D.S.TEWATIA, J. - (1.) M /s. Produce Exchange Corporation Limited was tenant of shop in dispute under the original landlords Dwarka Dass and Smt. Shanta Rani who on February 10, 1970, sold the same to Som Nath respondent herein. He sought ejectment of M/s. Produce Exchange Corporation Ltd. and of M/s Karam Chand Thapar and Brothers Ltd. inter alia, on the ground that M/s. Produce Exchange Corporation Limited had inducted M/s Karam Chand Thapar and Brothers Ltd. and has put them into exclusive possession of the shop without prior consent of the landlord.
(2.) ON behalf of M/s Karam Chand Thapar and Brothers Ltd. and of M/s Produce Exchange Corporation Limited the case set up was that vide order of Calcutta High Court dated September 22, 1970, M/s Produce Exchange Corporation Limited and M/s Karam chand Thapar and Brothers Limited were merged and that M/s Produce Exchange Corporation Limited became part of the amalgamated company and thus continued to exist and therefore the possession of the shop by M/s Karam Chand Thapar and Brothers Limited shall be construed as the possession of M/s Produce Exchange Corporation Limited as well and thus there is no question of sub-letting or transferring of the lessee rights to M/s Karam Chand Thapar and Brothers by M/s Produce Exchange Corporation Limited. The learned Rent Controller as also the Appellate Authority held against the tenant-petitioners herein. The learned counsel for the petitioners cited Krishna Das v. Bidhan Chandra, A.I.R. 1959 Calcutta 181 and Shanti Parshad-Narinder Kumar v. Paras Ram-Nand Lal and Anr., 1969 R.C.J. 657 (Delhi) in support of the proposition that whenever assignment of lease-hold rights take place under the order of the Courts, then the same cannot be considered to be a transfer of lease-hold rights by the lessee to other person as the transfer in question is involuntary by operation of law. Their Lordships of the Supreme Court in Parasram Harnand Rao v. Shanti Parshad-Narinder Kumar Jain, 1980(2) R.C.R. 520 : A.I.R. 1980 S.C. 1655, distinguished Krishna Das's case (supra) and reversed the judgment in Shanti Parshad-Narinder Kumar's case (supra). Their Lordships in that case were considering the provisions of Section 14(b) of the Delhi Rent Control Act and held that the language of Section 14(b) was wide enough not only to include any sub-lease but even an assignment or any other mode by which possession of the tenanted premises was parted. In view of the wide amplitude of Section 14(b), it could be held, that it did not exclude even an involuntary sale. Assuming that the sale by the Official Liquidator was an involuntary sale, then it undoubtedly became as assignment as provided for by Section 14(b) of the Act. Consequently the tenant was liable to be evicted.
(3.) IN the present case as noticed by the Appellate Authority in its very well considered judgment M/s. Produce Exchange Corporation Ltd. are described by the Calcutta High Court in its judgment in question as the transferor company while M/s Karam, Chand Thapar and Brothers Limited are described as transferee company. The transferor company had transferred its rights and liability to the transferee company whether voluntarily or involuntary. Thereafter it stood divested of its rights that it transferred to the transferee company. It was urged that the share-holders of the transferor company became the shareholders of the transferee company. That would make no difference. The juristic identity of a company is different from its share-holders. The share-holders may became the share-holders of the transferee company but so far as company itself is concerned that goes out of existence by transferring all its rights and liabilities to another company. What is more in the present case the transferor company had not transferred any lease hold rights to the transferee company as would be evident from Part II of Schedule B attached to the judgment of Calcutta High Court Annexure R.2 which details such properties or rights which were not transferred to the transfer company under clause 1 of the order. Part II of Schedule B is as under :- "A short description of the lease hold property of the transferor company - Nil." ;