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2014 (1) TMI 1573 - HC - Companies LawTenancy of property - Petitioner Company did not vacate tenanted premises even after amalgamation - Petitioner paid rents to the landlords whereas landlords would contend, although rent was paid by Petitoner, they did not recognize them as tenant because landlords continued to issue rent receipts in the name of Standard Pharmaceuticals Limited, the original tenant - Held that:- Standard Pharmaceuticals Limited stood dissolved long ago that was not in the knowledge of the landlord hence, they continued to issue rent receipts in the name of the original tenant. Ambalal, although paid rent, did not inform about the change. They also did not protest and accepted rent receipts issued in favour of Standard Pharmaceuticals Limited a non-existent Company. In an Order of Amalgamation, the shareholders at large as well as the transferee company in their wisdom would decide to merge one with the other, as a consequence of merger the assets and liabilities of the transferor would automatically vest unto the transferee and the transferor would become a non-existent entity and in course of time would get dissolved. Same is the situation here; once the company stood dissolved the tenancy would automatically perish. The order of amalgamation, although an order in rem, is rendered at the instance of the shareholders of both the companies including the transferor tenant hence, the Order of Amalgamation would not protect the tenancy. Shareholders of the transferor Company decided to merge with Ambalal. It was their wisdom that would have no bearing on the landlord who was not taken in confidence. Be it assignment, be it transfer, be it sub-letting, the tenancy is a non-transferable object that could only extend to others either by an explicit contract or by a clear statute. In the present case, neither there is any statute law to support transfer of tenancy on amalgamation nor any agreement executed between the landlord and the tenant to deal with such eventuality. Voluntary act of the tenant making its own position vulnerable would have no bearing on the landlord - Decided against Petitioner.
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