Judgment:
Form No.J.(2) IN THE HIGH COURT AT CALCUTTA Civil Appellate Jurisdiction Original Side Present : The Hon’ble Acting Chief Justice Ashim Kumar Banerjee And The Hon’ble Justice Debangsu Basak A.P.D.No.271 of 2013 C.S.No.297 of 1989 Ambalal Sarabhai Enterprises Limited versus Rajeev Daga & Anr.
For the Appellant : Mr.Shyama Prasad Sarkar, Senior Advocate Mr.Swarnendu Ghosh, Advocate Mr.Pushan Kar, Advocate Mr.Deep Nath Roy Chowdhury, Advocate Ms.Tapati Chatterjee, Advocate For the Respondent : Mr.Jishnu Saha, Advocate Ms.Sulagna Mukherjee, Advocate Mr.Ashish Mukherjee, Advocate Mr.S.S.Kundu, Advocate Heard on : November 22, 26 and 27, 2013 Judgment on : December 5, 2013 ASHIM KUMAR BANERJEE, ACJ.
BACKDROP: Short question involved herein as to whether the original tenant being a body corporate, incorporated under the Companies Act, 1956 could still be considered as “tenant” despite having merged with the transferee company by virtue of an Order of Amalgamation.
The facts brought in a narrow campus would find Standard Pharmaceuticals Limited, a company incorporated under the provisions of the Companies Act, 1956 becoming a tenant under the erstwhile landlord.
In 1983, the Standard Pharmaceuticals Limited stood merged and/or amalgamated with Ambalal Sarabhai Enterprises Limited, the defendant No.1 above named.
By virtue of the Order of Amalgamation, Standard Pharmaceuticals Limited stood dissolved and after dissolution, the company lost its existence.
The transferee company did not inform the landlord contemporaneously.
Since November 1988, the present landlords being the respondents for the fiRs.time came to know, the company started describing themselves as a division of Ambalal Sarabhai.
Ambalal contended, they paid rents to the landlords whereas landlords would contend, although rent was paid by Ambalal, they did not recognize them as tenant.
The landlords continued to issue rent receipts in the name of Standard Pharmaceuticals Limited, the original tenant.
In this backdrop, the present landlords being the respondent Nos.1 and 2 issued a notice to quit on Ambalal as well as its sister concern occupying the premises.
The tenants being the appellant disputed the allegation of subletting and declined to vacate, that gave rise to the litigation.
The learned Judge by the judgment and Order dated July 15, 2013 appearing at page 245-289 of the paper book decreed the suit and asked the defendants to vacate hence, this appeal at the instance of the tenant.
CONTENTIONS:Mr.Shyama prasad Sarkar learned Senior Counsel appearing for the appellant contended as follows: i) Learned Judge failed to construe the agreement for tenancy that would include successor and assigns moreover, the sister concerns were also allowed to enjoy the tenancy along with the original tenant.
ii) The proposition of law laid down by the Apex Court in the case of M/S.General Radio and Appliances Company Limited and others versus M.A.Khader reported in 1986 Volume-II Supreme Court Cases Page-656 would not be applicable as it was not a case of voluntary transfer.
ii) Assuming the original tenant was dissolved by virtue of the Order of Amalgamation, the landlord would not be entitled to get a decree for possession as by conduct of parties creation of fresh tenancy in favour of Ambalal was established.
CASES CITED:To support his contention, Mr.Sarkar cited the following decisions: a) APPLICABILITY OF RATIO: 1.
Delhi Administration versus Manohar Lal reported in 2002 Volume-VII Supreme Court Cases Page-222.”
2. Sanjay Singh and Another versus U.P.Public Service Commission Allahabad and Another reported in 2007 Volume-III Supreme Court Cases Page-720.”
3. Dharappa versus Bijapur Coop Milk Producers Societies Union Limited reported in 2007 Volume-IX Supreme Court Cases Page-109.”
4. Sumtibai and Others versus Para Finance Company & Others reported in 2007 Volume-X Supreme Court Cases Page-82.
b) INTERPRETATION OF PARTICULAR CLAUSE/DOCUMENT: 1.
M/S.Girdhari Lal & Sons versus Balbir Nath Mathur and others report