J.B. Koshy, J.
1. Important question of law to be decided in this case is whether need for occupation of a registered Private Company in which the landlord is a Director, is the bona fide need of the landlord for his 'own occupation'. Revision petitioners are tenants of the respondent. They occupied line rooms in the same building owned by the respondent. Respondent filed eviction petition to evict these revision petitioners. The common ground urged is one under Section 11(3) of the Kerala Buildings (Lease and Rent Control) Act (hereinafter referred to as 'The Act'). Other grounds were also urged. Rent Control Court dismissed the application in all respects. The matter came in appeal. Appellate Court held that the claim is maintainable under Section 11(3) of the Act and dismissal of the case on that ground was not correct Jnd the matter was remanded. Section 11(3) of the Act reads as follows:
'(3) A landlord may apply to the Rent Control Court for an order directing the tenant to put the landlord in possession of the building if he bona fide needs the building for his own occupation or for the occupation by any member of his family dependent on him;........'
The bona fide need put forward by the respondent landlord is that the respondent along with his two brothers aged 32, 38 and 28 along with their family members formed a registered a company in the name and style 'Chakolas Habitat Pvt. Ltd.' for the construction and sale of flats and it was registered under the Companies Act. The landlord is one of the Directors and the other Directors are members of the landlord's family. If is further averred as follows:
'The Company is receiving good orders one after another for construction of flats. It is submitted that the company has no offices of its own. In other words petitioner has no other building to accommodate the office of M/s. Chackolas Habitat. At present the office of the company is being conducted in a building belonging to Kerala Traders, M.G. Road, Ernakulam. It is paying a monthly rent of Rs. 5,000 inclusive of the facilities offered by the landlord. At first it is submitted that the rented premises in which the office of the company is being conducted is not at all sufficient and suitable to make use of the same as office. The petition schedule room forms one room in a line building consisting of three rooms. After getting vacant possession petitioner intends to carry out necessary alterations to the whole building. Along with the above petition two other Rent Control Petitions for the eviction of the other occupants are also being filed. The whole line building is bona fide needed by the petitioner to accommodate the officeof Chackolas Habitat of which petitioner is a Director. The need of the company is that of the petitioner himself. Petitioner sent word through his Karyastha saying that the petitioner wants to get vacant possession of the building as he wants to make use of the petition schedule building for accommodating the office of Chackolas Habitat Private Ltd.'.
Therefore, bona fide need urged by the respondent landlord is that he needed the above building for occupation of the company of which he is a Director and shareholders of the company and his family members. All of them are not dependents on him. The Rent Control Court found that the company is a separate entity and need of the company cannot be stated to be the need of the individual landlord or his dependent family members. In fact the other two brothers are not dependents on him also.
2. In appeal the appellate court found that the need urged by the appellant is housing company in which he has substantial interest and therefore lower court finding is not sustainable and was set aside. The appellate court found as follows:
'In the facts and circumstances of this case, it can be stated that his family members depend on the appellant for getting a vacant building. Therefore, merely because of the fact that a private limited company is a separate legal entity, it cannot be said that appellant's claim for eviction for housing a business, in which he has substantial interest, cannot be allowed under Section 11(3) of the Act. Finding entered into by the Court below on this respect is not sustainable and hence it is set aside'.
3. The whole question to be considered is that can the need of the Company inwhich the landlord is substantially interested can be said to be the landlord's own needfor the purpose of Section 11(3) of the Act. One decision referred in this matter isD.N. Sanghavi v. A.T. 'Das, AIR 1974 SC 1026. There the Supreme Court statedthat the phrase 'his own occupation' used in the Madhya Pradesh AccommodationControl Act has got very much significance. The Supreme Court held in paragraph 8as follows:
'The first proviso to Sub-section (2) of Section 39 provides that at the request of the landlord such accommodation may be allotted to him if he needs it 'for his own occupation'. As Section 39 deals with a residential as well as a non-residential accommodation, the expression 'his own occupation' in the first proviso should be amplified to read as 'his own occupation by way of residence or business. Clauses (e) and (f) of Section 12(1) are complementary to the first proviso to Section 39(2). While the first proviso enables the landlord to obtain possession of a vacant accommodation for his own occupation by way of residence or business, Section 12(1)(e) enables him to obtain a residential accommodation for his or his family's residence by ejecting a tenant. Similarly, Section 12(l)(f), enables him to obtain a non-residential accommodation for continuing or starting his business by ejecting the tenant. Considering the complementary nature of Section 12(1)(f), we have little doubt in our mind that the words 'for the purpose of continuing or starting his business' in the section should be amplified to read as 'for the purpose of his own occupation by way ofcontinuing or starting his business'. It cannot be legitimately complained that we are trying to redraft Clause (f). This amplification is necessarily implied, for we think that the Legislature intended to use the phrase 'for the purpose of continuing or starting his business', as a synonym forthe phrase 'for his own occupation' in the first proviso to Section 39(2) as explained earlier. The words 'in his occupation' at the end of clause (0 fortify our construction. Again, the word 'own' in the phrase 'his own occupation' should not be discarded as redundant. It seems to us that the Legislature has deliberately used it to add emphasis to the possessive force of the pronoun 'his'. (See the Shorter Oxford Dictionary, 3rd Edn. p. 1409). It connotes the idea that the accommodation is needed directly and substantially for his occupation.
On his construction of Clause (0 of Section 12(1), it is necessary for the respondent to prove that the accommodation is needed directly and substantially for his occupation for the purpose of continuing or starting his business.'
After holding so, the Supreme Court held that since the petitioner therein was a sleeping partner he cannot say that it is for his business. In paragraph 11 of the Judgment it was held as follows:
'If the deed of partnership has excluded him expressly or impliedly from the management of firm's business and has made him a sleeping partner, it cannot be held that the accommodation is needed directly and substantially for his occupation by way of business. Nor he has power to shift the business. To sum up, for the reasons already given, his suit should fail.'
4. Herein this case the landlord is not requiring the building for his partnership business or his own occupation for the business of a partnership firm in which he is an active partner. A partnership is different from an incorporated company which has its own legal personality. The possibility of the landlord starting a business in the building is not excluded from the Section as held by the Supreme Court in Bega Begum v. Abdul Ahad Khan, AIR 1979 SC 272. In Govinda Pai v. Sarvothama Rao, 1981 KLT 330, it was held that application by a landlord seeking eviction for the purpose of occupation by a firm of which he is a partner is sustainable. In Panduranga Prabhu v. Muhammed Kunju, 1994 (2) KLT 1043, it was held that eviction for the bond fide need of his son to accommodate a business which he was carrying on in partnership with others is sustainable. But in Shantilal v. Chimanlal, AIR 1976 SC 2358, the landlord, a partner of a firm sought eviction for his bona fide requirement for the use of the firm. After his death the firm was reconstituted including some outsiders as partners. It was held that the requirement of the deceased landlord cannot be said to be the requirement of the partners.
5. Another decision cited before us was the decision of the Supreme Court in Madras Bangalore Transport Co. (West) v. Inder Singh, AIR 1986 SC 1564. Therein the case was whether there was subletting. A firm was in occupation of the premises. The firm was converted into a limited company. The Supreme Court held in that casethat there is no parting of possession of the premises by the landlord and there is no subletting. Question to be considered is whether eviction is to be granted on the ground of subletting and whether there is transfer of exclusive possession, whereas under Section 11(3) bona fide need for 'own' occupation has to be proved. Therefore the above case is of no help to the petitioners while interpreting the provisions of Section 11(3). (See also Janaki Devi v. Jain, (1994) 5 SCC 337). In Palakkad District Co-operative Bank v. Mohammed Kaleem, 1996 (1) KLT 247, it was held that the words 'his livelihood' mentioned under the 2nd proviso to Section 11 (3) of the Act can have reference only to a natural person and not to an inanimate lifeless legal entity like a co-operative society or company incorporated under the Companies Act. There the court was considering only the effect of proviso to Section 11(3) of the Act. If the company is the tenant, it cannot claim the protection of 2nd proviso to Section 11 (3). But a company also can claim benefits under Section 11(3) of the Act. A Company can own property. If the company is a landlord and if it requires occupation of the employees or extending the business of the company for its own use, petition under Section 11 (3) will be maintainable. (See Sundaresan Trading Co, Ltd. v. Narayan, 1977 KLT 595). Here the question is entirely different. Here the question is whether requirement of the company can be said to be the requirement of the landlord merely because landlord is the Director of the company and shareholders are his family members.
6. It was argued on behalf of the respondent landlord that a Private Ltd. Co. is different from a Public Ltd. Co. and Private Ltd. Co. get more or less equal to a partnership firm as held by the Orissa High Court in Kalinga Tubes Ltd. v. Shanti Prasad, AIR 1963 Orissa 189. It is well settled law that whether it is a Private Ltd. Company or Public Ltd. Co., a registered company is a separate entity. Once a company is incorporated, it is entirely different from the persons who are shareholders of the company. In a Limited Company, liabilities of shareholders are limited unlike a partnership firm. A shareholder cannot bind another as there is no joint or several liability. A partnership has no legal existence apart from its members. Unlike partnership an incorporated company is a separate entity distinct from the shareholders. A company is a legal person. This position is well illustrated in Solaman v. Solaman & Co. Ltd., 1897 AC22(HL). This principle laid down in 18th century is still followed. Therefore, a company is entirely a different persona. By incorporation under the Companies Act, a Company is vested with a corporate personality which is distinct from the members who compose it. In this connection we also refer to Section 34(2) of the Companies Act. An incorporated Company never dies. It is an entity with perpetual succession. Even if landlord transfers his shares, Company continues. Company will continue despite change of members or Directors as Blackstone has put it 'in the like manner as the river Thames is still the same river, though the parts which compose it are changing every instant' and Gower has stated 'Members may come and go but the company can go on for ever'. The property of the company is not the property of theshareholders; it is the property of the company. A company, being a body corporate, can sue and be sued in its own name unlike a partnership firm. Lifting of corporate veil allowed in certain circumstances as an exception to Solaman's principles in the interest of revenue, in cases of fraud or liability fixed on directors in specific cases by statutes will not change the separate personality of the company.
7. A similar case as claimed by the landlord herein was considered in England in Tunstall v. Steigman, (1962) 2 QB 593 = (1962) 2 WLR 1045. There a landlady's bid to regain tenanted premises for self-business failed as the business was in the name of an incorporated private limited company. Here Chakolas Habitat Pvt. Ltd. Co. wants to have an office and since respondent landlord is a Director of the Company it cannot be stated that it is his need or requirement of 'own' occupation. In the eviction petition, the need of the company in which landlord is the Director is projected as his own need. We are unable to agree with the above. Unlike a partnership firm a company is a different entity and need of the company in which landlord is a Director cannot be said to be the need of the landlord for his 'own' occupation and therefore the landlord cannot file a petition under Section 11 (3) for the occupation of the building owned personally by him for the functioning of the company merely because he is a Director of the Company.
8. In the above circumstances, the application is not maintainable and we agree with the Rent Control Court and affirm the decision of the Rent Control Court and set aside the Appellate Authority's decision.
All the CRPs are allowed to the above extent.