Winding-up jurisdiction permits landlord claims over alleged unlawful sub-letting to proceed in the company court.

A company court exercising winding-up jurisdiction may refuse a disclaimer application and permit the landlord to proceed in the company court where the dispute concerns alleged unlawful sub-letting and questions arising in the winding up under section 446(2) of the Companies Act, 1956. The alleged creation of sub-tenancy without prior written consent, which could constitute a ground for eviction under the West Bengal Premises Tenancy Act, 1956, justified inquiry in the winding-up forum. Because the official liquidator did not place material showing whether written consent had been obtained, the refusal of disclaimer and grant of liberty to sue were upheld as within jurisdiction.

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Issues: Whether, while refusing a disclaimer application under section 535 of the Companies Act, 1956, the company court could grant liberty to the landlord to institute a suit in the company court to establish alleged illegal sub-tenancy and recover the property.

Analysis: The company court has jurisdiction under section 446(2) of the Companies Act, 1956 to entertain suits against a company in liquidation concerning questions arising in the winding up. The landlord alleged creation of sub-tenancy without prior written consent, which, under section 13 of the West Bengal Premises Tenancy Act, 1956, would furnish a ground for eviction. As the official liquidator did not place material before the court to clarify whether written consent had been obtained, refusal of disclaimer under section 535 and grant of liberty to proceed in the company court were held to be within jurisdiction.

Conclusion: The grant of liberty was valid and the challenge by the alleged sub-tenant failed.

Final Conclusion: The appeals were dismissed, and the company court's order was upheld as within its jurisdiction.

Ratio Decidendi: A company court, while dealing with a disclaimer application in winding up, may refuse disclaimer and permit the landlord to sue in the company court where the dispute involves alleged unlawful sub-letting and questions arising in the winding up fall within section 446(2) of the Companies Act, 1956.

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