JUDGMENT 1. All these petitions involve common question of law and are based on same set of facts, as such are decided together. 2. Rule. Rule made returnable forthwith. With the consent of parties taken up for final hearing. 3. The respondent No. 1 in all these petitions are the workers of the respondent No. 2 company. The respondent No. 1 filed application U/Sec. 15 of the Payment of Wages Act for recovery of their wages along with compensation. The said applications filed under the Payment of Wages Act are rejected by the Labour Court at Jalgaon. The respondent No. 1 filed appeal before the District Court. In the appeal present petitioners were impleaded as parties as the present petitioners had sold the assets of the respondent No. 2/company by invoking its powers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (hereafter referred as to the "Securitisation Act" for the sake of brevity). The District Court allowed the appeals. The respondent No. 1 therein i. e. the company was directed to make payment of the delayed wages to the workers for a period of September 2002 to May 2005. The District Judge further declared that workman are entitled to recover the unpaid wages from the sale proceeds lying with the present petitioner i. e. recovered by the petitioner from sale of the assets of respondent No. 2, so also charge of the claim of the workers is kept on the land of the company for the remaining amount. The petitioner has assailed the same in the present writ petitions. 4. Mr. Adwant, the learned counsel for petitioners during the course of his erudite arguments put forth following propositions: A. The respondent company is not under liquidation, nor is wound up. In view of that provision of Sec. 529(A) of the Companies Act are not applicable and the workers do not become secured creditors. The learned counsel relies on the judgment of the Apex Court in a case of Bank of Maharashtra Vs. Pandurang Keshav Gorwardkar reported in (2013) 7 SCC 754 . B. The petitioners are secured creditors and have got priority over all other claims. They have precedence over the claim of the workmen. The learned counsel relies on the judgment of the Apex Court in a case of Central Bank of India Vs. Pandurang Keshav Gorwardkar reported in (2013) 7 SCC 754 . B. The petitioners are secured creditors and have got priority over all other claims. They have precedence over the claim of the workmen. The learned counsel relies on the judgment of the Apex Court in a case of Central Bank of India Vs. Siriguppa Sugars and Chemicals Ltd. reported in (2007) 8 SCC 353 . C. The provisions of the Securitisation Act and more particularly Sec. 13(9) would also apply only if the company is under liquidation. It is only if the company is in liquidation or company is wound up, then the amount realized from the sale of the secured assets are required to be distributed in accordance with the provisions of Sec. 529A. D. The petitioners have sold only the movable assets. The immovable assets have not been sold. 5. Mr. Sant, the learned counsel for the respondent No. 1/workmen in his usual lucid style canvassed following submissions: a. The petitioners were brought to the notice the dues of the workmen, even prior to the sale of the properties. Paper proclamation was also given to that effect. b. Though the company is not under liquidation, nor is wound up, resorting to Article 21 of the Constitution of India, the workmen have a right to claim their salary considering their pathetic condition. The learned counsel relies on the judgment of the Apex Court in a case of Kapila Hingorani Vs. State of Bihar reported in AIR 2005 SC 980 . c. The claim of the workers is approximately of rupees Two Crores. The petitioners can be directed to pay the said amount, as they have recovered more than Rs. 12 Crores. d. The workers are starving. They have no other source to recover their dues. The petitioners have sold out the assets of the company, as such the District Judge has rightly passed the order directing recovery from the sale proceeds. 6. With the assistance of learned counsel I have gone through the judgment. Before I advert to the submissions canvassed by learned counsel for respective parties, it would be appropriate to refer to the relevant provisions. THE COMPANIES ACT 1. 1. .... 2. 2. .... 529. 6. With the assistance of learned counsel I have gone through the judgment. Before I advert to the submissions canvassed by learned counsel for respective parties, it would be appropriate to refer to the relevant provisions. THE COMPANIES ACT 1. 1. .... 2. 2. .... 529. Application of insolvency rules in winding up of insolvent companies (1) In the winding up of an insolvent company, the same rules shall prevail and be observed with regard to – (a) debts provable ; (b) the valuation of annuities and future and contingent liabilities; and – (c) the respective rights of secured and unsecured creditors ; as are in force for the time being under the law of insolvency with respect to the estates of persons adjudged insolvent : [Provided that the security of every secured creditor shall be deemed to be subject to a pari passu charge in favour of the workmen to the extent of the workmen's portion therein, and, where a secured creditor, instead of relinquishing his security and proving his debt, opts to realise his security – (a) the liquidator shall be entitled to represent the workmen and enforce such charge ; (b) any amount realised by the liquidator by way of enforcement of such charge shall be applied rateably for the discharge of workmen's dues ; and (c) so much of the debt due to such secured creditor as could not be realised by him by virtue of the foregoing provisions of this proviso or the amount of the workmen's portion in his security, whichever is less, shall rank pari passu with the workmen's dues for the purposes of section 529A.] (2) All persons who in any such case would be entitled to prove for and receive dividends out of the assets of the company, may come in under the winding up, and make such claims against the company as they respectively are entitled to make by virtue of this section : [Provided that if a secured creditor instead of relinquishing his security and proving for his debt proceeds to realise his security, he shall be liable to pay his portion of the expenses incurred by the liquidator (including a provisional liquidator, if any) for the preservation of the security before its realisation by the secured creditor.] 529-A Overriding preferential payments. (1) Notwithstanding anything contained in any other provisions of this Act or any other law for the time being in force, in the winding up of a company (a) Workmen's dues; and (b) debts due to secured creditors to the extent of such debts rank under clause (c) of the proviso to sub-section (1) of Sec. 529 paripassu with such dues, shall be paid in priority to all other debts, (2) The debts payable under clause (a) and clause (b) of sub-section (1) shall be paid in full, unless the assets are insufficient to meet them, in which case they shall abate in equal proportions] THE SECURITISATION AND RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 1. .... 2. .... 13. Enforcement of security interest. – (1) ........ (2) ........................ .... 2. .... 13. Enforcement of security interest. – (1) ........ (2) ........................ (9) In the case of financing of a financial asset by more than one secured creditors or joint financing of a financial asset by secured creditors, no secured creditor shall be entitled to exercise any or all of the rights conferred on him under or pursuant to sub-section (4) unless exercise of such right is agreed upon by the secured creditors representing no less than three-fourth in value of the amount outstanding as on a record date and such action shall be binding on all the secured creditors: Provided that, in the case of a company in liquidation, the amount realised from the sale of secured assets shall be distributed in accordance with the provisions of section 529-A of the Companies Act, 1956 (1 of 1956): Provided further that in the case of a company being wound up on or after the commencement of this Act, the secured creditor of such company, who opts to realise his security instead of relinquishing his security and proving his debt under proviso to sub-section (1) of section 529 of the Companies Act, 1956 (1 of 1956), may retain the sale proceeds of his secured assets after depositing the workmen's due with the liquidator in accordance with the provisions of section 529-A of the Act: Provided also that the liquidator referred to in the second proviso shall intimate the secured creditor the workmen's dues in accordance with the provisions of section 529-A of the Companies Act, 1956 (1 of 1956) and in case such workmen's dues cannot be ascertained, the liquidator shall intimate the estimated amount of workmen's dues under that section to the secured creditor and in such case the secured creditor may retain the sale proceeds of the secured assets after depositing the amount of such estimated dues with the liquidator: Provided also that in case the secured creditor deposits the estimated amount of workmen's dues, such creditor shall be liable to pay the balance of the workmen's dues or entitled to receive the excess amount, if any, deposited by the secured creditor with the liquidator: Provided also that the secured creditor shall furnish an undertaking to the liquidator to pay the balance of the workmen's dues, if any. THE PAYMENT OF WAGES ACT, 1936 1. ............. 15. THE PAYMENT OF WAGES ACT, 1936 1. ............. 15. Claims arising out of deductions from wages or delay in payment of wages and penalty for malicious or vexatious claims. — [(1) .... (1-B) Where more than one person are appointed for any specified area as authorities under sub-section (1), the [appropriate Government] may by general or special order make such arrangements as it thinks fit for the distribution of the work among the authorities so appointed.] (2) Where contrary to the provisions of this Act any deduction has been made from the wages of an employed person, or any payment of wages has been delayed, such person himself, or any legal practitioner or any official of a registered trade union authorised in writing to act on his behalf, [or a representative Union registered as such under the Bombay Industrial Relations Act, 1946], or any Inspector under this Act, or any other person acting with the permission of the authority appointed under sub-section (1), may apply to such authority for a direction under subsection (3): [and in case of death of the employed person, it shall be lawful for his legal representative to make an application for such direction]: Provided that every such application shall be presented within [12 months] from the date on which the deduction from the wages was made or from the date on which the payment of the wages was due to be made, as the case may be: Provided further that any application may be admitted after the said period of [12 months] when the applicant satisfies the authority that he had sufficient cause for not making the application within such period. [(3) When any application under sub-section (2) is entertained, the authority shall hear the applicant and the employer or other person responsible for the payment of wages under section 3, or give them an opportunity of being heard, and, after such further inquiry, if any, as may be necessary, may, without prejudice to any other penalty to which such employer or other person is liable under this Act, direct the refund to the employed person of the amount deducted, or the payment of the delayed wages, together with the payment of such compensation as the authority may think fit, not exceeding ten times the amount deducted in the former case and not exceeding three thousand rupees but not less than one thousand five hundred rupees in the latter, and even if the amount deducted or delayed wages are paid before the disposal of the application, direct the payment of such compensation, as the authority may think fit, not exceeding two thousand rupees: Provided that a claim under this Act shall be disposed of as far as practicable within a period of three months from the date of registration of the claim by the authority; Provided further that the period of three months may be extended if both parties to the dispute agree for any bona fide reason to be recorded by the authority that the said period of three months may be extended to such period as may be necessary to dispose of the application in a just manner: Provided also that no direction for the payment of compensation shall be made in the case of delayed wages if the authority is satisfied that the delay was due to — (a) a bona fide error or bona fide dispute as to the amount payable to the employed person; or (b) the occurrence of an emergency, or the existence of exceptional circumstances, the person responsible for the payment of the wages was unable, in spite of exercising reasonable diligence; or (c) the failure of the employed person to apply for or accept payment.] [(4) If the authority hearing an application under this section is satisfied — (a) that the application was either malicious or vexatious, the authority may direct that a penalty [not exceeding three hundred seventy five rupees] be paid to the employer or other person responsible for the payment of wages by the person presenting the application; or (b) that in any case in which compensation is directed to be paid under sub-section (3), the applicant ought not to have been compelled to seek redress under this section, the authority may direct that a penalty [not exceeding three hundred seventy five rupees] be paid to [the appropriate Government] by the employer or other person responsible for the payment of wages. (4A) .... (4B) .... [(5) Any amount directed to be paid under this section may be recovered by the authority as an arrear of land revenue and the authority shall for that purpose be deed to be a Public Officer within the meaning of Section 5 of the Revenue Recovery Act, 1890] — 07. It is a matter of record that the applications filed by the workmen U/Sec. 15 (3) of the Payment of Wages Act were rejected by the Labour Judge and the said orders were assailed before the District Judge. I am not considering the judgments of the District Judge to the extent of entitlement of the workmen to receive the wages. The company has not challenged the judgments. I am deciding the petitions to the extent of directions given with regard to the recovery to be made from the sale proceeds from the present petitioners and the charge created. 08. It is undisputed that the respondent/company has not been wound up, nor is under liquidation. Perusal of the proviso to Sec. 529-A of the Companies Act, it is manifest that said provision would come into operation only when the company is under liquidation or being wound up. At that stage the workmen becomes the secured creditor. The said stage has not yet arrived. The Apex Court in a case of Bank of Maharashtra Vs. Pandurang Keshav Gorwardkar referred supra has observed as under : 59. Section 529-A was inserted by Companies (Amendment) Act, 1985. By incorporation of this provision, workmen’s dues rank pari passu with secured creditors. In other words, the workmen of the company in winding up acquire the status of secured creditors. Pertinently, while inserting Section 529-A in the Companies Act by the Companies (Amendment) Act, 1985, the proviso to sub-section (1) of Section 529 was also inserted which provides that the security of every secured creditor shall be deemed to be subject to a pari passu charge in favour of the workmen to the extent of the workmen’s portion. 60. A cumulative reading of Sections 529-A and 529(1) proviso leads to an irresistible conclusion that where a company is in liquidation, a statutory charge is created in favour of workmen in respect of their dues over the security of every secured creditor and this charge is pari passu with that of the secured creditor. 60. A cumulative reading of Sections 529-A and 529(1) proviso leads to an irresistible conclusion that where a company is in liquidation, a statutory charge is created in favour of workmen in respect of their dues over the security of every secured creditor and this charge is pari passu with that of the secured creditor. Such statutory charge is to the extent of workmen’s portion in relation to the security held by the secured creditor of the company. This position, in our opinion, is equally applicable where the assets of the company have been sold in execution of the recovery certificate obtained by the bank or financial institution against the debtor company when it was not in liquidation but before the proceeds realized from such sale could be fully and finally disbursed, the company had gone into liquidation. Stated differently, pending final disbursement of the proceeds realised from the sale of security in execution of the recovery certificate issued by the DRT, if debtor company becomes company in winding up, Sections 529-A and 529(1) proviso come into operation immediately and statutory charge is created in favour of workmen in respect of their dues over such proceeds. 61. Having regard to the scheme of law, it appears to us that the relevant date for arriving at the ratio at which the sale proceeds are to be distributed amongst workmen and secured creditors of the company is the date of the winding up order and not the date of sale. 67.1 If the debtor company is not in liquidation nor any provisional liquidator has been appointed and merely winding up proceedings are pending, there is no question of distribution of sale proceeds among secured creditors in the manner prescribed in Section 19(19) of the 1993 Act. 67.3 The above position is equally applicable where the assets of the debtor company have been sold in execution of the recovery certificate obtained by the bank or financial institution against the debtor company when it was not in liquidation but before the proceeds realized from such sale could be fully and finally disbursed, the company had gone into liquidation. 67.3 The above position is equally applicable where the assets of the debtor company have been sold in execution of the recovery certificate obtained by the bank or financial institution against the debtor company when it was not in liquidation but before the proceeds realized from such sale could be fully and finally disbursed, the company had gone into liquidation. In other words, pending final disbursement of the proceeds realized from the sale of security in execution of the recovery certificate issued by the debt recovery tribunal, if debtor company becomes company in winding up, Section 529-A read with Section 529(1) proviso come into operation and statutory charge is created in favour of workmen in respect of their dues over such proceeds. 09. The Apex Court in a case of Central Bank of India Vs. Siriguppa Sugars and Chemicals Ltd. referred supra has observed thus: "17. Thus, going by the principles governing the matter, propounded by this Court there cannot be any doubt that the rights of the appellant-bank over the pawned sugar had precedence over the claims of the Cane Commissioner and that of the workmen. The High Court was, therefore, in error in passing an interim order to pay parts of the proceeds to the Cane Commissioner and to the Labour Commissioner for disbursal to the cane growers and to the employees. There is no dispute that the sugar was pledged with the appellant bank for securing a loan of the first respondent and the loan had not been repaid. The goods were forcibly taken possession of at the instance of the revenue recovery authority from the custody of the pawnee, the appellant-bank. In view of the fact that the goods were validly pawned to the appellant bank, the rights of the appellant-bank as pawnee cannot be affected by the orders of the Cane Commissioner or the demands made by him or the demands made on behalf of the workmen. Both the Cane Commissioner and the workmen in the absence of a liquidation, stand only as unsecured creditors and their rights cannot prevail over the rights of the pawnee of the goods." 10. In a case of Kapila Hingorani Vs. State of Bihar referred supra relied by Mr. Sant, the learned counsel for workmen, the facts were on different premise. In the said case the establishment was a public sector undertaking. In a case of Kapila Hingorani Vs. State of Bihar referred supra relied by Mr. Sant, the learned counsel for workmen, the facts were on different premise. In the said case the establishment was a public sector undertaking. The State Government was liable to pay the amount. Considering the said aspect, applying the principle of welfare State and invoking Article 21 of the Constitution of India, the State was directed to make the payment. In the present case, the respondent/company is not a public sector undertaking, but a private limited company. The liability to make the payment is of a private limited company. 11. Considering the judgments in a case of Central Bank of India Vs. Siriguppa Sugars and Chemicals Ltd. referred supra, it is clear that Sec. 529A of the Companies Act would not come to the aid of workmen. As the company is not under liquidation, nor is wound up, the secured creditor to whom the properties are hypothicated and mortgaged or pledged is entitled to deal with the said property and has a precedence over the claim of even the employees. The workmen would not be entitled at this stage to claim even the paripassu charge. The sale proceeds are already received and realised by the petitioners and appropriated. The company is not under liquidation, nor wound up. It would have been another thing if before the sale proceeds are received the company had wound up or would have gone under liquidation, in that case, Sec. 529A of the Companies Act could have been invoked. 12. The petitioners have taken recourse to Sec. 13(2) and (4) of the Securitisation Act for realisation of its dues by sale of secured movable assets. Sec. 13(9) of the Securisation Act would not come to the assistance of workmen. By virtue of provisos to sub-section 9 of Sec. 13 of the Securitisation Act, the workmen shall have right to claim distribution of secured assets as per Sec. 529A of the Companies Act only if the company is being wound up or is under liquidation. The language of provisos to sub section 9 of Sec. 13 of the Securitisation Act is explicitly clear and unambiguous. The literal meaning is plain and does not admit of any other interpretation. The cardinal rule of interpretation is that, words should be read in their ordinary, natural and grammatical meaning. The language of provisos to sub section 9 of Sec. 13 of the Securitisation Act is explicitly clear and unambiguous. The literal meaning is plain and does not admit of any other interpretation. The cardinal rule of interpretation is that, words should be read in their ordinary, natural and grammatical meaning. The words in proviso to Sec. 13(9) of the Securitisation Act are not susceptible to another meaning. No alternative conclusion is possible. 13. Conjoint reading of Sec. 529-A of the Companies Act and Sec. 13(9) of the Securitisation Act, it is manifest that, unless the company is under liquidation or is being wound up, the workmen would not be entitled to pari passu charge inter alia would not be entitled to claim any amount from the sale proceeds of the sale undertaken by the petitioners pursuant to Sec. 13(4) of Securitisation Act. 14. In the light of the above, the directions given by the District Judge entitling workmen to recover the unpaid wages out of the sale proceeds from the petitioners is required to be set aside and is hereby set aside. 15. As far as directions with regard to the charge of the claimant on the remaining land of the respondent No. 2 is concerned, the same would always be subject to right of present petitioners. The workmen would not be entitled to claim any right, till the claim of the petitioners is not realized. However, if the respondent/company is wound up or goes under liquidation, the position would change and workmen will have a paripassu charge in view of Sec. 529-A of the Companies Act and if action is taken under Securisation Act, then provisions of Sec. 13(9) of the Securitisation Act read with Sec. 529-A of the Companies Act would also apply. Rule accordingly is made absolute in above terms, however, with no order as to costs.