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2013 (5) TMI 488 - HC - Companies LawWinding up petition - Default in payment of licence fees - Arrears accumulated - Kolkata T.V. Bengali news television channel run by a company, R.P. Techvision (I) Pvt. Ltd operates from an area of about 10,000 sq. ft. in a premises numbered as 119, Park Street, Kolkata- 16 building called White House . The owner of the property is Calcutta Business Centre.Xenitis Info Tech Ltd. occupied this area on or from 1st December, 2005, as a licensee of Calcutta Business Centre but unable to pay licence fee - Held that - It is quite undisputed and reasonably clear that the company in liquidation was and thereafter R.P. Techvision is more or less a trespasser on the property. The licence has been terminated or at any rate it has expired. No higher right was even claimed by R.P. Techvision. Now, how is the property used? It is of no use for the purpose of carrying on the winding up of the company. The company has a lot of equipments, apparatus, accessories and other moveable items in it, which are undoubtedly its assets. They could easily be housed in a lesser space in a less expensive locality. If R.P. Techvision was not there, the Official Liquidator would have been in possession thereof. He would have been, had he retained the property, in all probability, been liable to pay Rs. 6.14 lacs per month as occupation charges to Calcutta Business Centre. Now, the Official Liquidator does not have to pay these occupation charges. It is paid in a round about way. R.P. Techvision is making payment to the Official Liquidator who is handing it over to Calcutta Business Centre. Somebody else is occupying the property in place of the Official Liquidator and paying occupation charges directly to the landlord. The Official Liquidator cannot and even if he be permitted by the Court will get nothing, if he tries to assign his rights of a trespasser in favour of somebody else. R.P. Techvision cannot remain on the property. The Official Liquidator has to disclaim the property or this Court has to pass orders for eviction of R.P. Techvision and delivery of vacant possession to the Official Liquidator. He has to do so for another reason. Being a statutory authority, the Official liquidator is duty bound to give back the property, over which the company in liquidation has no rights, to its owner. If that is the order there would be no real business to sell. There cannot be sale of any going concern as directed by the Supreme Court. Hence, there would be breach of its order. Nonetheless the Supreme Court has preserved the right of the landlord in the eviction proceedings. The mandate of the Supreme Court would be carried out if R.P. Techvision is allowed to remain on the property, for a limited period of time not be later than 31st May, 2014. The Official Liquidator should advertise sale of the business as a going concern by stipulating that any buyer of the business would have to vacate the premises 119, Park Street, Kolkata 16 by that date. The time to publish the advertisement by the Official Liquidator is peremptorily fixed as, by 15th June 2013.A letter for direction for confirmation of sale of the business and assets of the company in liquidation should be filed by the Official Liquidator, peremptorily by 31st July, 2013. If R.P. Techvision is the successful buyer they should find another place to do the same business after 31st May, 2014. Any other buyer should do likewise. Upto 31st May, 2014 or till the property becomes vacant, whichever is earlier the occupier of the property would pay to Calcutta Business Centre, occupation charges @ 6.14 lacs per month, through the Official Liquidator, as is being done now. The Official Liquidator is directed to handover vacant possession of the property to Calcutta Business Centre by 15th June, 2014 or within 15 days of the property becoming vacant, whichever is earlier. After expiry of 31st May, 2014 any occupier would be liable to be evicted from the premises by the Official Liquidator by use of police force.The buyer would have to obtain the licence to operate from any other property after expiry of 31st May, 2014.
Issues Involved:
1. Validity of SST Media Pvt. Ltd.'s occupation of the property. 2. Rights of R.P. Techvision (I) Pvt. Ltd. to remain on the property. 3. Obligation of the Official Liquidator to disclaim the property. 4. Rights of Calcutta Business Centre to reclaim the property. 5. Compliance with the Supreme Court's order regarding the sale of the business as a going concern. Detailed Analysis: 1. Validity of SST Media Pvt. Ltd.'s Occupation of the Property: The court examined the sequence of events leading to SST Media Pvt. Ltd.'s occupation of the property. Initially, Xenitis Info Tech Ltd. was the licensee, but due to non-payment of licence fees, their agreement was terminated. Despite this, SST Media continued to occupy the premises. The court noted that upon termination of Xenitis's licence, SST Media became a trespasser, as the licence agreement had expired by efflux of time on 30th November 2008. Hence, SST Media had no legal right to remain on the property post-termination. 2. Rights of R.P. Techvision (I) Pvt. Ltd. to Remain on the Property: R.P. Techvision took over the business of SST Media after the winding-up order against SST Media. However, the court found that R.P. Techvision had no legal right to remain on the property, as they were effectively trespassers. The court emphasized that the Supreme Court's order allowed R.P. Techvision to bid for the business but did not grant them any right to occupy the property indefinitely. 3. Obligation of the Official Liquidator to Disclaim the Property: Under Section 535 of the Companies Act, 1956, the Official Liquidator has the authority to disclaim onerous property. The court found that the property at 119, Park Street was burdensome to the company in liquidation as it did not generate income and imposed a liability of Rs. 6.14 lakhs per month as occupation charges. The court directed the Official Liquidator to disclaim the property and ensure its return to the rightful owner, Calcutta Business Centre. 4. Rights of Calcutta Business Centre to Reclaim the Property: Calcutta Business Centre, as the owner, sought to reclaim the property. The court recognized their right to receive the property, noting that neither SST Media nor R.P. Techvision had any legal claim over it. The court ordered the eviction of R.P. Techvision and directed the Official Liquidator to hand over vacant possession to Calcutta Business Centre by 15th June 2014 or within 15 days of the property becoming vacant, whichever is earlier. 5. Compliance with the Supreme Court's Order Regarding the Sale of the Business as a Going Concern: The Supreme Court had directed that the business of SST Media be sold as a going concern. The court interpreted this to mean that the business should be sold, but this did not extend to the occupation of the property beyond a reasonable period. The court allowed R.P. Techvision to remain on the property until 31st May 2014 to facilitate the sale of the business as a going concern. The Official Liquidator was instructed to advertise the sale by 15th June 2013 and confirm the sale by 31st July 2013. After 31st May 2014, any buyer, including R.P. Techvision, would have to relocate the business. Conclusion: The court concluded that R.P. Techvision could not remain on the property beyond 31st May 2014. The Official Liquidator was directed to disclaim the property and ensure its return to Calcutta Business Centre. The sale of the business as a going concern was to be conducted with the stipulation that the buyer would vacate the premises by the specified date. This judgment and decree disposed of all related applications and upheld the rights of the property owner while ensuring compliance with the Supreme Court's directives.
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