears in Chapter III of Part VII of the Act dealing with a voluntary winding up, under the heading "Provisions applicable to every voluntary winding up" instead of, as it should in Chapter IT which is headed "Provisions applicable to every mode of winding up", it is well settled that the provision therein is vital to every mode of winding-up See S.425 (2) and G. G. in Council v. S. S. Mills AIR. 1946 F. C. 16. That being so it would appear that, subject to the provisions of the Companies Act as to preferential payments, there has to be a pari passu distribution of the assets of the company in satisfaction of its other liabilities. That at once rules out the application of the common law rule of crown priority see Food Controller v. Cork (1923) A. C. 647 and G. G. in Council v. S. S. Mills AIR. 1946 F. C. 16. It would rule out also the application of S.64 of the Insolvency Act unless it be that that is a provision of the Companies Act as to preferential payments, a provision incorporated by means of S.529. And then the question might well be asked why a statute which makes seemingly self-contained and comprehensive provision regarding priority should, with regard to some debts included within its scope as also debts not so included (though others belonging to the same class of creditors are), seek to attract the provisions of another statute. If special treatment were required for the excluded debts when due from an insolvent company, one would expect that to be accorded by the statute itself, namely the Companies Act, S.530. Moreover, as we shall presently see, the rules of priority in S.64(1) of the Insolvency Act are inconsistent with those in S.530 (1) of the Companies Act. If special treatment were required for the excluded debts when due from an insolvent company, one would expect that to be accorded by the statute itself, namely the Companies Act, S.530. Moreover, as we shall presently see, the rules of priority in S.64(1) of the Insolvency Act are inconsistent with those in S.530 (1) of the Companies Act. The two cannot stand together and it should follow that it could never have been the intention of the Companies Act that the inconsistent rules in S.64 of the Insolvency Act should be applied. 4. As we have already seen, while S.64 (1) (a) of the Insolvency Act gives priority to all debts due to Government, S.530 (1) (a) of the Companies Act gives priority only to a very limited class of such debts. The class of debts included in clause (b) of S.530 (1) of the Companies Act is, despite the restriction in subsection (2) of that section, much larger than the class given priority under S.64 (1) (b) of the Insolvency Act. And the classes of debts specified in clauses (c) to (g) of S.530 (1) of the Companies Act find no place at all in S.64 (1) of the Insolvency Act. The result is that certain classes of debts which are included in S.64(1) of the Insolvency Act are not included in S.530(1) of the Companies Act. And vice versa. But both sections require that the debts specified in them shall be paid in priority to all other debts. This means that, according to S.64 (1) of the Insolvency Act, the debts included in that provision must have priority over debts not so included even if they are included in S.530 (1) of the Companies Act. And vice versa. It is clear that the two sections cannot stand together; and if, in truth, the effect of S.529 of the Companies Act is to attract S.64 of the Insolvency Act we shall have to choose between the one provision and the other. And the choice must fall on the special statute providing for the particular subject and which applies in its own right, namely, the Companies Act, S.530(1) rather than on the general rule of another statute adopted by incorporation, namely, S.64(1) of the Insolvency Act see Craies on Statute Law, 6th Edition, page 223 and In the matter of the N. Bengal Co. Ltd., 41 CWN. 458. Ltd., 41 CWN. 458. Cases where provisions of different laws, not mutually inconsistent, have been cumulatively applied to the same subject-matter have no bearing on the question. 5. Our Companies Act is, generally speaking, a copy of the English Act of 1948, and, in particular, the provisions which we are now considering, namely, S.528, 529, and 530 are a faithful copy of S.316, 317 and 319 of the English Act. The scheme of priorities enacted in S.319 of the English Act is the very same as that enacted in S.33 of the (English) Bankruptcy Act, 1914. And, if the effect of S.317 of the English Act, which is the same as our S.529, were to attract the provisions of S.33 of the Bankruptcy Act, you reach the surprising result that the English Act thought it necessary to attract the provisions of another statute for making exactly the same provision as that Act itself was making. So far as our Act is concerned the result would be not merely surprising. It would be impossible, for, as we have seen, it would be to attract, not the identical provisions of another statute as under the English Act, but to attract the repugnant provisions of another statute. 6. For the foregoing reasons it seems to me abundantly clear that it could not possibly have been the intention of S.529(1) of the Companies Act to attract the provisions of S.64 of the Insolvency Act, and I shall now proceed to consider whether, on a construction of the words used in that section, such a result is inevitable. I do not think it is. Indeed, it seems to me, that the more natural construction of the words used would lead to the conclusion that the provisions of S.64 of the Insolvency Act are not attracted. Now, what S.529(1) says is that, in the winding up of an insolvent company, the same rules (which of course means the same principles, not the same statutory rules) shall prevail and be observed with regard to the matters specified in the three clauses of that sub-section as are in force under the insolvency law. The clauses relevant for our present purpose are clauses (a) and (c). The clauses relevant for our present purpose are clauses (a) and (c). Both clauses, it seems to me, are capable of a narrower and a wider meaning, a narrower meaning which would not have the effect of attracting S.64 of the Insolvency Act and wider meaning which would have that effect. As I have already indicated, the narrower seems to me the natural meaning and there can be no doubt whatsoever that while the narrower meaning would make S.529(1) consistent with S.530(1) of the Act, the wider meaning would bring it into conflict with that section. 7. What clause (a) says is that the principles of the law of insolvency shall prevail and be observed with regard to debts provable. Now the narrower meaning of this clause would be that those principles shall prevail with regard to what debts are provable, whereas the wider meaning would be that they shall prevail with regard to all provable debts. The wider meaning would attract all the rules of insolvency with regard to such debts including the rules of priority. But the narrower meaning would attract only those rules which specify what debts are provable. In the context of the Companies Act, especially having regard to the provisions of S.528 and 530, I have little doubt that the narrower meaning is the true meaning of clause (a) of S.529(1). What S.528 says is that debts of all descriptions shall be admitted to proof subject, in the case of insolvent companies, to the application in accordance with the provisions of the Companies Act of the law of insolvency. This subjection is in the nature of a proviso and, it is the content of this proviso that is defined in S.529(1) (a) which is the section of the Companies Act which provides for the application of the law of insolvency in the case of insolvent companies. While under S.528 of the Companies Act, debts of all descriptions are to be admitted to proof, under S.35 of the Insolvency Act (S. 34 of the Provincial Insolvency Act) debts of the kind specified in sub-section (1) of the section are not to be so admitted. While under S.528 of the Companies Act, debts of all descriptions are to be admitted to proof, under S.35 of the Insolvency Act (S. 34 of the Provincial Insolvency Act) debts of the kind specified in sub-section (1) of the section are not to be so admitted. This provision of the Insolvency Act is attracted by S.529(1)(a) and it constitutes, as I have said, a proviso to S.528 so that on a true construction, the scope and content of S.529 (1) (a) is no more than the scope and content of S.528 to which it serves as a proviso, namely, what debts are to be admitted to proof. And, as I have already remarked, it would be surprising if the Companies Act, which by S.530 enacts a seemingly self-contained and comprehensive scheme of priority, should seek to attract the entirely inconsistent scheme of priority in S.64 of the Insolvency Act by the use of the phrase, "with regard to debts provable" in S.529(1). 8. In Whitaker. In re. Whitaker v. Palmer (1901) 1 Ch. 9 Rigby and Romer L. JJ. construing the similar language of S.10 of the Judicature Act, 1875, assigned the wider meaning to the similar phrase, "as to debts and liabilities provable." They thought that it meant that all the rules for the time being in force in the Court of Bankruptcy with regard to debts and liabilities provable shall apply in the administration of the estate of a deceased insolvent which (along with the administration of an insolvent company in winding up) was what S.10 of the Judicature Act provided for. But the judgments of their Lordships indicate that the words are capable also of the narrower meaning I have assigned to them. Indeed, it must be on this narrower meaning that Lindley and A. L. Smith L. JJ. proceeded in In re Lang Tran v. Emmerson (1895) 1 Ch. 652 although Lindley Q. went on to observe that it was settled by the decisions that the phrase, "as to debts and liabilities provable" in S.10 of the Judicature Act was wide enough to include all rules as to priorities applicable in the event of bankruptcy. proceeded in In re Lang Tran v. Emmerson (1895) 1 Ch. 652 although Lindley Q. went on to observe that it was settled by the decisions that the phrase, "as to debts and liabilities provable" in S.10 of the Judicature Act was wide enough to include all rules as to priorities applicable in the event of bankruptcy. But, as I have said, the decision itself proceeded on the footing that, under S.3 of the Married Women's Property Act, 1882, the wife of a bankrupt had no provable debt in bankruptcy in respect of any money lent by her for his business until her husband's other creditors were paid. "In other words, in bankruptcy she has no provable debt until her husband's other creditors are paid" is what Lindley L. J. said see page 655 of the report. The rule in bankruptcy enacted by S.3 of the Married Women's Property Act was thus a rule regarding what debts were provable rather than a rule enacting priorities, and is attracted by the narrower meaning which I have assigned to the words, "with regard to debts provable". 9. Clause (c) of sub-section (1) of S.529 is likewise capable of a narrower and a wider meaning. The words, "the respective rights of secured and unsecured creditors" can mean merely the rights of the class of secured creditors on the one hand as against the class of unsecured creditors on the other, or, it can include also the rights of secured creditors inter se and of unsecured creditors inter se. The former, narrower, meaning would not attract the rule of priorities as between creditors while the latter, wider, meaning would. I am unaware of any provision of the insolvency law which regulates the rights of secured creditors inter se. I asked counsel whether there was any such provision they were unable to bring any to my notice. There are provisions in the insolvency law regulating the rights as between the class of secured creditors on the one hand and the class of unsecured creditors on the other, and, therefore, I should think that the meaning to be assigned to clause (c) of sub-section (1) of S.529 is the narrower meaning that I have assigned to it. There are provisions in the insolvency law regulating the rights as between the class of secured creditors on the one hand and the class of unsecured creditors on the other, and, therefore, I should think that the meaning to be assigned to clause (c) of sub-section (1) of S.529 is the narrower meaning that I have assigned to it. This narrower meaning was the meaning assigned to the words, "the respective rights of secured and unsecured creditors" by Fry J. in In re Maggi Winehouse v. Winehouse (1882) 20 Ch. 545 when construing S.10 of the Judicature Act of 1875, and, although the words were given the wider meaning by Vaughan Williams L. J. in Whitaker In re Whitaker v. Palmer (1901) 1 Ch. 9 there can be little doubt that they are capable of both the narrower and the wider meaning. 10. Both Jessel M. R. in In re Albion Steel and wire Company (1878) 7 Ch. D. 547 and Fry J. in In re Maggi Winehouse v. Winehouse (1882) 20 Ch. 545 thought that the language of S.10 of the Judicature Act of 1875 which is similar to the language of S.529 of the Companies Act did not attract the bankruptcy rules regarding priority of debts. And, although a different view was taken in In re Lang. Tarn v. Emmerson (1895) 1 Ch.652 and Whitaker, In re Whitaker v. Palmer, (1901) 1 Ch. 9, it must be remembered that those decisions construe the words used in the framework of the Judicature Act which enacts no rule of priorities and not in the framework of the Companies Act which does enact a comprehensive and self-contained scheme of priorities. Were those decisions concerned with construing the words in question in the context of either the English or the Indian Companies Act, I venture to think that they would have given the words the same meaning as was given to them by Jessel M. R. and Fry J. 11. If two constructions are possible of sub-section (1) of S.529 of the Companies Act, one which would be quite consistent with S.530 and the other which would bring it into conflict with that latter section, there can be no doubt that the former construction must be chosen. If two constructions are possible of sub-section (1) of S.529 of the Companies Act, one which would be quite consistent with S.530 and the other which would bring it into conflict with that latter section, there can be no doubt that the former construction must be chosen. It follows that what I have called the narrower construction, which, it seems to me, is also the literal construction, giving to the words used their ordinary and natural meaning, is the true construction. 12. On a true reading of sub-section (1) of S.529, that sub-section does not attract the rules of priority in S.64 of the Insolvency Act. That being so, it is unnecessary to go any farther, and, as was done in In the matter of the N. Bengal Co. Ltd. 41 C. W. N. 458 apply the rule of statutory construction that, where a section of an Act which lays down a general rule is incorporated in another Act which gives a particular rule on the same subject the particular rule will abrogate the general rule. (Craies on Statute Law, 6th Edition page 223). 13. For the foregoing reasons I am, with great respect, in agreement with the conclusion reached in Secretary of State v. The Punjab Industrial Bank Ltd., (in liquidation) ILR.12 Lahore 678 and in In the matter of the N. Bengal Co. Ld.,41C. W. N. 458 and, with equally great respect, I am unable to agree with the view taken in Motor Emporium Co. v. N. H. Moos AIR. 1927 Bombay 606. 14. In the result, I dismiss this application with costs. Advocate's fee Rs. 250/-. Dismissed.