Company Court jurisdiction in winding up extends to restoration of leased premises after expiry when no renewal lease is concluded.

The Calcutta HC noted that a Company Court exercising winding-up jurisdiction under section 446(2) can grant effective relief concerning property connected with liquidation, including restoration of possession. It held that a transferee of only the residue of a lease cannot retain the premises after expiry where no fresh renewal lease was concluded, and the Official Liquidator's lack of actual possession does not defeat jurisdiction. The Court further found that the relief sought was not barred by limitation because it was not an attempt to set aside the auction sale, and the West Bengal Non-Agricultural Tenancy Act, 1949 did not defeat the landlords' claim to possession.

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Issues: (i) whether the Company Court could, under section 446(2) of the Companies Act, 1956, direct restoration of possession of the demised premises after expiry of the lease, (ii) whether the application was barred by limitation, and (iii) whether the relief claimed was barred by the West Bengal Non-Agricultural Tenancy Act, 1949.

Issue (i): whether the Company Court could, under section 446(2) of the Companies Act, 1956, direct restoration of possession of the demised premises after expiry of the lease

Analysis: Section 446(2) confers wide jurisdiction on the Company Court to decide questions arising in the winding up, including claims and questions of law or fact connected with the liquidation. The lease sale conveyed only the residue of the lease term, and the renewal clause never resulted in a fresh lease because no mutual terms were settled. On expiry of the lease, the transferees could not retain possession as against the landlords. The fact that the Official Liquidator was not in actual possession did not deprive the Company Court of power to grant effective relief.

Conclusion: The relief of restoration of possession was maintainable and the Company Court could direct delivery of possession to the appellants.

Issue (ii): whether the application was barred by limitation

Analysis: The application was not one for setting aside the auction sale. It proceeded on the basis that only the unexpired residue of the lease had been sold and sought restoration after the lease expired. The limitation objection based on the date of confirmation of sale therefore did not apply to the relief actually claimed.

Conclusion: The application was not barred by limitation.

Issue (iii): whether the relief claimed was barred by the West Bengal Non-Agricultural Tenancy Act, 1949

Analysis: The deed of lease itself governed surrender on expiry and the treatment of structures and fixtures. The lessees had approached the landlords for renewal and thereby accepted their title. In these circumstances, the West Bengal Non-Agricultural Tenancy Act, 1949 had no application to defeat the landlords' claim for possession.

Conclusion: The relief claimed was not barred by the West Bengal Non-Agricultural Tenancy Act, 1949.

Final Conclusion: The appeal succeeded, the impugned order was set aside, and the Official Liquidator was directed to hand over possession of the demised premises to the appellants.

Ratio Decidendi: Where a company court is seized of a winding up matter, it may grant effective relief regarding property dealt with in liquidation, and a transferee of only the residue of a lease cannot resist restoration of possession after the lease expires when no renewal is concluded.

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