Winding-up jurisdiction and rent-control limits: company court may hear the dispute, but cannot permit a transfer barred by rent law.

The winding-up court retained jurisdiction under section 446 of the Companies Act over proceedings concerning leased premises in liquidation, even though the premises were governed by rent-control legislation; applying harmonious construction, the special company-law jurisdiction was not excluded by the general rent-law forum provision, so the maintainability objection failed. The court also stated that the Official Liquidator could not transfer or alienate the leased property in breach of the Rent Act's restrictions on assignment or subletting; those statutory limits continued to operate after winding up, and any transfer had to fall within the narrow exception for a transfer of the business as a going concern. Standalone transfer of the leasehold interest was impermissible.

---

---

Issues: (i) Whether the company court had jurisdiction to entertain an application concerning recovery of possession and restraint against transfer of leased premises governed by the Rent Act; (ii) Whether the Official Liquidator could transfer or otherwise alienate the leased land in breach of the prohibitions contained in the Rent Act.

Issue (i): Whether the company court had jurisdiction to entertain an application concerning recovery of possession and restraint against transfer of leased premises governed by the Rent Act.

Analysis: The special jurisdiction conferred on the winding-up court by section 446 of the Companies Act operated in the specific field of proceedings by or against a company in liquidation and was wide enough to include proceedings relating to leased premises, notwithstanding the general jurisdictional provision in section 28 of the Rent Act. Applying the principle of harmonious construction and the rule that a special provision prevails over a general one, the company court was not denuded of jurisdiction merely because the premises were subject to rent-control legislation.

Conclusion: The preliminary objection to maintainability was rejected and the company court was held competent to entertain the application.

Issue (ii): Whether the Official Liquidator could transfer or otherwise alienate the leased land in breach of the prohibitions contained in the Rent Act.

Analysis: The rights and obligations of landlord and tenant continued to subsist after winding up until dissolution, and the protections and restrictions under the Rent Act remained operative. A court could not sanction an act by the Official Liquidator that would amount to a breach of law. The prohibition against subletting, assignment or transfer under section 15 of the Rent Act could not be disregarded merely because the property formed part of the company's assets. Transfer of the leasehold interest was permissible only to the extent the statutory exception relating to transfer of the business as a going concern applied; an independent transfer of the leased land, divorced from such a transfer, remained impermissible.

Conclusion: The Official Liquidator was restrained from transferring the leased land independently of the business as a going concern; the prayer for immediate recovery of possession was not pressed and was not granted.

Final Conclusion: The application succeeded only to the limited extent of preventing an impermissible standalone transfer of the leased property, while preserving the applicant's future remedies and leaving possession undisturbed for the time being.

Ratio Decidendi: Where property of a company in liquidation is governed by rent-control legislation, the winding-up court may exercise jurisdiction under the Companies Act, but it cannot permit the Official Liquidator to act in breach of the statutory restrictions on transfer or assignment contained in the rent law.

---