M/S Rajendras Properties (Delhi) Pvt. Ltd. & Ors. v. Ashok Bansal & Ors.

10. It is the case on behalf of appellant transfer of title from M/s Ved Prakash Aggarwal & Sons (HUF) to respondents No.1 to 5, was ever filed in court. Thus, in the absence of any such title document, respondent 109 of the Transfer of Property Act, 1882, in as much as they are claiming a derivative title without any document in their favour. learned Single Judge did not consid 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 the appell upon the judgment of Madhya Pradesh High Court in vs Kutub Ali Tayab Ali 1978 SCC OnLine MP 96 that transfer in the said case was a bogus and sham transaction whereby no held that the doctrine of estoppel applies where the tenant has been sion by the plaintiff. He further submits that appellants never accepted their tenancy from respondents and any deposit of rent before the Rent Controller was without prejudice to the rights and contentions of appellants. He also Calcutta High Court in Sambhunath Mishra vs Khaitan AIR 2005 Cal 281 wherein it has been held is estopped from disputing the title of his landlord at the time of induction but he is not precluded from disputing the derivative title of a third party who claims title on the basis of transfer from inducting landlord and even if, the tenant erroneously pays rent to such derivative title holder, once it is proved that according to the law no title has really been conveyed in favour of such third party.” It is the case on behalf of appellants that no document showing transfer of title from M/s Ved Prakash Aggarwal & Sons (HUF) to 1 to 5, was ever filed in court. Thus, in the absence of any title document, respondents No.1 to 5 cannot be covered under Section 109 of the Transfer of Property Act, 1882, in as much as they are claiming a derivative title without any document in their favour. He ned Single Judge 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 the appell upon the judgment of Madhya Pradesh High Court in Mirkhan Nathhekhan vs Kutub Ali Tayab Ali 1978 SCC OnLine MP 96 wherein it has been held that transfer in the said case was a bogus and sham transaction whereby no where the tenant has been ppellants never accepted their tenancy from ontroller was without also relies upon the ambhunath Mishra vs Khaitan wherein it has been held that “a tenant is estopped from disputing the title of his landlord at the time of induction disputing the derivative title of a third party who claims title on the basis of transfer from inducting landlord and even if, the tenant erroneously pays rent to such derivative title holder, once it is been conveyed in favour that no document showing transfer of title from M/s Ved Prakash Aggarwal & Sons (HUF) to 1 to 5, was ever filed in court. Thus, in the absence of any.[1] to 5 cannot be covered under Section 109 of the Transfer of Property Act, 1882, in as much as they are claiming a He states that the er 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 the appellants relies Mirkhan Nathhekhan wherein it has been held that transfer in the said case was a bogus and sham transaction whereby no title passed.

11. At the outset pendency of the present appeal, respondent He, however, states that there is no need to implead the legal heirs of deceased respondent represented through respondent

12. 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 2 Register of Companies under Section 248 of (“The Companies Act”) striking off was filed many years ago with the Tribunal (NCLT), yet date. Consequently, according to him the present appeal is liable to be dismissed on this ground alone.

13. Learned counsel for respondents ‘title’ raised by appellants is a proceeding between the landlord and the tenant, there is no need to prove the ownership of the suit property. He the plaintiff is the landlord of the suit property.

14. He contends that such original landlord – appellants’ tenancy and declared that the respondent its landlords. He points out that the said fact had also been incorporated in the order dated 19 Delhi in the suit filed by appellant no.1 herein At the outset learned counsel for the respondents states that during the pendency of the present appeal, respondent No.2 has unfortunately expired. He, however, states that there is no need to implead the legal heirs of deceased respondent No.2, as all the co-owners of the suit property are represented through 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 November, 2019 from the Register of Companies under Section 248 of The Companies Act (“The Companies Act”). He states that though an appeal against the said striking off was filed many years ago with the National Company Law, yet no order qua revival of the same has been passed till date. Consequently, according to him the present appeal is liable to be dismissed on this ground alone. Learned counsel for respondents further points out that the issue of ‘title’ raised by appellants is a ‘boggy’ inasmuch as in an eviction proceeding between 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 plaintiff is the landlord of the suit property. He contends that such a condition is satisfied in the instant case as the – M/s Ved Prakash Aggarwal & Sons (HUF) had attorned appellants’ tenancy and declared that the respondents No.1 t its landlords. He points out that the said fact had also been incorporated in the order dated 19th May, 2004 passed by the learned Senior Civil Judge, in the suit filed by appellant no.1 herein and on that basis, rent had learned counsel for the respondents states that during the.[2] has unfortunately expired. He, however, states that there is no need to implead the legal heirs of the suit property are 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 November, 2019 from the he Companies Act, 2013. He states that though an appeal against the said National Company Law revival of the same has been passed till date. Consequently, according to him the present appeal is liable to be points out that the issue of inasmuch as in an eviction proceeding between the landlord and the tenant, there is no need to prove the es what has to be proved is that in the instant case as the rakash Aggarwal & Sons (HUF) had attorned.[1] to 5 had become its landlords. He points out that the said fact had also been incorporated in May, 2004 passed by the learned Senior Civil Judge, and on that basis, rent had been paid to the respondents.

15. 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.

16. In rejoinder, learned counsel for the appellants off order is still pending challenge before the NCLT and, therefore, the Court should await the said judgment and the proceedings should be adjourned sine die

17. Further, lea of the Supreme Court in Gopal Shri Scrips Pvt. Ltd., the judgment of Madurai Bench of Madras High Court S.M.I.L.E. Micro Finan Others” in C.R.P. (MD) No. 176 of 2023 been held as under “11. The suit that has been instituted by the first respondent in O.S.No.7 of 2016 under Order VII Rule 1 of short-circuited, merely because the first respondent's/plaintiff's name has been struck off from the Register of Companies maintained by the Registrar of Companies.

12. The provisions of 2013, make it very clear that even if the name of the Company is struck off from the Register of Companies maintained by the been cancelled from such date. However, there is no embargo for the suit to be filed or to be continued for the purpose of realising the amounts due to the Company and for the payment or discharge of the liabilities or obligati words, the Company, whose name has been struck off from the Register of Companies maintained by the Register of Companies, cannot carry on any business. However, the proceedings which have already been initiated for the 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 and, therefore, the Court should await the said judgment and the proceedings should be till then. Further, learned counsel for appellants has relied upon the judgment of the Supreme Court in Commissioner of Income Tax, Jaipur Vs M/s Gopal Shri Scrips Pvt. Ltd., Civil Appeal no. 2922/2019. the judgment of Madurai Bench of Madras High Court S.M.I.L.E. Micro Finance Ltd. Vs. M/s Fathi Softward (Pvt.) Ltd. and C.R.P. (MD) No. 176 of 2023 on 16th June, 2023 under:-

11. The suit that has been instituted by the first respondent in O.S.No.7 of 2016 under Order VII Rule 1 of C.P.C. cannot be circuited, merely because the first respondent's/plaintiff'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 Companies Act, 2013, make it very clear that even if the name of the Company is struck off from the Register of Companies maintained by the been cancelled from such date. However, there is no embargo for the suit to be filed or to be continued for the purpose of realising the amounts due to the Company and for the payment or discharge of the liabilities or obligations of the Company. In other words, the Company, whose name has been struck off from the Register of Companies maintained by the Register of Companies, cannot carry on any business. However, the proceedings which have already been initiated for the He submits that since twelve years have elapsed after the original landlords had attorned in favour of the respondents, the question of title of states that the striking off order is still pending challenge before the NCLT and, therefore, the Court should await the said judgment and the proceedings should be relied upon the judgment Commissioner of Income Tax, Jaipur Vs M/s. He also relied on the judgment of Madurai Bench of Madras High Court passed in “M/s ce Ltd. Vs. M/s Fathi Softward (Pvt.) Ltd. and June, 2023, wherein it has

11. The suit that has been instituted by the first respondent in C.P.C. cannot be circuited, merely because the first respondent's/plaintiff's name has been struck off from the Register of Companies of the Companies Act, 2013, make it very clear that even if the name of the Company is struck off from the Register of Companies maintained by the tion shall be deemed to have been cancelled from such date. However, there is no embargo for the suit to be filed or to be continued for the purpose of realising the amounts due to the Company and for the payment or ons of the Company. In other words, the Company, whose name has been struck off from the Register of Companies maintained by the Register of Companies, cannot carry on any business. However, the proceedings which have already been initiated for the https://www.mhc.tn.gov.in/judis purpose of realising the amount due to the Company can be proceeded. Similarly, the assets of the Company can be attached and brought to sale to discharge the liabilities or obligations of the Company. The discharging the liabilities and obligations even after its name has been struck off from the Register of Companies maintained by the no case made name of the Company has been struck off from the Register of Companies maintained by the Registrar of Companies.

18. Learned counsel for appellants has 11th November, 2022 passed in the case of Consultancy Pvt. Ltd. Vs. M/s Lancor Holdings Limited and Others” No. 630 of 2011 passed by the High Court of Judicature at Madras, wherein it has been held as “29.With regard to t defendants 1 to 3 that the amount due to the company must have been https://www.mhc.tn.gov.in/judis determined and not one which has to be determined in legal proceedings, this Court expressed by 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 suit that claim is certainly an amount due to the plaintiff company, “Determined” and “determinable amount” due to the company can be enforced by the company.

30. In this view of the matter, this Court finds was filed in 2011, commencement of examination of PW[1] on 28.07.2017 on the basis of the board resolution on 29.05.2017, can be proceeded for recovery of the amount due to the company, despite the fact that the company had been struck o register of companies with effect from 26.09.2017. Accordingly, this issue is answered against the defendants 1 to 3. /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 attached and brought to sale to discharge the liabilities or obligations of the Company. The Company can also enter into transactions for discharging the liabilities and obligations even after its name has been struck off from the Register of Companies maintained by the no case made out for striking off the plaint, merely because the name of the Company has been struck off from the Register of Companies maintained by the Registrar of Companies.” Learned counsel for appellants has also relied upon judgment dated November, 2022 passed in the case of “The Future Management & Consultancy Pvt. Ltd. Vs. M/s Lancor Holdings Limited and Others” passed by the High Court of Judicature at Madras, wherein under:

29. With regard to the submissions of the learned counsel for the defendants 1 to 3 that the amount due to the company must 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 by 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 that claim is certainly an amount due to the plaintiff company, “Determined” and “determinable amount” due to the company can be enforced by the company. In this view of the matter, this Court finds that the suit which was filed in 2011, commencement of examination of PW[1] on 28.07.2017 on the basis of the board resolution on 29.05.2017, can be proceeded for recovery of the amount due to the company, despite the fact that the company had been struck off from the register of companies with effect from 26.09.2017. Accordingly, this issue is answered against the defendants 1 to 3.” 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 attached and brought to sale to discharge the liabilities or obligations of Company can also enter into transactions for discharging the liabilities and obligations even after its name has been struck off from the Register of Companies maintained by the out for striking off the plaint, merely because the name of the Company has been struck off from the Register of relied upon judgment dated “The Future Management & Consultancy Pvt. Ltd. Vs. M/s Lancor Holdings Limited and Others” in CS passed by the High Court of Judicature at Madras, wherein he submissions of the learned counsel for the defendants 1 to 3 that the amount due to the company must have C.S.No.630 of 2011 already determined and not one which has to be determined in legal is not inclined to subscribe to this view expressed by 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, the plaintiff is able to prove his claim in the suit that claim is certainly an amount due to the plaintiff company, “Determined” and “determinable amount” due to the that the suit which was filed in 2011, commencement of examination of PW[1] on 28.07.2017 on the basis of the board resolution on 29.05.2017, can be proceeded for recovery of the amount due to the company, ff from the register of companies with effect from 26.09.2017. Accordingly,

19. We have heard learned counsel for the parties and perused the record.

20. This Court finds that the original landlord, M/s Aggarwal & Sons (HUF) suit property, had attorned the appellants’ tenancy and declared that respondents No.1 to 5 had become landlords for all practical purposes in respect of the rented accommodation i.e. IInd floor and mazanine of the property no.M Connaught Place, New Delhi 2021 is reproduced hereinbelow: Regd. AD/UPC/SPEEDPOST To M/s Rajendra Properties (Delhi) (P) Ltd. M- New Delhi Kind Attention Mr. Rajender Jaina Sir, As per lease deed dt. 27.08.1980 and 25.08.1981 executed between you and us you are tenant in respect of a portion of second floor as M-116A) Connaught Place, New Delhi at the rate of Rs. 850/-per month (Rs. 600/ As You know that the said property is mutated in the Land and Development office, New Delhi, in the name of Ajay Agg and Akhil Aggarwal both co & 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 Ag the owners of the aforesaid property. We have already conveyed you telephonically and personally 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 Bansal W/o Sh. R.N. Bansal, 4. Smt. Babita Bansal W/o Sh. Ashok Bansal, 5. Smt. Manju Bansal W/o Sh. Rajesh Bansal We have heard learned counsel for the parties and perused the record. This Court finds that the original landlord, M/s Aggarwal & Sons (HUF) who had put appellant no.1 in possession of the suit property, had attorned the appellants’ tenancy and declared that.[1] to 5 had become landlords for all practical purposes in respect of the rented accommodation, specifically detailed in the Lease Deed i.e. IInd floor and mazanine of the property no.M- Connaught Place, New Delhi-01. The attornment letter dated 31 2021 is reproduced hereinbelow:- “Dated:- 31.3.2001 Regd. AD/UPC/SPEEDPOST M/s Rajendra Properties (Delhi) (P) Ltd. -52A Connaught Circus New Delhi-110001 Kind Attention Mr. Rajender Jaina As per lease deed dt. 27.08.1980 and 25.08.1981 executed between you and us you are tenant in respect of a portion of second floor and mazanine in property no. M-116 (now known 116A) Connaught Place, New Delhi at the rate of Rs. per month (Rs. 600/-+Rs.250/-) Development office, New Delhi, in the name of Ajay Agg 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 owners of the aforesaid property. We have already conveyed you telephonically and personally 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 al, 2. Smt. Murti Devi W/o Sh. Srikishan Bansal, 3. Smt. We have heard learned counsel for the parties and perused the record. This Court finds that the original landlord, M/s Ved Prakash who had put appellant no.1 in possession of the suit property, had attorned the appellants’ tenancy and declared that.[1] to 5 had become landlords for all practical purposes in, specifically detailed in the Lease Deed -116, (M-116A),

01. The attornment letter dated 31st March, 31.3.2001 As per lease deed dt. 27.08.1980 and 25.08.1981 executed between you and us you are tenant in respect of a portion of 116 (now known 116A) Connaught Place, New Delhi at the rate of Rs. Development office, New Delhi, in the name of Ajay Aggarwal 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 garwal who is the father of We have already conveyed you telephonically and personally 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 al, 2. Smt. Murti Devi W/o Sh. Srikishan Bansal, 3. Smt. R/o A-26, Preet Vihar, Delhi as we owners of the building (Ajay Aggarwal & Ak title in their favour in respect of the portion in your tenancy 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 accommodati your tenancy detailed in aforesaid Lease Deed and pay the arrears of the rent to him and he is authorized to receive the rent and issue the receipt to you. Therefore your tenancy has been attorned and this have became landlord for all particular purposes of you in respect of the aforesaid rented accommodation specifically detailed in the lease deed i.e. IInd floor and mazanine of the property no. M Connaught Place, New Delhi Please note: Copy kept With regards, Ved Prakash

21. Further, it is also to be noted that appellant no.1 had filed various suits in the court of Senior Civil Judge, Delhi 73/2004, 454/2004, 455/2004, 456/2004 & 374/2004 In the said suits, the original owner M/s Ved Prakash Aggarwal & Sons (HUF) along with respondents In the said suits, original owner M/s Ved Prakash Aggarwal & Sons (HUF) filed its written statement whereby it cate submission of having attorned the tenancy in favour of respondents 5 herein. In the said proceedings respondents No.2 to 6, were permitted to withdraw the rent that had deposited by appellant no.1 herein in court. One such order dated 19 2004 passed by Senior Civil Judge, Delhi which is on record, is reproduced as here under: “Present: Respondent no.1 in the W.S./Reply which is duly supported by 26, Preet Vihar, Delhi as we owners of the building (Ajay Aggarwal & Akhil Aggarwal) have executed transferring title in their favour in respect of the portion in your tenancy as per the Lease Deed referred above. Bansal in future in respect of the rented accommodati your tenancy detailed in aforesaid Lease Deed and pay the arrears of the rent to him and he is authorized to receive the rent and issue the receipt to you. Therefore your tenancy has been attorned and this have became landlord for all particular oses of you in respect of the aforesaid rented 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-110001. Please note: Copy kept With regards, Ved Prakash Aggarwal & Sons (HUF)” Further, it is also to be noted that appellant no.1 had filed various suits in the court of Senior Civil Judge, Delhi being Suit Nos. 664/2003, 72/2004, 73/2004, 454/2004, 455/2004, 456/2004 & 374/2004 to deposit rent in court. he said suits, the original owner M/s Ved Prakash Aggarwal & Sons (HUF) along with respondents No.1 to 5 herein were arrayed as filed its written statement whereby it categorically pleaded and reiterated its submission of having attorned the tenancy in favour of respondents In the said proceedings, respondents No.1 to 5 herein, who were 2 to 6, were permitted to withdraw the rent that had deposited by appellant no.1 herein in court. One such order dated 19 2004 passed by Senior Civil Judge, Delhi which is on record, is reproduced Advocate for parties 26, Preet Vihar, Delhi as we owners of the building hil Aggarwal) have executed transferring title in their favour in respect of the portion in your tenancy as Bansal in future in respect of the rented accommodation in your tenancy detailed in aforesaid Lease Deed and pay the arrears of the rent to him and he is authorized to receive the rent and issue the receipt to you. Therefore your tenancy has been attorned and this have became landlord for all particular oses of you in respect of the aforesaid rented accommodation specifically detailed in the lease deed i.e. IInd 116A), Further, it is also to be noted that appellant no.1 had filed various suits Suit Nos. 664/2003, 72/2004, to deposit rent in court. he said suits, the original owner M/s Ved Prakash Aggarwal & Sons 1 to 5 herein were arrayed as respondents. gorically pleaded and reiterated its submission of having attorned the tenancy in favour of respondents No.1 to 1 to 5 herein, who were 2 to 6, were permitted to withdraw the rent that had been deposited by appellant no.1 herein in court. One such order dated 19th May, 2004 passed by Senior Civil Judge, Delhi which is on record, is reproduced affidavit stated that he is transfer all his interest in favour of respondent nos. 2 to 6. Let respondent nos. 2 to 6 accept the amount deposited in the Court without prejudice to his rights and Accordingly, petition filed by the petitioner stands disposed. Petitioner stands discharged to the extent of amount deposited in the Court. Announced in open court. 19/5/2004

22. It is also to be noted that now despit since the original owner attorned the tenancy in favour of respondents to 5 herein, neither M/s Ved Prakash Aggarwal & Sons (HUF) nor any of its constituents has demanded the rent No.1 to 5 herein. In this regard, learned Single Judge in the impugned order dated 13th May, 2013 has categorically held as follows: “5. However, what is interesting in the present case is that the letter of M/s. Ve defendant No. 1/applicant for attorning to the plaintiffs is of as far back as of 31 No.1/applicant on enquiry states that neither M/s. Ved Prakash Aggarwal & Sons (HUF) have since then claimed to be the landlord of the premises or demanded rent from the defendant No. 1/applicant. It has come in pleadings and has not been disputed by the counsels for the defendants that M/s. Ved Prakas party to the proceedings by the defendant No.1 for deposit of rent in the Court and in the said proceedings also disclaimed any rights to the property and confirmed the rights of the plaintiffs to rent from the defendant No. 1

6. More than twelve years have elapsed since the defendant No.1/applicant was first asked to so attorn the plaintiffs. This Court in Milk affidavit stated that he is transfer all his interest in favour of respondent nos. 2 to 6. Let respondent nos. 2 to 6 accept the amount deposited in the Court without prejudice to his rights and claims against the petitioner. Accordingly, petition filed by the petitioner stands disposed. Petitioner stands discharged to the extent of amount deposited in the Court. Announced in open court.

DAYA PRAKASH SENIOR CIVIL JUDGE, 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 to 5 herein, neither M/s Ved Prakash Aggarwal & Sons (HUF) nor any of its constituents has demanded the rent from appellant no.1, except respondents. In this regard, learned Single Judge in the impugned order May, 2013 has categorically held as follows: However, what is interesting in the present case is that the letter of M/s. Ved Prakash Aggarwal & Sons (HUF) to the defendant No. 1/applicant for attorning to the plaintiffs is of as far back as of 31st January, 2001. The counsel for the defendant No.1/applicant on enquiry states that neither M/s. Ved Prakash Aggarwal & Sons (HUF) nor anyone else except the plaintiffs have since then claimed to be the landlord of the premises or demanded rent from the defendant No. 1/applicant. It has come in pleadings and has not been disputed by the counsels for the defendants that 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 disclaimed any rights to the property and confirmed the rights of the plaintiffs to rent from the defendant No. 1/applicant. More than twelve years have elapsed since the defendant Milk Food Vs. Kiran Khanna 51 (1993) DLT 141 affidavit stated that he is transfer all his interest in favour of Let respondent nos. 2 to 6 accept the amount deposited in the Court claims against the petitioner. Accordingly, petition filed by the petitioner stands disposed. Petitioner stands discharged to the extent of amount deposited in the Court. Sd/- DAYA PRAKASH SENIOR CIVIL JUDGE, DELHI” e 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 (HUF) nor any of its from appellant no.1, except respondents. In this regard, learned Single Judge in the impugned order However, what is interesting in the present case is that the d Prakash Aggarwal & Sons (HUF) to the defendant No. 1/applicant for attorning to the plaintiffs is of as far January, 2001. The counsel for the defendant No.1/applicant on enquiry states that neither M/s. Ved Prakash nor anyone else except the plaintiffs have since then claimed to be the landlord of the premises or demanded rent from the defendant No. 1/applicant. It has come in pleadings and has not been disputed by the counsels for the h 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 disclaimed any rights to the property and confirmed the rights of the plaintiffs to More than twelve years have elapsed since the defendant 51 (1993) DLT 141 has in a similar situation held that where twelve years have during the pendency of suit, notice thereof can be taken 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 deny the relationship.

7. It is significant that in a suit between a landlord and tenant, as the present suit professes to be, the question of title is irrelevant and not to be adjudicated. Reliance in this regard can be placed on 2335, State of A.P. Vs. D. Raghukul Parshad and Jai Bhawan Mittal Vs. Meena Join

23. It is pertinent to note here that Prasad Vs. Mohd. Alam and Another, (2015) 13 SCC 13 definition of landlord includes not only the owner but also any person receiving rent, whether on his own account or for the benefit of any other person or as a trustee, guardian, or receiver for any other person. Thus, it has been held as follows: “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 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 the ground of personal need or reasonable requirement, one must show that he is the owner of the buil ………….

15. On the question of tenancy, both the trial court and the High Court have not considered the provision of Section 109 of the Transfer of Property Act. “109. Rights of lessor's transferee the property leased, or any p interest therein, the transferee, in the absence of a contract to the contrary, shall possess all the rights, and, if the lessee so elects, be subject to all the liabilities of the lessor as to the property or part transferr of it; but the lessor shall not, by reason only of such transfer cease to be subject to any of the liabilities imposed upon him by the lease, unless the lessee elects to treat the a similar situation held that where twelve years have lapsed during the pendency of suit, notice thereof can be taken 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 deny the relationship. It is significant that in a suit between a landlord and tenant, as the present suit professes to be, the question of title is irrelevant and not to be adjudicated. Reliance in this regard can be placed on Sri Ram Pasricha Vs. Jagqnnath AIR 1976 SC ate of A.P. Vs. D. Raghukul Parshad (2012) 8 SCC 584 Jai Bhawan Mittal Vs. Meena Join MANU/DE/0587/2013 It is pertinent to note here that Supreme Court in the case of Prasad Vs. Mohd. Alam and Another, (2015) 13 SCC 13 definition of landlord includes not only the owner but also any person receiving rent, whether on his own account or for the benefit of any other person or as a trustee, guardian, or receiver for any other person. Thus, it has as follows:. 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 the ground of personal need or reasonable requirement, one must show that he is the owner of the building. On the question of tenancy, both the trial court and the High Transfer of Property Act. Rights of lessor's transferee.—If the lessor transfers the property leased, or any part thereof, or any part of his interest therein, the transferee, in the absence of a contract to the contrary, shall possess all the rights, and, if the lessee so elects, be subject to all the liabilities of the lessor as to the property or part transferred so long as he is the owner of it; but the lessor shall not, by reason only of such transfer cease to be subject to any of the liabilities imposed upon him by the lease, unless the lessee elects to treat the lapsed during the pendency of suit, notice thereof can be taken 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 deny the It is significant that in a suit between a landlord and tenant, as the present suit professes to be, the question of title is irrelevant and not to be adjudicated. Reliance in this regard can 1976 SC

MANU/DE/0587/2013”. Supreme Court in the case of Ambica Prasad Vs. Mohd. Alam and Another, (2015) 13 SCC 13 has held that the definition of landlord includes not only the owner but also any person receiving rent, whether on his own account or for the benefit of any other person or as a trustee, guardian, or receiver for any other person. Thus, it has. 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 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 the ground of personal need or reasonable requirement, On the question of tenancy, both the trial court and the High If the lessor transfers art thereof, or any part of his interest therein, the transferee, in the absence of a contract to the contrary, shall possess all the rights, and, if the lessee so elects, be subject to all the liabilities of the lessor as to ed so long as he is the owner of it; but the lessor shall not, by reason only of such transfer cease to be subject to any of the liabilities imposed upon him by the lease, unless the lessee elects to treat the transferee as the person liable to him: Provided that the transferee is not entitled to arrears of rent due before 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 over a The lessor, the transferee and the lessee may determine what proportion of the premium or rent reserved by the lease is payable in respect of the part so transferred, and, in case they disagree, such determination may be made by any court having jurisdiction to entertain a suit for the possession of the property leased.” From a perusal 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 liabili tenancy. The section does not insist that transfer will take effect only when the tenant attorns. It is well settled that a transferee of the landlord's rights steps into the shoes of the landlord with all the rights and liabilities of the transferor landlord in respect of the subsisting tenancy. The section does not require that the transfer of the right of the landlord can take effect only if the tenant attorns to him. Attornment by the tenant is not necessary t confer validity of the transfer of the landlord's rights. Since attornment by the tenant is not required, a notice under Section 106 in terms of the old terms of lease by the transferor (sic transferee) landlord would be proper and so also the suit for ejectment.”

24. The aforesaid detailed discussion clearly manifests that in the order dated 19th May, 2004, the original landlord had affirmed before the learned Senior Civil Judge, Delhi that he had transferred all his interest in favour of the respondents No deposited in the Court, without prejudice to their rights and claims.

25. Since more than twelve years have elapsed after appellant no.1 was asked to attorn to respondents impugned order correctly relying upon the decision passed in Kiran Khanna; 51 (1993) DLT 141 transferee as the person liable to him: Provided that the transferee is not entitled to arrears of rent due before 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 over again to the transferee. The lessor, the transferee and the lessee may determine what proportion of the premium or rent reserved by the lease is payable in respect of the part so transferred, and, in case they disagree, such determination may be made by any court having jurisdiction to entertain a suit for the possession of the property leased.” From a perusal 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. The section does not insist that transfer will take effect only when the tenant attorns. It is well settled that a transferee of the landlord's rights steps into the shoes of the landlord with all ghts and liabilities of the transferor landlord in respect of the subsisting tenancy. The section does not require that the transfer of the right of the landlord can take effect only if the tenant attorns to him. Attornment by the tenant is not necessary t confer validity of the transfer of the landlord's rights. Since attornment by the tenant is not required, a notice under Section 106 in terms of the old terms of lease by the transferor transferee) landlord would be proper and so also the suit for The aforesaid detailed discussion clearly manifests that in the order May, 2004, the original landlord had affirmed before the learned Senior Civil Judge, Delhi that he had transferred all his interest in favour of No.1 to 5 and they were entitled to accept the amount deposited in the Court, without prejudice to their rights and claims. Since more than twelve years have elapsed after appellant no.1 was asked to attorn to respondents No.1 to 5, learned Single Judge in the impugned order correctly relying upon the decision passed in Kiran Khanna; 51 (1993) DLT 141 held that irrespective of any deficiency Provided that the transferee is not entitled to arrears of rent due before 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 The lessor, the transferee and the lessee may determine what proportion of the premium or rent reserved by the lease is payable in respect of the part so transferred, and, in case they disagree, such determination may be made by any court having jurisdiction to entertain a suit for the From a perusal of the aforesaid section, it is manifest that after the transfer of lessor's right in favour of the transferee, the latter ties of the lessor in respect of subsisting tenancy. The section does not insist that transfer will take effect only when the tenant attorns. It is well settled that a transferee of the landlord's rights steps into the shoes of the landlord with all ghts and liabilities of the transferor landlord in respect of the subsisting tenancy. The section does not require that the transfer of the right of the landlord can take effect only if the tenant attorns to him. Attornment by the tenant is not necessary to confer validity of the transfer of the landlord's rights. Since attornment by the tenant is not required, a notice under Section 106 in terms of the old terms of lease by the transferor transferee) landlord would be proper and so also the suit for The aforesaid detailed discussion clearly manifests that in the order May, 2004, the original landlord had affirmed before the learned Senior Civil Judge, Delhi that he had transferred all his interest in favour of.[1] to 5 and they were entitled to accept the amount deposited in the Court, without prejudice to their rights and claims. Since more than twelve years have elapsed after appellant no.1 was.[1] to 5, learned Single Judge in the impugned order correctly relying upon the decision passed in Milk Food vs held that irrespective of any deficiency in title of the person claiming to be the landlord, it is not open to th to deny the relationship. Consequently, this Court is in agreement with the finding of the learned Single Judge that the question of title is irrelevant and need not be adjudicated.

26. In view of the aforesaid, the plea raised on behalf of appellan questioning the entitlement and status property in question is found without any merits.

27. Another important aspect to be noted by this Court is that name of appellant no.1 has been struck off from the Register of Compani Section 248 of the Companies Act, 2013 vide order dated 20

2019. Though the appeal on behalf of appellant no.1 is pending before the NCLT since the year 2021, appellant no.1 has not been restored Therefore, appellant no.1/Company maintain the present proceedings. company and thus,

28. Reliance on Section 250 of the Companies Act, 2013 by appellants herein is totally misplaced. Section 250 of the Companies Act, 2013 reads as follows: “250. Effect of company notified as dissolved company stands dissolved under section 248, it shall on and from the date mentioned in the notice under sub section cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled from such date except for the purpose of realising the amount due to the company and for the payment or discharge of the liabilities or obligations of the company.

29. Reading of the aforesaid Section makes it evident that a company will stand dissolved upon removal of its name from the Register of Companies, in title of the person claiming to be the landlord, it is not open to th to deny the relationship. Consequently, this Court is in agreement with the finding of the learned Single Judge that the question of title is irrelevant and need not be adjudicated. In view of the aforesaid, the plea raised on behalf of appellan questioning the entitlement and status of respondents No. property in question is found without any merits. Another important aspect to be noted by this Court is that name of appellant no.1 has been struck off from the Register of Compani Section 248 of the Companies Act, 2013 vide order dated 20

2019. Though the appeal on behalf of appellant no.1 is pending before the year 2021, yet despite lapse of reasonable time appellant no.1 has not been restored on the Register of Companies Therefore, appellant no.1/Company is not a legal entity as on date which can maintain the present proceedings. Appellant no.1 has ceased to operate as a, cannot maintain the present proceedings. Reliance on Section 250 of the Companies Act, 2013 by appellants herein is totally misplaced. Section 250 of the Companies Act, 2013 reads as

250. Effect of company notified as dissolved.— Where a stands dissolved under section 248, it shall on and from the date mentioned in the notice under sub-section (5) of that section cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled h date except for the purpose of realising the amount due to the company and for the payment or discharge of the liabilities or obligations of the company.” Reading of the aforesaid Section makes it evident that a company will stand dissolved upon removal of its name from the Register of Companies, in title of the person claiming to be the landlord, it is not open to the tenant to deny the relationship. Consequently, this Court is in agreement with the finding of the learned Single Judge that the question of title is irrelevant and In view of the aforesaid, the plea raised on behalf of appellants No.1 to 5 qua the Another important aspect to be noted by this Court is that name of appellant no.1 has been struck off from the Register of Companies under Section 248 of the Companies Act, 2013 vide order dated 20th November,

2019. Though the appeal on behalf of appellant no.1 is pending before the despite lapse of reasonable time the name of the Register of Companies till date. is not a legal entity as on date which can Appellant no.1 has ceased to operate as a cannot maintain the present proceedings. Reliance on Section 250 of the Companies Act, 2013 by appellants herein is totally misplaced. Section 250 of the Companies Act, 2013 reads as Where a stands dissolved under section 248, it shall on and from section (5) of that section cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled h date except for the purpose of realising the amount due to the company and for the payment or discharge of the liabilities Reading of the aforesaid Section makes it evident that a company will stand dissolved upon removal of its name from the Register of Companies, except for the purpose of realizing the amount due to the company and for the payment or discharge of the liabili The present proceedings pending before this Court are neither for the purpose of realizing the amount due to the company nor for the payment or discharge of the liabilities or obligations of the company. judgments relied on behalf of appellants are clearly distinguishable and do not assist appellants in any manner. pertain to cases wherein the dissolved company had filed suits for recovery of amounts due to the company, which i proceedings.

30. Similarly, the judgment in M/s Gopal Shri Scrips Pvt. Ltd., to the assistance of appellants in any manner. The said case deals with t claim of Income Tax Department wherein the Income Tax Department had filed an appeal before Rajasthan High Court against a company. The said appeal was dismissed by the High Court on the ground that the name of the company had been struck off from the R thereof, Supreme Court held that dismissal of appeal of Income Tax Department by High Court was not legally sustainable. However, the present case falls on a different footing. Claim by Income Tax authorities against a company falls within the purview of discharge of the liabilities and obligations of the company. Whereas, the present appeal does not deal with the issue of realization of any amount due to the appellant no. 1 company or discharge of the liabilities or obligation Therefore, the aforesaid judgment would have no applicability to the facts and circumstances of the present case. except for the purpose of realizing the amount due to the company and for the payment or discharge of the liabilities or obligations of the company. The present proceedings pending before this Court are neither for the purpose of realizing the amount due to the company nor for the payment or discharge of the liabilities or obligations of the company. nts relied on behalf of appellants are clearly distinguishable and do appellants 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 case in the present Similarly, the judgment in Commissioner of Income Tax, Jaipur Vs M/s Gopal Shri Scrips Pvt. Ltd., Civil Appeal no. 2922/2019 to the assistance of appellants in any manner. The said case deals with t claim of Income Tax Department wherein the Income Tax Department had filed an appeal before Rajasthan High Court against a company. The said appeal was dismissed by the High Court on the ground that the name of the company had been struck off from the Register of Companies. In view thereof, Supreme Court held that dismissal of appeal of Income Tax Department by High Court was not legally sustainable. However, the present case falls on a different footing. Claim by Income Tax authorities against a falls within the purview of discharge of the liabilities and obligations of the company. Whereas, the present appeal does not deal with the issue of realization of any amount due to the appellant no. 1 company or discharge of the liabilities or obligations of appellant no. 1 company. Therefore, the aforesaid judgment would have no applicability to the facts and circumstances of the present case. except for the purpose of realizing the amount due to the company and for ties or obligations of the company. The present proceedings pending before this Court are neither for the purpose of realizing the amount due to the company nor for the payment or discharge of the liabilities or obligations of the company. Thus, the nts relied on behalf of appellants are clearly distinguishable and do of Madras High Court pertain to cases wherein the dissolved company had filed suits for recovery s not the case in the present Commissioner of Income Tax, Jaipur Vs Civil Appeal no. 2922/2019, does not come to the assistance of appellants in any manner. The said case deals with the claim of Income Tax Department wherein the Income Tax Department had filed an appeal before Rajasthan High Court against a company. The said appeal was dismissed by the High Court on the ground that the name of the egister of Companies. In view thereof, Supreme Court held that dismissal of appeal of Income Tax Department by High Court was not legally sustainable. However, the present case falls on a different footing. Claim by Income Tax authorities against a falls within the purview of discharge of the liabilities and obligations of the company. Whereas, the present appeal does not deal with the issue of realization of any amount due to the appellant no. 1 company or s of appellant no. 1 company. Therefore, the aforesaid judgment would have no applicability to the facts

31. It is to be noted that the learned Single Judge had segregated the suit with respect to recovery of possession of ejectment was passed against appellants herein possession sought on behalf of respondents regards the relief of mesne profits against appellants herein, by the impugned order dated 23 issue on the said aspect. It was further directed that evidence shall be led on the said issue regarding claim of mesne profits Single Judge is still pending on the aspect of recovery of mesne profits. Therefore, appellants would have the right to defend the said suit as the same relates to the liabilities or ob appellants.

32. Since this Court has come to a finding that the present proceedings are not maintainable by appellant no.1 stands dissolved in view of its name having been removed of Companies, it is held that the present appeal. This is for the the reason that other appellants have been inducted into sub-tenancy by appellant no.1 or other sub 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 in question.

33. In view of the aforesaid deta appeal is not maintainable by appellants. Further, on merit finds no ground for interference in the impugned orders passed by the learned Single Judge. 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 was passed against appellants herein qua the relief of possession sought on behalf of respondents No. 1 to 5 herein. However, as regards the relief of mesne profits against appellants 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 regarding claim of mesne profits. The suit before the learned Therefore, appellants would have the right to defend the said suit as the same relates to the liabilities or obligations that may be levied upon the Since this Court has come to a finding that the present proceedings are not maintainable by appellant no.1 in view of the fact that stands dissolved in view of its name having been removed of Companies, it is held that the other appellants also cannot maintain the present appeal. This is for the the reason that other appellants have been tenancy by appellant no.1 or other sub-tenants of appellant refore, other appellants do not have any privity of contract with 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 view of the aforesaid detailed discussion, it is held that the present appeal is not maintainable by appellants. Further, on merit finds no ground for interference in the impugned orders passed by the learned Single Judge. It is to be noted that the learned Single Judge had segregated the suit and recovery of mesne profits. Decree qua the relief of 1 to 5 herein. However, as regards the relief of mesne profits against appellants herein, by the May, 2013, learned Single Judge had framed an issue on the said aspect. It was further directed that evidence shall be led on. The suit before the learned Therefore, appellants would have the right to defend the said suit as the ligations that may be levied upon the Since this Court has come to a finding that the present proceedings are in view of the fact that the same already stands dissolved in view of its name having been removed from the Register other appellants also cannot maintain the present appeal. This is for the the reason that other appellants have been tenants of appellant refore, other appellants do not have any privity of contract with 1 to 5 herein, as they were not inducted by the original 1 to 5 derive their right over the property iled discussion, it is held that the present appeal is not maintainable by appellants. Further, on merits also, this Court finds no ground for interference in the impugned orders passed by the

34. Accordingly, the present appeal is dismis maintainability.

AUGUST 08, 2023 KA/au Accordingly, the present appeal is dismissed both on merits and MANMOHAN, J MINI PUSHKARNA, J, 2023 both on merits and MANMOHAN, J MINI PUSHKARNA, J