2010 (8) TMI 182 - HC - Companies Law

Winding up - Suits stayed on winding up - Held that - The Official Liquidator shall remove the movables which are presently lying on the said land within a period of three months from today and upon such removal, hand over the vacant possession of the said land to the Applicant. The Applicant shall upon receiving possession of the said land from the Official Liquidator forthwith withdraw the Appeal filed by the Applicant before the Additional District Judge, Kalyan. Since the second renewal of 25 years was sought by the Official Liquidator from the Applicant at the instance of Canara Bank, the secured creditor of the Company pursuant to the letter issued by their Solicitors M/s. Smetham Byrne Lambert and Dubhash dated 31st March ,1983, the Applicant may pursue its claim pertaining to the arrears of rent, taxes, electricity and water charges, etc., if any, against the said Canara Bank.

Issues Involved:
1. Entitlement to possession of the leased land.
2. Payment of arrears of rent and municipal property tax.
3. Validity and renewal of lease.
4. Impact of the pending civil suit and appeal on possession rights.
5. Rights of the Official Liquidator and Canara Bank regarding the leased land.

Detailed Analysis:

1. Entitlement to Possession of the Leased Land:
The Applicant, M/s. Hardcastle Waud Manufacturing Company Limited, sought directions for the Official Liquidator to hand over possession of the property situated at Netivali Baug, Kalyan. The lease, originally granted in 1960 for 25 years, expired on 31st May 1985. The Official Liquidator, acting on behalf of the Respondent Company, did not issue the required notice for renewal as per the lease deed, leading to the determination of the lease by efflux of time. The court noted that the land had not been used by the Official Liquidator for over 25 years and was not required for winding up the affairs of the Company. Consequently, the court directed the Official Liquidator to hand over the vacant possession of the land to the Applicant within three months.

2. Payment of Arrears of Rent and Municipal Property Tax:
The Applicant also sought payment of Rs.14,250 towards arrears of rent and municipal property tax. The court acknowledged that the Official Liquidator had not paid municipal property taxes for a significant period, resulting in arrears amounting to over Rs. 6,50,000. The court allowed the Applicant to pursue claims for arrears of rent, taxes, electricity, and water charges against Canara Bank, the secured creditor, since the second renewal of the lease was sought at their instance.

3. Validity and Renewal of Lease:
The lease deed provided an option for renewal for another 25 years upon giving six months' notice in advance. However, no such notice was given, and therefore, the lease stood determined on 31st May 1985. Even if the lease had been renewed, it would have expired on 31st May 2010. The court concluded that the leasehold rights were no longer an asset of the Respondent Company and could not be retained by the Official Liquidator beyond this period.

4. Impact of the Pending Civil Suit and Appeal on Possession Rights:
The Applicant had previously filed a civil suit seeking possession of the land, which was dismissed, and an appeal was pending. The court held that the dismissal of the suit did not affect the determination of the lease by efflux of time. The court emphasized that the Applicant was entitled to possession as the lease had expired, and the land was not being used by the Official Liquidator. The Applicant was directed to withdraw the pending appeal upon receiving possession of the land.

5. Rights of the Official Liquidator and Canara Bank Regarding the Leased Land:
The Official Liquidator opposed the application, citing the pending appeal and a previous court order from 2000, which required the Applicant to adopt appropriate proceedings to recover possession. The court found that the previous order was based on the subsistence of the lease at that time. With the lease now determined, a fresh cause of action had arisen. The security interest of Canara Bank, created by the Respondent Company, was valid only until the expiry of the lease. Since the lease had ended, the Respondent Company could no longer offer the land as security.

Conclusion:
The court ordered the Official Liquidator to remove all movables from the land and hand over vacant possession to the Applicant within three months. The Applicant was allowed to pursue claims for arrears against Canara Bank. The Company Application was disposed of with no order as to costs.

← Previous Next →