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TMI Blog2014 (1) TMI 1573X X X X Extracts X X X X X X X X Extracts X X X X ..... gamation, Standard Pharmaceuticals Limited stood dissolved and after dissolution, the company lost its existence. The transferee company did not inform the landlord contemporaneously. Since November 1988, the present landlords being the respondents for the first time came to know, the company started describing themselves as a division of Ambalal Sarabhai. Ambalal contended, they paid rents to the landlords whereas landlords would contend, although rent was paid by Ambalal, they did not recognize them as tenant. The landlords continued to issue rent receipts in the name of Standard Pharmaceuticals Limited, the original tenant. In this backdrop, the present landlords being the respondent nos. 1 and 2 issued a notice to quit on Ambalal as well as its sister concern occupying the premises. The tenants being the appellant disputed the allegation of subletting and declined to vacate, that gave rise to the litigation. The learned Judge by the judgment and Order dated July 15, 2013 appearing at page 245-289 of the paper book decreed the suit and asked the defendants to vacate hence, this appeal at the instance of the tenant. CONTENTIONS:- Mr. Shyama prasad Sarkar learned Senior Counsel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be no distinction on factual scenario. He contended, although the appellant took a defence of common management to get the protection of Clause 11 of the agreement, the same could not be proved as would be apparent from the evidence. Mr. Saha would support the decision of the learned Single Judge. According to him, the consent to sublet must be explicit, mere payment of rent would not create any tenancy. CASES CITED:- Mr. Saha would rely upon two Apex Court decisions on the subject issue: 1. South Asia Industries Private Limited v. S. Sarup Singh and others reported in All India Reporter 1966 Supreme Court Page-346. 2. M/s. Shalimar Tar Products Limited v. H.C. Sharma and Others reported in 1988 Volume-I Supreme Court Cases Page-70. On the issue of "assignment" Mr. Saha cited the following decisions: 1. Cox & Kings Limited and Another v. Chander Malhotra (Smt) reported in 1997 Volume-II Supreme Court Cases Page-687. 2. Singer India Limited v. Chander Mohan Chadha and Others reported in 2004 Volume-VII Supreme Court Cases Page-1. 3. Bhagwati Prasad Khaitan & Ors. v. Truner Morrison & Company Limited reported in 2006 Volume-IV Calcutta High Court Notes Page-1. CASES DISCUSS ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all or any of the purposes mentioned in the lease deed without any consent of the landlord; but not in favour of a Company which is neither a local dealer nor an agent of the original tenant." Considering such Clause the Division Bench held in the scenario, the tenant did not sub-let. In the present case, Clause 11 would permit the appellant to permit its sister concerns also to occupy that would not include a new transferee company, that did not have any relation with the original tenant before the merger. EFFECT OF THE ORDER OF AMALGAMATION: The decision in the case of General Radio (Supra) would hold the field. In addition Mr. Saha relied on three more decisions, two of the Apex Court and one of this Court. In General Radio, the Apex Court considered Section 14 of the Andhra Pradesh tenancy law that would clearly debar a sub-letting. Similar provision prohibiting sub-letting is also available in most of the State laws including Bombay and Delhi as considered by the Apex Court. The Apex Court held, order of amalgamation was nothing but a voluntary transfer of assets and liabilities by one juristic entity to the other. Since transfer of tenancy is a voluntary act that would be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m immunity in case of amalgamation without the knowledge and consent of the landlord. (iv) Mere payment of rent by itself would not create any tenancy in favour of the payee. In the present scenario we do not find any distinction of the facts involved herein with General Radio (supra). Mr. Sarkar made a frantic effort that, however, could not impress us. Mr. Sarkar tried to interpret the agreement by contending, the landlord by the said agreement permitted Standard Pharmaceuticals to allow its sister concerns to occupy the premises. Moreover, the recital part of it would also include successor and assigns. Clause 5 would impose a restriction on the tenant from subletting any portion without prior consent. However, exception was provided in Clause 11 where the companies under the same management were permitted to occupy. It is an admitted position, Standard Pharmaceuticals Limited stood dissolved long ago that was not in the knowledge of the landlord hence, they continued to issue rent receipts in the name of the original tenant. Ambalal, although paid rent, did not inform about the change. They also did not protest and accepted rent receipts issued in favour of Standard Pharmac ..... X X X X Extracts X X X X X X X X Extracts X X X X
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