2001 (4) TMI 847 - HC - Companies Law

Summary

Issues Involved:
1. Maintainability of the application under section 446(2) of the Companies Act.
2. Bar of limitation on the application.
3. Applicability of the West Bengal Non-Agricultural Tenancy Act, 1949.
4. Entitlement of the owners to restoration of possession.

Detailed Analysis:

1. Maintainability of the application under section 446(2) of the Companies Act:

The appellants filed an application under section 446(2) of the Companies Act, 1956, seeking restoration of possession of the disputed premises. The respondents argued that the application was not maintainable as it was essentially an attempt to set aside the sale confirmed by the Company Court. The Court clarified that the owners were not seeking to set aside the sale but were requesting the restoration of possession after the lease expired. Section 446(2) allows the Company Court to entertain claims by or against the company, and the application was deemed maintainable as it related to the winding-up process.

2. Bar of limitation on the application:

The respondents contended that the application was barred by limitation, as it was filed more than three years after the confirmation of the sale. The Court rejected this argument, emphasizing that the application was not for setting aside the sale but for restoring possession after the lease term had expired. The Court held that the application was filed within a reasonable time after the lease expired, and thus, it was not barred by limitation.

3. Applicability of the West Bengal Non-Agricultural Tenancy Act, 1949:

The respondents argued that they were entitled to protection under the West Bengal Non-Agricultural Tenancy Act, 1949, as the lease was for land on which the company had built structures. The Court found that the provisions of the lease deed explicitly stated that the lessee was to surrender the premises upon lease expiration unless the lessors agreed to pay for the erections or fixtures. Since no mutual agreement for renewal was reached, the Act did not apply, and the respondents could not claim protection under it.

4. Entitlement of the owners to restoration of possession:

The Court examined the terms of the lease deed, which stipulated that the lessee must surrender the premises at the end of the lease term. The respondents, as assignees, were aware of the lease's expiration date and the lack of a renewal agreement. The Court concluded that the owners were entitled to restoration of possession, as the lease had expired, and no new lease was executed. The Official Liquidator was directed to hand over possession to the owners within three months.

Conclusion:

The appeal was allowed, and the order of the single Judge was set aside. The Official Liquidator, High Court, Calcutta, was directed to hand over possession of the demised premises to the owners within three months. The Court held that the application under section 446(2) was maintainable, not barred by limitation, and that the West Bengal Non-Agricultural Tenancy Act, 1949, did not apply. The owners were entitled to restoration of possession as the lease had expired, and no renewal was agreed upon.