2003 (3) TMI 553 - HC - Companies Law

Summary

Issues Involved:
1. Maintainability of the appeal by ABL International Ltd.
2. Impact of the amalgamation on the legal proceedings.
3. Compliance with orders from the Apex Court regarding status quo and expeditious disposal of the appeal.
4. Rights and obligations of the tenant under the West Bengal Premises Tenancy Act, 1956.

Detailed Analysis:

1. Maintainability of the Appeal by ABL International Ltd.
- The petitioner argued that ABL International Ltd. could not prefer an appeal against the Additional Rent Controller's order as it was not a party in the original proceeding. They contended that no leave was obtained by ABL International Ltd. to prefer the appeal as an aggrieved person.
- The court held that the appeal preferred by ABL International Ltd. was maintainable. The amalgamation scheme transferred the real estate division of Sudera Enterprises (P.) Ltd. to ABL International Ltd., making the latter the rightful party to pursue the appeal. The court emphasized that the transferor-company ceased to exist post-amalgamation, and the transferee-company inherited its legal standing and obligations.

2. Impact of the Amalgamation on the Legal Proceedings
- The court noted that the amalgamation resulted in Sudera Enterprises (P.) Ltd. merging into ABL International Ltd., leading to the former's corporate entity ceasing to exist. This merger meant that ABL International Ltd. was now the rightful party to contest the case.
- The petitioner was informed about the amalgamation but did not take steps to substitute the transferee-company in the proceedings. The court found that ABL International Ltd. contested the case before the Additional Rent Controller, who recorded the merger in his order dated 15th May, 2001.

3. Compliance with Orders from the Apex Court
- The Apex Court had directed the parties to maintain status quo and had stayed the hearing of the appeal until the final order on the applications for amendment of the cause title and clarifications/modifications of previous orders.
- Despite this, the Apex Court later ordered on 18th November, 2002, that the appeal against the Additional Rent Controller's order should be decided expeditiously, preferably within three months. The court interpreted this as a directive to proceed with the appeal filed by ABL International Ltd.

4. Rights and Obligations of the Tenant under the West Bengal Premises Tenancy Act, 1956
- The petitioner, a tenant, initiated proceedings for fixation of fair rent under sections 8, 10, and 12 of the West Bengal Premises Tenancy Act, 1956. The court noted that the tenant's rights were protected under the existing rent restrictions Act.
- The court stated that the tenant had no right to object to the amalgamation, as the order of amalgamation by the Company Court was a judgment in rem, binding on the tenant.

Conclusion:
- The court rejected the revisional application by the tenant, finding no merit in the objections raised against the maintainability of the appeal by ABL International Ltd. The court emphasized that the tenant's objections were not bona fide and were intended to delay the disposal of the appeal. The appeal by ABL International Ltd. was deemed maintainable and was to be disposed of expeditiously as directed by the Apex Court.