M.A. Khader vs M/s. General Radio Appliances (P) Ltd. and another

Kondaiah, J.—The Civil Revision Petition, by the landlord is directed against the judgment and decree of the Chief Judge, City Small Cause Court, Hyderabad, reversing the order of the Rent Controller, Secunderabad who allowed his application u/s 10(2)(ii)(a) of the Andhra Pradesh Buildings (Lease, Rent and Eviction) Control Act (hereinafter referred to as ''the Act'') directing the respondents to vacate and deliver vacant possession to him of the portion of the premises bearing No. 8092/1/2 (New No. 5-1-1) situate at Rashtrapathi Road, Secunderabad.

The front corner portion of the premises which was constructed prior to August, 1957 and owned by the petitioner, was let out on January 12, 1959, to M/s. General Radio and Appliances Private Limited the first respondent herein, on a monthly rent of Rs. 200/- as per the rental agreement executed on that day. The rental agreement does not provide for sub-letting or assignment of the premises but prohibits sub-letting. The petitioner issued a notice dated December 26, 1968, terminating the tenancy of the first respondent. On April 7, 1969, R.C. No. 96 of 1969 was filed by the petitioner before the Rent Controller, Secunderabad, against respondents 1 to 3 for their eviction from the premises in question and for vacant possession thereof on two grounds:-

(1) unauthorised sub-letting of the premises by the first respondent; and

(2) wilful default in payment of rent from 7-10-1968 to 7-4-1969.

Respondents 1 and 2 filed a joint counter contending that there was neither sub-letting nor assignment of the tenancy rights by the first respondent to the 2nd respondent, that the first respondent-company was amalgamated with the second respondent-company by operation of law under the scheme of amalgamation and order of the High Court of Bombay under Sections 391 and 394 of the Indian Companies Act, that the judgment of the Bombay High Court is judgment in rem and it binds the petitioner also even though he is not a party to the proceeding, that by reason of the order of the Bombay High Court, all the property rights and powers of every description including tenancy rights held by R-l company have been blended with the second respondent-company and that there was no wilful default in payment of rent and therefore the eviction petition must be dismissed.

The petitioner examined himself as P.W. 1 in addition to one Mohammad Abdul Bub as P.W. 2 and filed Exhibits P-1 to P-6 in support of his claim for eviction. The respondents examined first respondent''s clerk, Venkataraman as R.W. 1, its Branch Manager as R.W. 2 and the former Branch Manager as R. W. 3 and filed Exs. R-1 to R-6 in support of their defence. The learned Rent Controller on a consideration of the entire evidence on record, oral and documentary, came to the conclusion that there was no wilful default in payment of rent for the period in question. But, however, he held that the first respondent company had sublet the premises to the 2nd respondent-company without the written consent of the landlord as the amalgamation of the first respondent company with the second respondent-company amounts to sub-letting or assignment and directed eviction as prayed for. On appeal by the tenant the Court of Chief Judge, City Small Cause Court, Hyderabad disagreed with the Rent Controller holding that by reason of amalgamation of first respondent company with second respondent-company, first respondent-company had not sub-let the premises or assigned the leasehold rights in the premises to second respondent-company in violation of the terms of the rental agreement, Ex. P-6 dated 12-1-1969. The Appellate Court was of the view that the involuntary transfer of the leasehold rights of first respondent-company to second respondent-company in respect of the premises in question, is the result of the order of amalgamation passed by the High Court of Bombay, that it does not amount to sub-letting in violation of the terms of the lease agreement prohibiting sub-letting, that the first respondent-company is the marketing cell of 2nd respondent-company and therefore, the legal possession of first respondent-company of the premises is not lost in spite of the amalgamation and that the landlord though not a party to the amalgamation proceedings, is not entitled to ignore the legal consequences of the order and scheme of amalgamation passed by the Bombay High Court. Consequently, the appellate court reversed the order of the Rent Controller, allowed the appeal and dismissed the eviction petition, Hence this civil revision petition by the landlord. This revision petition, at the first instance, came up before our learned brother A.V. Krishna Rao, J., who felt that this case involves an important question of law and referred it to Division Bench. That is how this case has come up before us.

The sum and substance of the contention of Mr. Kuppuswamy Iyyengar, the learned counsel appearing for the petitioner, is that the provisions of Section 10(2)(ii)(a) of the Act prohibits sub-letting of the premises unless agreed upon by the landlord in the rental agreement, that there is no provision in the agreement, Ex. P-6 for sub-letting or assignment and by virtue of the order of amalgamation of first respondent-company with second respondent-company, there is no entity such as first respondent-company in the eye of law subsequent to the order of amalgamation, that the first respondent-company was merged with the second respondent-company and the rights and interests of first respondent-company including the tenancy rights over the premises in question had, in the eye of law, been transferred to the second respondent-company on account of the acts of volition on the part of the two companies, that it amounts to subletting of the premises or assignment of the tenancy rights by first respondent-company to second respondent-company without the authority of law or permission or consent of the landlord and that, therefore, the respondents are liable for eviction.

This claim of the petitioner is resisted by Mr. Sitarama Sastry, learned counsel for the respondents contending inter alia that the order of amalgamation passed by the Bombay High Court should be treated as operational law and consequently the transfer of the rights, including the tenancy rights, of first respondent-company to second respondent-company is not by an act of the tenant but by the force of the order of the Bombay High Court to amalgamate the two companies, and that the amalgamation does not amount to subletting and, therefore, there is no subletting as pleaded by the petitioner. In support of his submission Mr. Sitarama Sastry elaborated the effect of, and what amounts to, amalgamation and cited some passage in Halsbury''s Laws of England and the decisions in Walker''s Settlement, In Re Corporation of the Royal Exchange Assurance v. Walker, (1935) 1 Ch. 567 and Somayajulu v. Hope Prudhomme & Co., Madras, (1963) 2 Andh WR 112 and other decisions, which we shall refer at appropriate places.

Upon the respective contentions of the parties, the following question arises for decision: Whether on the facts and in the circumstances, the arrangement between first respondent-company and second respondent-company for amalgamation amounts to unauthorised transfer or sub-letting of tenancy without the landlord''s consent, entitling the landlord to evict the tenant u/s 10(2)(ii)(a) of the Act.

The answer to the question turns upon the provisions of Section 10(2)(ii)(a) of the Act and the legal import and impact of the amalgamation of first respondent-company with the second respondent-company u/s 391 read with Section 394 of the Companies Act, 1956. Section 10(2)(ii)(a) of the Act reads thus:

A landlord who seeks to evict his tenant shall apply to the Controller for a direction in that behalf. If the Controller, after giving the tenant a reasonable opportunity of showing cause against the application, is satisfied-

(i) xx xx xx xx

(ii) that the tenant has, in the Andhra Area, after the 23rd October, 1945, and in the Telangana area after the commencement of the Hyderabad House Rent Control Order of 1353 Fasli, without the written consent of the landlord-

(a) transferred his right under the lease or sublet the entire building or any portion thereof if the lease does not confer on him any right to do so, or

This provision entitles a landlord to evict his tenant if the tenant has without his (landlord''s) written consent transferred his (tenant''s) right under the lease or sublet the entire building or any portion thereof if there is no specific power or right to do so under the lease agreement. The transfer of the tenant''s right under lease or sub-letting of the entire building or any portion thereof must be subsequent to 23-10-1945 in the Andhra Area and after the commencement of the Hyderabad House Rent Control Order of 1353 Fasli in the case of Telangana Area. Where lease itself provides for transfer of the tenant''s right under the lease or for sub-letting the whole or any portion of the building, this provision will not come into play if the tenant transfers his right or sublets the building. If the landlord, permits such a transfer or sub-letting, the landlord cannot subsequently seek relief for eviction under this provision. Where an unauthorised transfer of the tenant''s leasehold right or subletting of the building or any portion thereof takes place, the landlord who seeks to evict his tenant shall apply to the Controller for a direction in that behalf. The Controller, after affording reasonable opportunity to the tenant to show cause as to why he should not be evicted, if satisfied about the ingredients of Section 10(2)(ii)(a), shall make an order directing the tenant to handover to the landlord the possession of the building. If, on the other hand, the Controller is not satisfied about the claim of the landlord far eviction, be shall reject the application for eviction.

The petitioner herein is the landlord of the premises. He has rented out the premises to the first respondent for non-residential purpose on January 12, 1959, under the rental agreement, Ex. P-6. The agreement does not authorise the tenant either to transfer its rights under the lease or to sub-let the premises or any portion thereof. On the other hand, the lease deed prohibits the tenant from either transferring his right under the lease or subletting the premises or any portion thereof. In view of the fact that the lease in favour of first respondent-company granted by the petitioner-landlord does not confer on first respondent-company any right to transfer its right under the lease or to sublet the premises or any portion thereof, the landlord would be justified and entitled to evict the tenant, if there is a transfer or subletting, as the case may be, without his written consent. Indisputably, no written consent or permission of any kind of the landlord has been obtained by the first respondent-company to transfer its leasehold right or to sublet the premises. This brings us to examine the legal import, impact and effect of the order of amalgamation passed by the Bombay High Court u/s 394 of the Companies Act on March 27, 1968, which is marked as Ex. R-2.

The first respondent-company was the petitioner in Company Petition No. 4 of 1968 before the High Court of Judicature at Bombay for the sanction of the scheme of amalgamation so as to be binding on all the members of the petitioner-company as the transferor company end on the National Ecko and Radio Engineering Company Ltd., the transferee company. The proposed scheme of amalgamation has been approved and agreed to unanimously by the members of the petitioner-company. The High Court of Bombay sanctioned u/s 391 of the Companies Act, the scheme of amalgamation between first respondent-company and its members as the transferor company end second respondent-company as the transferee company and its members. We may also notice the following relevant portion of the order:

This Court Doth Further Order u/s 394 of the Companies Act 1956, that the undertaking and all the property rights and powers of every description including all leases and tenancy rights, industrial, imports and all other licenses and quota rights of the petitioner-company be and they are hereby transferred to and be vested or deemed to be transferred to and be vested in the National Ecko Radio and Engineering Co. Ltd., the transferee company............ And This Court Doth Further Order under the said Section 394 of the Companies Act 1956 that the transferee company do without further application make allotment to the Members of the petitioner-Company on the 15th day of April, 1968, the New Ordinary shares of the Transferee Company to which they are entitled according to the provisions of the Scheme of Amalgamation in respect of the Equity shares of the petitioner Company held on such date and the Transfer Books of the Petitioner Company be finally closed as from the 15th day of April 1968 and the transferee company do also make payment to such members of the petitioner company according to and in the manner provided by the Schedule of Amalgamation And This Court Doth Further Order under the said Section 394 of the Companies Act 1956, that as from the 16th day of April, 1968, the Petitioner-Company shall stand dissolved without winding up And This Court Doth Further Order that the Registrar of Companies, Maharashtra at Bombay do place on end from the 16th day of April, 1968, all documents relating to the petitioner-Company registered with him on the File kept by him in relation to the National Ecko Radio and Engineering Co. Ltd., the Transferee Company and do consolidate the Files relating to the said two companies.............

From the order of amalgamation it is abundantly clear that the General Radio and Appliances Ltd., was dissolved without any winding up and was effaced from records for all practical purposes as a legal entity in existence. All the property rights and powers of every description including all the leases, tenancy, licenses and quotas of the first respondent-company were transferred and vested or deemed to be transferred and vested in the second respondent-company, the transferee company, without any further act or deed. The liabilities and duties of the transferor company are also transferred to the transferee company without any further act or deed. Any suits, appeals, matters and proceedings by or against the transferor company pending on that date should be continued by the transferee company by or against the transferor company. The file pertaining to transferor company in the office of the Registrar of Companies, Maharashtra at Bombay had been directed to be clubbed and consolidated with the files relating to the transferee company.

We may, now consider what is meant by amalgamation and its legal effect. According to Mr. Sitarama Sastry, learned counsel for the respondents, amalgamation means blending, merger, integration, mixture or union of two companies, but not assignment or sub-letting and the resultant of the companies which take part in the process of amalgamation is not the formation of a new company and hence the original company i.e., the first respondent-company is dissolved but not wound up and it is only merging and emerging process and the use of the words not wound up is very significant. He cited decisions in Walker''s Settlement, In Re Corporation of the Royal Exchange Assurance v. Walker, (1935) 1 Ch 567 and Somayajulu v. Hope Prudhomme and Co. Madras, (1963) 2 Andh WR 112 and Halsbury''s Laws of England. While considering the scope of amalgamation of a company with another company and the provisions of Section 153-A Companies Act, 1913 of the Companies Act, 1913, Venkatesam, J., in Somayajulu v. Hope Prudhomme and Co., (1963) 2 Andh WR 112 observed at page 122:

The word ''amalgamation'' has no definite legal meaning. It contemplates a state of things under which two companies are so joined as to form a third entity, or one company is absorbed into and blended with another company. Amalgamation does not involve the formation of a new company to carry on the business of the old company.

In Halsbury''s Laws of England (Third Edition) in Volume 22 at page 432 it is stated:

General effect of amalgamation. Apart from statute law, the position of a company which amalgamates with another by agreement is analogous to that of a man who enters into partnership with another; the two companies do not become jointly liable to their respective separate creditors, and neither becomes liable for the debts of the other (f).

According to Mr. Sitarama Sastry, each company must be treated as individual and amalgamation is something like two individuals entering into a partnership as the two individuals have pooled their resources and formed a partnership in which nobody else is interested. So also in the case of two companies when the process of amalgamation takes place and in such an event there is no question of sub-letting, as the first respondent company has co-interest in the transferee company, the second respondent herein. The decision in Walker''s Settlement. In Re Corporation of the Royal Exchange Assurance v. Walker, ( 1935 ) 1 Ch 567 has been relied upon by Mr. Sitarama Sastry for the proposition that amalgamation does not involve winding up that amalgamated company is in continued existence in a blended and absorbed form of amalgamating company, that the first respondent company is not wound up, that both the companies are consolidated, that there is no distribution of interests of the first respondent company as the share-holders in both the companies are made partners of the combined assets of both the companies and that, therefore, in this process of amalgamation there is no sub-letting or transferring of rights being involved, as amalgamation means existence of one in the other i.e., second respondent transferee company in the first respondent transferor company and vice versa. The decision of the Madras High Court in K. Devarajulu Naidu Vs. C. Ethirajavathi Thayaramma by power-of-attorney agent C. Ranganayakulu Chetty and Others, is relied upon by Mr. Sitarama Sastry, That case arose u/s 153-A Madras Buildings (Lease and Rent Control) Act 1946 of the Madras Buildings (Lease and Rent Control) Act 1946. The original tenancy was in favour of three persons who were partners in a firm, and after dissolution one of the partners was allowed to wind up the affairs of the partnership and thereafter was allowed to use the premises for his sole business. The question that fell for consideration was whether it amounts to transfer or sub-letting. The learned Chief Justice speaking for the Court observed at page 424 thus:-

The original tenancy was in favour of three persons who were partners in a firm. After the dissolution of the firm, one of the partners was allowed to wind up the affairs of the partnership and thereafter was allowed to use the premises for his sole business. This act on the part of the two partners other than the petitioner cannot amount to a transfer or sub-letting of the premises to the petitioner. It is true that the Courts in England have taken up an extreme view that even when one of two partners after the dissolution of the partnership assigns to the other partner the interest of the partnership in premises which had been taken on lease by the partnership, it would amount to a breach of the covenant prohibiting an assignment of the lease without the consent of the lessor.

The case before Full Bench of the Madras High Court in Sahayanidhi Virudhunagar Ltd. Vs. A.S.R. Subrahmanya Nadar and Others, arose u/s 153-A Madras Buildings (Lease and Rent Control) Act 1946 of the Companies Act, 1913. There was an order u/s 153-A Madras Buildings (Lease and Rent Control) Act 1946 transferring the assets of company in liquidation to another company. It was held that Section 153-A was enacted with a view to facilitate arrangements and compromises between a company and its creditors or share-holders which involve transfer of its assets and liabilities to other companies as part of such arrangement. The learned Judge, Viswanatha Sastri, J., speaking for the court observed at pages 210 and 211 thus:

If any such scheme or arrangement is sanctioned by Court, the Court is empowered by the section to make provision, by its order sanctioning the arrangement or any subsequent order, for the transfer of the assets and liabilities of a company in liquidation to another company styled in the section as the transferee company. Where an order of Court made under the section provides for the transfer of the assets and liabilities of a company in liquidation to another company the assets are by virtue of that order, without more, transferred to and vest in the transferee company and the liabilities of the former company are also cast upon the transferee company. Under the ordinary law of contracts while assets are assignable, liabilities under contracts or duties arising thereunder are not assignable but the effect of Section 153-A is to some extent to override the ordinary law. There is not only a vesting of assets and property but also the imposition of a liability to discharge the debts of the transferor company as a result of the order of Court passed u/s 153-A.

The contention of Mr. Sitarama Sastry that the present case is one of amalgamation of one company with another, that there is wholesale blending of the first respondent company with the second respondent company, that, the transferor company, only merges with the transferee company, and therefore, there is neither transfer, sale or purchase of shares of one company by another nor any transfer of interest in property, that by virtue of amalgamation the tenancy company was not dissolved or wound up and that the first respondent company is still in the embryo stage or shell form but has not vanished once and for all cannot be acceded to.

On a perusal of the relevant provisions of the order of amalgamation passed by the Bombay High Court, we are of the firm view that the first respondent company (transferor company) is no more in existence in the eye of law and it had effaced itself for all practical purposes and it is the second respondent i.e., transferee company that is actually in management of the affairs of the first respondent company. It is the second respondent company that has to be dealt with by all third parties in respect of any matter pertaining to the first respondent company. We are now not concerned whether amalgamation involves an act of sub-letting or transfer of the leasehold rights. The pertinent question is whether the tenant i.e., the first respondent company is still in existence in the eye of law to enable it to deal with the landlord in respect of the tenancy matter. As pointed out earlier, the landlord has not only not given any written consent for the transfer of the leasehold right or for subletting the premises, but has objected to such an act on the part of the first respondent. Admittedly the landlord was not a party to the proceeding before the Bombay High Court, which passed the order of amalgamation. The legal entity that is in existence and is capable of dealing with these matters on the relevant date is the second respondent-company but not the first respondent company. It is the second respondent company, after amalgamation that is in charge of the affairs of the first respondent-company. Section 10(2)(ii)(a) of the Act prohibits sub-letting of the premises or transfer of leasehold right without the written consent of the landlord. It is now well settled that any sub-letting of premises or transfer of leasehold right contrary to the provisions of a Statute is illegal and such sub-tenant would be liable for eviction and such sub-letting was held to be illegal and against public policy notwithstanding an agreement by the tenant with the landlord (See Waman Shriniwas Kini Vs. Ratilal Bhagwandas and Co., ). Therein sub-letting was prohibited by the statute and sub-letting or transfer of tenant''s interest was made unlawful. It was held that any agreement entered into after the commencement of the Act contrary to the provisions of Act would be unenforceable as being in contravention of express provisions of Act, which prohibits it. The decision of the Supreme Court in Raja Sri Sailendra Narayan Bhanja Deo Vs. The State of Orissa, is an authority for the proposition that when there is express provision, even though lease provides that the term ''lessee'' would include his representatives and assignees, such clause could not be construed as landlord consenting to an assignment by the lessee. The decision of this court in Jamuna Bai and Others Vs. Gampina Narayanamurthy and Others, is an authority for the proposition that a contract must be enforceable unless such contract is prohibited by law or vitiated by other circumstances and where a statute seeks to control contractual obligations, such a statute must always be strictly construed. A Division Bench of this Court in Narsiah v. Malleshu, (1960) 2 Andh WR 222 held that Abkari contracts in contravention of Rule 23 are illegal u/s 23 of the Contract Act and they are also opposed to public policy.

In the present case the landlord cannot be compelled to accept the tenancy of a third party which is said to have become the heir of the successor-in-interest of the original tenant by virtue of the scheme and act of amalgamation. The act of assignment of tenancy by first respondent to the second respondent without the consent of the landlord amounts to contravention of the provisions of Section 10(2)(ii)(a) of the Act. It is not correct to state that the first respondent had not done anything voluntarily in obtaining the order of amalgamation. As revealed from the records it is the first respondent company that applied for sanction of the scheme of amalgamation. At the instance of the share-holders of the first respondent company the amalgamation proceeding has been initiated. The process of amalgamation had taken place with the consent of the share-holders of both the companies and it cannot be said that the order of amalgamation is an involuntary one and there is no act of tenant company or the management and the share-holders did not do anything to obtain the order of amalgamation. We are not here finding fault with the policy or the intentions and objects of the first respondent company or the second respondent company in getting the sanction for amalgamation of the two companies. It may certainly be in the interests of both the companies and the share-holders thereof. But we are now concerned with the legal effect, import and impact of such a process of amalgamation between the two companies. In fact the first respondent transferor company was amalgamated with the second respondent transferee company. Subsequently the third respondent herein, i.e., National Radio and Electronics Ltd., (NELCO) has been formed after amalgamation and therefore the petitioner had to make all the three respondents as parties to this proceeding. From the provisions of Clauses 1, 5, 6 and 7 of the scheme of amalgamation, we have no doubt to hold that they indicate transfer of tenancy rights without any notice or opportunity to the landlord in this regard. As pointed out earlier, the amalgamation envisaged the scheme of transfer of tenancy rights and the principles and the intendment pertaining to amalgamation are not germane for the determination of the points at issue. The aforesaid facts have been recapitulated for the purpose of showing that the amalgamation is not an involuntary act and it has been initiated by the first respondent company and its share-holders and the scheme is not an involuntary transfer, but a transfer effected by an act of parties. The finding of the appellate Court that there was a winding up and there was an involuntary transfer is, in our opinion, erroneous as the company has not been wound up but only dissolved by an act of parties.

For all the reasons stated, we have no hesitation to hold that there is a transfer of tenancy rights by the first respondent to the second respondent without the written permission or consent of the landlord and thereby the landlord is entitled to seek eviction of the tenant u/s 10(2)(ii)(a) of the Act.

This view of ours gains support from a decision of Subba Rao, J. (as he then was) of the Madras High Court in Venkatarama Iyer v. Renters Ltd., (1951) 2 Mad LJ (N.R.C.) 57. The learned Judge, Subba Rao, J. (as he then was) had to consider a question whether a tenant is liable for eviction when the tenant company transferred business to a new company, which carried on the business in the premises. The learned Judge observed thus:-

The Madras Buildings (Lease and Rent) Control Act applies not only to residential and non-residential buildings, but also to same buildings used for both purposes. If a company doing business in a particular premises (taken on lease) transfers its business as a going concern to another company and also the net assets for consideration and thereafter the transferee company takes over the business and carries on business in the premises let out to the former company it cannot be said that there was no transfer of the right of the former company under the lease to the latter company. On such transfer the tenant is liable to be evicted.

We respectfully follow the decision of the learned Judge and adopt the reasoning for such conclusion. In Gundalapalli Rangamannar Chetty Vs. Desu Rangiah and Others, it was held that there could not be a sub-letting unless the lessee parted with legal possession. The learned Judge, Subba Rao, J. (as he then was) after consideration of the case law on the subject observed at page 183:-

It is clear from the aforesaid decisions that there cannot be a sub-letting, unless the lessee parted with legal possession. The mere fact that another is allowed to use the premises while the lessee retains the legal possession is not enough to create a sub-lease. Section 105 of the Transfer of Property Act defines a lease of immovable property as to transfer of right to enjoy such property. Therefore to create a lease or sub-lease a right to exclusive possession and enjoyment of the property should be conferred on another. In the present case the exclusive possession of the premises was not given to the second respondent.

The aforesaid decision is an authority for the proposition that if there is legal possession in the second respondent it must be held that there was sub-letting as there could not be sub-letting unless the lessee parted with legal possession. As pointed out earlier, the first respondent is not in existence in the eye of law and it is the second respondent that is dealing with all the matters pertaining to the two companies and therefore, for all practical purposes the first respondent company is non-existent. In that view the second respondent company is in possession of the premises in its own right and seeks to maintain its possession on the ground that the first respondent is still in existence in embryo stage or a shell form and it is not completely wound up but only dissolved without any winding up. We are not able to agree with this submission of Mr. Sitarama Sastry.

The decision of the Patna High Court in Sasadhar Ganguly Vs. Raghab Singh Pradhan and Another, is an authority, submits Mr. Kuppuswami Iyengar, for the proposition that any consent decree passed by a court is only an order of the court carrying out the agreement between the parties and consequently no greater sanctity could be placed upon a consent decree than upon the agreement itself. This decision is cited by Mr. Kuppuswami Iyengar to support his argument that the order of amalgamation has been passed only at the instance of both the parties and as a result of the agreement or compromise arrived at by all the shareholders, and, therefore, there could not be a greater sanctity for that order except that it has to be looked upon as agreement between the parties. This decision is sought to be distinguished by Mr. Sastry on the ground that the case of compromise is different from that of amalgamation. According to him, there is no option on the part of the court except to pass decree according to the agreement, whereas it is not so in the case of amalgamation and, in the case of amalgamation, the court has to satisfy that it is a fit case for approving the scheme and if the court is not satisfied, the sanction of the scheme may not be granted by the court.

As we have rested our conclusion on the terms of the order of amalgamation passed by the Bombay High Court, and on the other circumstances we need not consider the distinction, between consent decree and amalgamation order, sought to be made by Mr. Sitarama Sastry,

For all the reason stated, we hold that on account of order of amalgamation there is transfer of assets and liabilities including the tenancy of first respondent-company by first respondent transferor company in favour of second respondent transferee company without specific permission or consent of the landlord and that act of the tenant would entitle the landlord to evict the tenant u/s 10(2)(ii)(a) of the Act.

In the result we allow the revision petition setting aside the judgment and decree of the appellate court and restoring the decision of the Rent Controller. But there shall be no order as to costs. Taking into consideration the facts and circumstances, we feel it just and proper to give the respondents four months'' time from today to vacate the premises.