Eita India Limited vs E.I.C. Holdings Limited

The Court : This is a worthless appeal by a devious tenant seeking to mock the Court and continue in wrongful possession of a prime property in the central business district of the city.

There is no dispute that firm East India Transport Agency was granted a tenancy in respect of the suit premises by East India Commercial Company in 1977. There can also be no dispute that the present respondent is the owner of the suit premises. It is equally undisputed that the appellant purchased the firm East India Transport Agency and its business and the firm has no independent identity or existence other than as a unit of the appellant company. From time to time the rent in respect of the suit premises was increased such that it went beyond the pale of the rent control statute. On March 26, 2008, a notice was issued by the landlord under Section 106 of Transfer of Property Act, 1882 to EITA India Limited, the appellant herein, requiring such company to vacate the suit premises in accordance with such notice. By a letter of April 8, 2008, the notice under Section 106 of the Act of 1882 was replied to on behalf of the appellant herein on, inter alia, the following lines:

"We understand that East India Transport Agency was and is the recorded tenant at all materials times and still the tenancy stands in the name of East India Transport Agency and not the company to whom you have addressed the notice. ...

"The said tenant East India Transport Agency as per the terms and also on request being made by the landlord has increased the monthly rent from time to time and is paying the same accordingly and was accepted by the landlord."

Elsewhere in such reply, it was claimed that the notice was not valid and despite company EITA claiming that it was firm EITA which was the tenant, company EITA asserted that the question of vacating the premises "does not and cannot arise."

It is alarming that any person with any modicum of self-respect would address the letter dated April 8, 2008, particularly, when former firm EITA is described in the letterhead as follows:

"East India Transport Agency (A unit of EITA India Limited)".

In other words, there is no independent existence of former firm EITA except as a unit of company EITA. A company may have several units but these units are not independent legal entities and, legally speaking, when a third party deals with any unit of a company, such third party deals with the company itself.

Indeed, there are several letters issued by East India Transport Agency describing it to be a unit of EITA India Limited on record, including one of August 6, 2008 which is captioned "Our tenancy of premises no.20-B, Abdul Hamid Street, Kolkata."

It is also of relevance that the appellant was required to produce its memorandum of association before this Court. The first clause under the heading of main objects in the memorandum of association of the appellant records as follows:

"To take over by purchase the existing business carried on in the firm name and style of "East India Transport Agency".

Thus, it is evident that company EITA bought over firm EITA and since such purchase, firm EITA has no juristic existence other than as a part of company EITA, though it was always open to the appellant to show the business of former firm EITA as a unit of company EITA.

Just as it is possible for an individual to carry on several proprietorship businesses in different names where the names of the proprietorship concerns would be of no relevance as the sole juristic entity responsible therefor would be the proprietor himself, similarly, a company may have several units but the juristic entity responsible therefor would be the company and none other. It is as elementary as that and it is shocking when the High Court, no less, is sought to be taken for a ride in this rudimentary principle being lost and Court time being wasted to suggest that the notice under Section 106 of the Act of 1882 had not been issued to the tenant but was issued to some other. If such was the case, company EITA should not have bothered to prefer the appeal. The decree was passed against the company. If the company was not the tenant, it had no reason to feel aggrieved by the decree. Indeed, from the very first response of April 8, 2008, the act of deceit on the part of the appellant herein began as Advocates for the appellant denied that the appellant was the tenant but, in the same breath, refused to vacate the premises in question.

It needs to be recorded that the only ground urged is the perceived erroneous notice and such notice being addressed to the appellant and not to firm EITA.

Ordinarily, when a tenancy is terminated upon a notice under Section 106 of the Act of 1882 being issued, there is little scope for any defence. There was no defence in this case and none at all indicated in the affidavit used before the Court of the first instance on behalf of the appellant herein. Indeed, it is evident that the Court of the first instance was somewhat flummoxed by the defence which may have resulted in the judgment being delivered several months after the hearing in the matter was concluded.

There is no ground indicated for the appellant to continue in possession of the suit premises whether by itself or through any unit. There is no merit in the appeal and there was no defence indicated to the notice under Section 106 of the Act of 1882 that warranted such a delay in the matter for more than 12 years.

APD No. 319 of 2011 is dismissed.

The appellant will pay costs assessed at 6000 GM to the respondent decree-holder.

A prayer for stay of the operation of this order is made, which is unhesitatingly declined.

Urgent certified website copies of this order, if applied for, be supplied to the parties upon compliance with all requisite formalities.