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Judgment
Manmohan, J
Present apppeal has been filed challenging the deccree of ejectment dated 23rd May 20013 and order dated 13th May 2013 passed by the learned Single Judge in C.S. (O.S.) No. 2576/2010, whereby thhe learned Single Judge has dismisssed I.A. 8796/2011, application under O rder VII Rule 11 Code of Civil Proocedure, 1908 (“CPC”) filed on behalf of appellant no.1 herein and has passed an ejectment decree as well as put thhe suit on trial for mesne profits.
Brief facts of the case as per the pleadings on recordd are that one M/s Ved Prakash Aggarwal & Sons (HUF) was the original landlord/owner of the property in queestion bearing no. M-116, Connaught Plaace also known as M-116A, Connauught Place, New Delhi – 110001. T he said original owner/landlord haad executed two different lease deeds dated 27th August, 1980 and 25th August, 1981 with respect to the propeerty in favour of appellant no.1. The rent mentioned in the two respective lease deeds was Rs. 600/- and Rs. 250/- per month. The said lease deeds gave right to appellant no.1 to induct further sub-tenants, apart from other rightss as mentioned in the aforesaid lease deeds.
Accordinglyy, appellant no.1 inducted various suub-tenants in the property after connverting the same into 18 units/spaces. Further, a few of those sub-tenants gave possession of their respective spaces to other sub-tenants/occupiers.
Subsequentlly, vide letter dated 31st March, 2001 apppellant no.1 was informed by the original owner/landlord, M/s Ved Prakkash Aggarwal & Sons (HUF) that the rights with respect to the property in question stand created in favour of respondents No.1 to 5 herein. Appellant no.1 sent reply dated 23rd May, 2001 asking for details of the transfer documents and to execute fresh lease deed, if there were valid documents. As per the case of appellants, the saiid details were never furnished. Thus, a ppellant no.1 did not accept responddents No.1 to 5 to be the actual transferee or his landlord.
Afterwards, appellant no.1 filed various suits to dep osit rent in court, in which respondents No. 1 to 5 herein were also made partties, in addition to the original owner/landlord, M/s Ved Prakash Aggarwal & Sons (HUF). Respondents No.1 to 5 herein were allowed to withdraw thhe rent in the said suits filed on behalf of appellant no.1 herein.
Subsequentlly, a suit for possession and recovery of mesne profits, CS (OS) No. 2576/2010 was filed by respondents No.1 to 5 herein before this Court. In the said suit, respondents No.1 to 5 raised a pleaa that the lease of appellant no.1 was terminated vide notice dated 24th Au gust, 2006. Since rent qua the said property in question fetched a rate higheer than Rs. 3500/-per month (in vieww of arrangement of sub-tenants with the actual occupiers), it was averred that respondents No.1 to 5 herein were entitlled for a decree of possession.
Appellant no.1 filed an application, being I.A. No. 8796/2011 in the said suit under Orrder VII Rule 11 CPC seeking rejectionn of plaint on the basis that there waas no cause of action in favour of responddents herein, in as much as the suit for possession was filed by them withouut there being any document of title or transfer document of any nature. Vide order dated 13th May, 2013, the leaarned Single Judge dismissed the applicaation under Order VII Rule 11 CPC. Thereafter, vide a further order dated 23rd May, 2013, learned Single Judge passed the decree of ejectment in favoour of respondents No.1 to 5. The preesent appeal has been filed by appellantss being aggrieved by the said order dated 13th May, 2013 and decree of ejectment dated 23rd May, 2013 passed by the learned Single Judge.
On behalf of appellants, it is contended that appellants are within their legal right to deny the title of respondents No. 1 to 5 / plaintiffs, in view of the fact that appelllants were not put in possession of the suit properties by said respondents/pplaintiffs and no title document is existinng in their favour. Learned counsel foor appellants relies upon decision of the Supreme Court in Subhash Chandraa vs Mohd Sharit & Others, AIR 1990 SC 636 wherein it has been held that the doctrine of estoppel applies where thhe tenant has been let into possession by the plaintiff.
He further submits that appellants never accepted thheir tenancy from respondents and any deposit of rent before the Rent Controller was without prejudice to the rigghts and contentions of appellants. He alsso relies upon the decision of the Calcutta High Court in Sambhunath Miishra vs Khaitan Consultant Ltd., AIR 2005 Cal 281 wherein it has been held that “a tenant is estopped from disputing the title of his landlord at the time of induction but he is not preccluded from disputing the derivative titlee of a third party who claims title onn the basis of transfer from inducting landlord and even if, the tenant erroneoously pays rent to such derivative title holder, once it is proved that accordding to the law no title has really been coonveyed in favour of such third party.”
It is the caase on behalf of appellants that no doocument showing transfer of title from M/s Ved Prakash Aggarwal & Sons (HUF) to respondents No.1 to 5, was ever filed in court. Thus, in thhe absence of any such title documennt, respondents No.1 to 5 cannot be covered under Section 109 of the Transfe r of Property Act, 1882, in as much as thhey are claiming a derivative title wiithout any document in their favour. He states that the learned Single Juddge did not consider that Section 109 of the Transfer of Property Act can only be attracted if there is a genuine transfer and there cannot be automatic attornment of tenancy by way of a sham or nominal sale deed. In support of his submission, learned counsel for thee appellants relies upon the judgmentt of Madhya Pradesh High Court in Mirkhan Nathhekhan vs Kutub Ali Tayaab Ali 1978 SCC OnLine MP 96 wherein it has been held that transfer in thee said case was a bogus and sham transaction whereby no title passed.
At the outseet learned counsel for the respondents stattes that during the pendency of the present appeal, respondent No.2 has unfortunately expired. He, however, stattes that there is no need to implead the legal heirs of deceased respond ent No.2, as all the co-owners of the suit property are represented througgh respondents No.1 and 3 to 5.
He points out that during pendency of the present appeal, appellant no.1 who was a tenant and had been put up in possession of the suit property, has been struck off vide order dated 20th Novembber, 2019 from the Register of Comppanies under Section 248 of The Comppanies Act, 2013 (“The Companies Act”). He states that though an appeal against the said striking off was filed many years ago with the Nationaal Company Law Tribunal (NCLT), yet no order qua revival of the same haas been passed till date. Consequentlly, according to him the present appeaal is liable to be dismissed on this ground alone.
Learned couunsel for respondents further points out that the issue of ‘title’ raised by appellants is a ‘boggy’ inasmuch ass in an eviction proceeding betweeen the landlord and the tenant, there is no need to prove the ownership of the suit property. He emphasises what has to be proved is that the plaintiff is the landlord of the suit property.
He contendss that such a condition is satisfied in the instant case as the original landlord – M/s Ved Prakash Aggarwal & Sons (HHUF) had attorned appellants’ tenancy and declared that the respondents No.1 to 5 had become its landlords. He points out that the said fact had also beeen incorporated in the order dated 199th May, 2004 passed by the learned Seenior Civil Judge, Delhi in the suit filed by appellant no.1 herein and on that basis, rent had been paid to the respondents.
He submits that since twelve years have elapsed after the original landlords had attorned in favour of the respondents, the question of title of the suit property has become irrelevant.
In rejoinder, learned counsel for the appellants states that the striking off order is still pending challenge before the NCLT annd, therefore, the Court should await the said judgment and the proceeedings should be adjourned sine die till then.
Further, leaarned counsel for appellants has relied upon the judgment of the Supreme Court in Commissioner of Income Taxx, Jaipur Vs M/s Gopal Shri Scrips Pvt. Ltd., Civil Appeal no. 2922/2019. He also relied on the judgment of Madurai Bench of Madras High Courtt passed in “M/s S.M.I.L.E. Micro Finance Ltd. Vs. M/s Fathi Softwardd (Pvt.) Ltd. and Others” in C.R.P. (MD) No. 176 of 2023 on 16th June, 20223, wherein it has been held as underr:-
“11. The suit that has been instituted by the first responddent in O.S.No.7 of 2016 under Order VII Rule 1 of C.P.C. cannot be short-circuited, merely because the first respondent's/plaaintiff's name has been struck off from the Register of Companies maintained by the Registrar of Companies.
The provisions of Sections 248 and 250 of the Companiees Act, 2013, make it very clear that even if the name of the Comppany is struck off frrom the Register of Companies maintained by the Registrar of Companies, its registration shall be deemed too have been cancelled from such date. However, there is no embarrgo for the suit to bee filed or to be continued for the purpose of reaalising the amountss due to the Company and for the paymeent or discharge of the liabilities or obligations of the Company. Inn other words, the Company, whose name has been struck off froom the Register of Companies maintained by the Register of Comppanies, cannot carryy on any business. However, the proceedings which have already been initiated for the https://www.mhc.tn.gov.in/judis C.R.P.(MD)No.176 of 2023 purpose of realising the amount due to the Company can be proceeded. Similarly, the assets of the Company can be atttached and brought to sale to discharge the liabilities or obligations of the Company. The Company can also enter into transactioons for discharging the liabilities and obligations even after its namme has been struck off from the Register of Companies maintained by the Registrar of Companies. Therefore, I am of the view that thhere is no case madde out for striking off the plaint, merely becauuse the name of the Company has been struck off from the Regisster of Companies maintained by the Registrar of Companies.”
Learned couunsel for appellants has also relied uponn judgment dated 11th November, 2022 passed in the case of “The Future Management & Consultancy Pvt. Ltd. Vs. M/s Lancor Holdings Limited and Others” in CS No. 630 of 2011 p assed by the High Court of Judicature at Madras, wherein it has been held as under:
“29.With reggard to the submissions of the learned counsel for the defendants 1 to 3 that the amount due to the company musst have been https://www.mhc.tn.gov.in/judis C.S.No.630 of 2011 already determined and not one which has to be determined in legal proceedings,, this Court is not inclined to subscribe to this view expressed byy the learned counsel for the defendants 1 to 3 for the reason that even as per the meaning of the term "due" in the Black's Law Dictionary, due includes lawful, remaining unpaid, reasonable, payable. If the plaintiff is able to prove his claim in the suit thatt claim is certainly an amount due to the pllaintiff company, “DDetermined” and “determinable amount” due to the company cann be enforced by the company.
In this vieew of the matter, this Court finds that the suit which was filed in 2011, commencement of examination of PWW1 on 28.07.2017 on the basis of the board resolution on 29.05 .2017, can be proceeeded for recovery of the amount due to the commpany, despite the fact that the company had been struck off froom the register of companies with effect from 26.09.2017. Accorddingly, this issue is answered against the defendants 1 to 3.”
We have heard learned counsel for the parties and perused the record.
This Court finds that the original landlord, M/s Ved Prakash Aggarwal & Sons (HUF) who had put appellant no.1 in possession of the suit property, had attorned the appellants’ tenancy annd declared that respondents No.1 to 5 had become landlords for all pracctical purposes in respect of the renteed accommodation, specifically detailed in the Lease Deed i.e. IInd floor and mazanine of the property no.M-116, (M-116A), Connaught Place, New Delhi-01. The attornment letter dated 31st March, 2021 is reproducedd hereinbelow:-
“Dated:- 31.3.2001
Regd. AD//UPC/SPEEDPOST
To
M/s Rajendra Properties (Delhi) (P) Ltd.
M-52A Connaught Circus
New Delhi-110001
Kinnd Attention Mr. Rajender Jaina
Sir,
As per lease deed dt. 27.08.1980 and 25.08.1981 exeecuted between you and us you are tenant in respect of a portiion of second floor and mazanine in property no. M-116 (now known as M-116A) Connaught Place, New Delhi at the rate of Rs. 850/-per month (Rs. 600/-+Rs.250/-)
As You know that the said property is mutated in the Land and Development office, New Delhi, in the name of Ajay Aggarwal and Akhil Aggarwal both co-partner of Ved Prakash Aggarwal & Sons ( HUF) and tenancy was created in your favour on behalf of owners namely Sh. Ajay Aggarwal and Akhil Aggarwal by the Karta of Ved Prakash Aggarwal & Sons (HUF) namely sh. Ved Prakash Aggarwal who is the father of the ownerss of the aforesaid property.
We have already conveyed you telephonically and persoonally to pay the rent of the aforesaid premises w.e.f. August, 97 at the aforesaid rate to 1. Sh. Ashok Bansal S/o Sh. Shree Kishan Bansal, 2. Smt. Murti Devi W/o Sh. Srikishan Bansal, 3. Smt. Nirmal Baansal W/o Sh. R.N. Bansal, 4. Smt. Babita Bansaal W/o Sh. Ashok Bansal, 5. Smt. Manju Bansal W/o Sh. Rajesh Bansal R/o A-26, Preet Vihar, Delhi as we owners of the building (Ajay Aggarwal & Akhil Aggarwal) have executed transfeerring title in their favour in respect of the portion in your tenanncy as per the Lease Deed referred above.
Now once again it is requested kindly deal with Sh. Ashok Bansal in future in respect of the rented accommodatiion in your tenancy detailed in aforesaid Lease Deed and paay the arrears of the rent to him and he is authorized to receivve the rent and issue the receipt to you. Therefore your tenanccy has been attorned and this have became landlord for all particular purposes of you in respect of the aforesaid rented accommoddation specifically detailed in the lease deed i.e. IInd floor and mazanine of the property no. M-116, (M-116A), Connaugh t Place, New Delhi-110001.
Please notte: Copy kept
With regarrds,
Ved Prakaash Aggarwal & Sons (HUF)”
Further, it iss also to be noted that appellant no.1 had filed various suits in the court of Sennior Civil Judge, Delhi being Suit Nos. 6664/2003, 72/2004, 73/2004, 454/20044, 455/2004, 456/2004 & 374/2004 to depposit rent in court. In the said suits, the original owner M/s Ved Prakash Aggarwal & Sons (HUF) along with respondents No.1 to 5 herein were arrayeed as respondents. In the said suits, original owner M/s Ved Prakash Aggarwal & Sons (HUF) filed its written staatement whereby it categorically pleaded and reiterated its submission of having attorned the tenancy in favour of resspondents No.1 to 5 herein. In the saaid proceedings, respondents No.1 to 5 herein, who were respondents No.2 to 6, were permitted to withdraw the rent that had been deposited by appellant no.1 herein in court. One such ordeer dated 19th May, 2004 passed by Seenior Civil Judge, Delhi which is on recoord, is reproduced as here under:
“Present: Advocate for parties
Respondent no.1 in the W.S./Reply which is duly supported by affidavit staated that he is transfer all his interest in favour of respondent nos. 2 to 6.
Let respondeent nos. 2 to 6 accept the amount deposited in the Court without prejuudice to his rights and claims against the petitioner.
Accordingly,, petition filed by the petitioner stands disposed. Petitioner stands disch arged to the extent of amount deposited in the Court.
Announced in open court.
19/5/2004
Sd/-
DAYA PRAKASH
SENIOR CIVIL JUDGEE, DELHI”
It is also to be noted that now despite passage of more than 22 years since the original owner attorned the tenancy in favour of respondents No.1 to 5 herein, neither M/s Ved Prakash Aggarwal & Sons (H UF) nor any of its constituents has deemanded the rent from appellant no.1, exxcept respondents No.1 to 5 herein. In this regard, learned Single Judge in the impugned order dated 13th May, 2 013 has categorically held as follows:
“5. Howevver, what is interesting in the present case is thhat the letter of M//s. Ved Prakash Aggarwal & Sons (HUF) to the defendant Noo. 1/applicant for attorning to the plaintiffs is of as far back as of 31st January, 2001. The counsel for the defeendant No.1/applicaant on enquiry states that neither M/s. Ved Prrakash Aggarwal & Sons (HUF) nor anyone else except the plaaintiffs have since then claimed to be the landlord of the premises or demanded reent from the defendant No. 1/applicant. It has coome in pleadings a nd has not been disputed by the counsels for the defendants thhat M/s. Ved Prakash Aggarwal & Sons (HUF) was a party to the proceedings by the defendant No.1 for deposit of rent in the Court and in the said proceedings also disclaimeed any rights to the property and confirmed the rights of the plaintiffs to rent from thee defendant No. 1/applicant.
More than twelve years have elapsed since the defeendant No.1/applicaant was first asked to so attorn the plaintiffs. This Court in Millk Food Vs. Kiran Khanna 51 (1993) DLT 141 has in a similar siituation held that where twelve years have lapsed during the pendency of suit, notice thereof can be take n and irrespective of a deficiency in title even if any of the person claiming to be the landlord, it is not open to the tenant to deeny the relationship.
It is si gnificant that in a suit between a landlord and tenant, as the present suit professes to be, the question of title is irrelevant annd not to be adjudicated. Reliance in this regard can be placed on Sri Ram Pasricha Vs. Jagqnnath AIR 1976 SC 2335, State of A.P. Vs. D. Raghukul Parshad (2012) 8 SC C 584 and Jai Bhawan Mittal Vs. Meena Join MANU/DE/0587/20013”.
It is pertinent to note here that Supreme Court in the case of Ambica Prasad Vs. Mohd. Alam and Another, (2015) 13 SCC 13 has held that the definition of landdlord includes not only the owner but also any person receiving rent, whhether on his own account or for the bennefit of any other person or as a trustee, guardian, or receiver for any other peerson. Thus, it has been held as followws:
“12. From the definition of “landlord”, it is clear that the definition is couched in a very wide language, according to which not only the owner but also any person receiving rent, whether on his own account or on behalf of or for the benefit of any other person or as a trustee, guardian, or receiver for any other person, is also the landlord. However, for the purpose of eviction of a tenant on thee ground of personal need or reasonable requirement, one must shoow that he is the owner of the building.
………….
On the q uestion of tenancy, both the trial court and thee High Court have not considered the provision of Section 109 of the Transfer of Property Act.
“109. Rights of lessor's transferee.—If the lessor traansfers the prooperty leased, or any part thereof, or any part of his interesst therein, the transferee, in the absence of a coontract to the contrary, shall possess all the rights, and, if the lessee so eleccts, be subject to all the liabilities of the lessorr as to the prooperty or part transferred so long as he is the owner of it; b ut the lessor shall not, by reason only of such trransfer cease to be subject to any of the liabilities imposedd upon him by the lease, unless the lessee elects to treat the transfeeree as the person liable to him:
Providded that the transferee is not entitled to arrears of rent due beefore the transfer, and that, if the lessee, not having reason to believe that such transfer has been made , pays rent to the lessor, the lessee shall not be liable to pay such rent ovver again to the transferee.
The leessor, the transferee and the lessee may deteermine what proportion of the premium or rent reserved by the lease is payable in respect of the part so transferred, and, in case thhey disagree, such determination may be made by any court having jurisdiction to entertain a suit foor the possession of the property leased.”
From a peruusal of the aforesaid section, it is manifest that after the transfer of lessor's right in favour of the transferee, the latter gets all rights and liabilities of the lessor in respect of subsisting tenancy. Thee section does not insist that transfer will take effect only when thhe tenant attorns. It is well settled that a transfeeree of the landlord's rights steps into the shoes of the landlord w ith all the rights annd liabilities of the transferor landlord in resppect of the subsistinng tenancy. The section does not require that the transfer of the right of the landlord can take effect only if the tenant attornns to him. Attornment by the tenant is not necesssary to confer validdity of the transfer of the landlord's rights. Since attornment by the tenant is not required, a notice under Section 106 in termms of the old terms of lease by the trannsferor (sic transfereee) landlord would be proper and so also the suit for ejectment.”
The aforesaid detailed discussion clearly manifests that in the order dated 19th May, 20004, the original landlord had affirmed before the learned Senior Civil Judgee, Delhi that he had transferred all his intterest in favour of the respondents No.1 to 5 and they were entitled to acccept the amount deposited in the C ourt, without prejudice to their rights and claims.
Since more than twelve years have elapsed after apppellant no.1 was asked to attorn to respondents No.1 to 5, learned Single Judge in the impugned order coorrectly relying upon the decision passed in Milk Food vs Kiran Khanna; 511 (1993) DLT 141 held that irrespective of any deficiency in title of the person claiming to be the landlord, it is not open to the tenant to deny the relatio nship. Consequently, this Court is in aggreement with the finding of the learned Single Judge that the question of titl e is irrelevant and need not be adjudicated.
In view of the aforesaid, the plea raised on behhalf of appellants questioning the entitlement and status of respondents No.1 to 5 qua the property in questioon is found without any merits.
Another important aspect to be noted by this Courrt is that name of appellant no.1 hass been struck off from the Register of Companies under Section 248 of thee Companies Act, 2013 vide order datedd 20th November, 2019. Though the appeal on behalf of appellant no.1 is p ending before the NCLT since the yeear 2021, yet despite lapse of reasonable time the name of appellant no.1 has not been restored on the Register of Coompanies till date. Therefore, appellant no.1/Company is not a legal entity as on date which can maintain the preseent proceedings. Appellant no.1 has ceased to operate as a company and thus, cannot maintain the present proceedingss.
Reliance on Section 250 of the Companies Act, 20013 by appellants herein is totally miisplaced. Section 250 of the Companies Act, 2013 reads as follows:
“250. Effecct of company notified as dissolved.— Whhere a company stands dissolved under section 248, it shall on an d from the date mentioned in the notice under sub-section (5) of that section ceasse to operate as a company and the Certificcate of Incorporatio n issued to it shall be deemed to have been canncelled from such daate except for the purpose of realising the amou nt due to the compaany and for the payment or discharge of the liabbilities or obligationns of the company.”
Reading of the aforesaid Section makes it evident that a company will stand dissolved uppon removal of its name from the Registter of Companies, except for the purpose of realizing the amount due to the company and for the payment or diischarge of the liabilities or obligations of the company. The present proceedings pending before this Court aree neither for the purpose of realizinng the amount due to the company nor foor the payment or discharge of the liabilities or obligations of the commpany. Thus, the judgments relied on behalf of appellants are clearly distinnguishable and do not assist appellannts in any manner. The judgments of Madras High Court pertain to cases wherein the dissolved company had filed suits for recovery of amounts due to the company, which is not the casse in the present proceedings.
Similarly, thhe judgment in Commissioner of Income Tax, Jaipur Vs M/s Gopal Shri Sccrips Pvt. Ltd., Civil Appeal no. 2922/20119, does not come to the assistance of appellants in any manner. The said caase deals with the claim of Income Tax Department wherein the Income Taxx Department had filed an appeal beefore Rajasthan High Court against a coompany. The said appeal was dismissed by the High Court on the ground thaat the name of the company had beeen struck off from the Register of Commpanies. In view thereof, Supreme Court held that dismissal of appeal of Income Tax Department by Higgh Court was not legally sustainable. Howwever, the present case falls on a different footing. Claim by Income Tax autthorities against a company falls within the purview of discharge of thhe liabilities and obligations of the company. Whereas, the present appeal does not deal with the issue of realizaation of any amount due to the appellant no. 1 company or discharge of the liabilities or obligations of appellant no. 1 company. Therefore, the afo resaid judgment would have no applicability to the facts and circumstances of the present case.
It is to be noted that the learned Single Judge had segregated the suit with respect to recovery of possession and recovery of mesne profits. Decree of ejectment wass passed against appellants herein qua the relief of possession sought on behalf of respondents No. 1 to 5 herrein. However, as regards the relief of mesne profits against appellantss herein, by the impugned order dated 23rd May, 2013, learned Single Judge had framed an issue on the said aspect. It was further directed that evidence shall be led on the said issue regaarding claim of mesne profits. The suit before the learned Single Judge is sttill pending on the aspect of recovery of mesne profits. Therefore, appellaants would have the right to defend thee said suit as the same relates to thhe liabilities or obligations that may be levied upon the appellants.
Since this Court has come to a finding that the presennt proceedings are not maintainable by appellant no.1 in view of the fact that the same already stands dissolved inn view of its name having been removed from the Register of Companies, it is held that the other appellants also cannnot maintain the present appeal. Thhis is for the the reason that other appeellants have been inducted into sub-tenancy by appellant no.1 or other sub-tenants of appellant no.1. Therefore, other appellants do not have any privity of contract with respondents No. 1 to 5 herein, as they were not inducted by the original owner from whom respondents No.1 to 5 derive their right over the property in question.
In view of the aforesaid detailed discussion, it is helld that the present appeal is not mainntainable by appellants. Further, on meritts also, this Court finds no ground for interference in the impugned orders passed by the learned Single Judge.
Accordinglyy, the present appeal is dismissed both on merits and maintainability.