Kalyan Jyoti Sengupta ,J. - (1.) THE above appeal has been preferred by the appellant, above named, against the judgment and order passed by the learned company judge, sitting singly, dated October 8, 2007 (Prudential Capital Markets Ltd. (in liquidation), In re, [2007] 140 Comp Cas 754 (Cal)). By the impugned judgment and order the learned trial judge directed the appellant herein to deliver vacant possession of the shop rooms in question to the official liquidator or his duly authorised representative within seven weeks from the date of passing the order. By the same order the appellant was prohibited from parting with possession in respect of the shop rooms or either of them or creating any interest in respect of the same in favour of any person other than the official liquidator till it hands over the same, to the official liquidator. The aforesaid order was passed in the context of the filing of letter for obtaining direction of the court for eviction of the appellant claiming to be a lessee of the property of the company (in liquidation) in Hydrabad, admittedly the said two shop rooms in question are part and parcel of the assets of the company, namely, Prudential Capital Marketing Ltd. (company in liquidation), 26 and 27 Amarda Mall Samigudda, Hydrabad (hereinafter referred to as the said property).
(2.) THE short fact leading to preferring this appeal as projected by the appellant is as follows : In or about 1997 the said company (in liquidation) applied to the Reserve Bank of India (hereinafter in short "the RBI") for issuance of certificate of registration as non -banking financial company defined under section 45 -I(f) of the Reserve Bank of India Act, 1934. In July 1997, the company gave an undertaking to the RBI that it would not alienate any of its assets without the prior approval of the RBI except for the purpose of return of deposit obligation. In September 29, 1997, the RBI prohibited the company from accepting any deposit from the public or selling or transferring or creating any charge on its assets and properties for six months. On May 14, 1998, the RBI passed an order restraining the company from selling, transferring or creating any charge over its assets in any manner for a further period of six months. On October 30, 1998, the RBI rejected the application of the company for grant of certificate of registration as non -banking financial institution. On November 24,1998, the deed of lease was executed by the said company in favour of the appellant for three years with an option for three renewals in respect of the said property. The appellant thereafter obtained necessary license wherein it was mentioned that the appellant was carrying on business from the said property. The Government of Andhra Pradesh issued a certificate of registration to the appellant to carry on business from the said property. On April 7, 2001, Company Petition No. 217 of 2001 was filed by the creditor of the company for its winding up. On November 23, 2001, in pursuance of renewal clause contained in the deed of November 24, 1998, on option being exercised second lease was executed by the company in favour of the appellant for a period of 50 years. On December 5, 2001, an order was passed in Company Petition No, 217 of 2001 for winding up of the said company. On January 25, 2001, notification was issued following the order of winding up. On February 25, 2002, an application being C. A. No. 99 of 2002 was filed for recalling of the order of winding up and an order was passed requiring the company to deposit a sum of Rs. 40,000 with the official liquidator after which the official liquidator was directed to stay its hands. On May 15, 2002, the RBI filed complaint under section 45MC of the Act of 1934 being C. P. No. 342 of 2002. On July 11, 2003, the said company was directed to be wound up on the petition of the RBI, and the official liquidator was directed to take charge of the company. In December, 2003 the appellant came to know about the order of winding up of the company after the official liquidator had gone to take possession of the said property. Subsequently, the appellant on coming to know about the order of winding up tendered the rent by demand draft, and also at the same time on behalf of the company (in liquidation) paid proportionate maintenance charges and property tax to the appropriate authorities. The official liquidator however returned the demand draft of Rs. 29,594 being the amount of rent to the appellant. On February 11, 2005, the official liquidator asked the appellant through the learned lawyer to make over vacant possession of the property to him. The appellant on February 27, 2005, requested the official liquidator informing all the relevant facts, in support of its claim of tenancy to accept the rent. On May 13, 2005, letter was written by the official liquidator to the Assistant Registrar of Companies seeking direction upon the appellant to make over vacant possession of the said property to the official liquidator.
(3.) THE learned trial judge after hearing the parties came to a conclusion amongst others that the document executed by the company (in liquidation) in favour of the appellant allowing to take possession is void, illegal and inoperative and as such it has no locus standi to remain in possession.;