Lease protection and jurisdiction clauses require strict construction; expired lease obligations and Delhi jurisdiction were upheld.

Section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985 was unavailable to shield a lessee that continued to retain and use wind-mills after the lease period had expired, so the provision could not be used to resist payment of lease rentals or return of the leased assets. The jurisdiction clause was also construed strictly: an exclusion of a competent court's jurisdiction must be clear, unambiguous and specific. Because the lease wording was capable of more than one meaning and did not unmistakably oust other competent courts, the Delhi courts' jurisdiction was not excluded.

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Issues: (i) Whether section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985 protected the appellant from payment of lease rentals and from returning the leased wind-mills. (ii) Whether clause 11.6 of the lease agreement validly conferred exclusive jurisdiction on the Pune courts and excluded the jurisdiction of the Delhi courts.

Issue (i): Whether section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985 protected the appellant from payment of lease rentals and from returning the leased wind-mills.

Analysis: The protection under section 22 was held to be unavailable because the appellant was continuing to retain and use wind-mills that were not its property after the lease period had expired. The reasoning treated the situation as outside the protective ambit of the provision, and the earlier Supreme Court decision on similar protective claims was applied to hold that the section could not be used to resist both payment obligations and return of the leased equipment.

Conclusion: The appellant was not entitled to protection under section 22 for either non-payment of lease rentals or continued possession of the wind-mills.

Issue (ii): Whether clause 11.6 of the lease agreement validly conferred exclusive jurisdiction on the Pune courts and excluded the jurisdiction of the Delhi courts.

Analysis: The clause was examined against the settled rule that exclusion of a competent court's jurisdiction must be clear, unambiguous and specific. Although the word "exclusive" appeared in the clause, the wording was capable of more than one construction and did not unmistakably exclude other competent courts. Where two interpretations are possible, the wider construction favouring retention of jurisdiction is to be preferred unless the ouster is expressed in unmistakable terms.

Conclusion: The clause did not oust the jurisdiction of the Delhi courts, and the objection based on exclusive Pune jurisdiction failed.

Final Conclusion: The appeal failed on both the statutory protection point and the jurisdiction objection, leaving the respondent entitled to the reliefs sustained by the High Court.

Ratio Decidendi: An ouster of the jurisdiction of competent courts must be expressed in clear, unambiguous and specific terms, and section 22 of SICA cannot be invoked to retain possession of leased assets and avoid lease obligations after the lease has expired.

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