UMESH CHANDRA BANERJEE, J. ( 1 ) ROSCOE Pound in one of his lectures stated that law is governed by a principle, starting point for reasoned decision, found by application of reason to experience and corrected by the experience as the process of development of the society goes on. He lays stress upon the social purpose since law subserves the social purpose. ( 2 ) ROSCOE Pound stated "legal order must be flexible as well as stable. It must be overhauled continually and refitted continually to the changes in the social life which it is to govern. If we seek principles, we must seek principles of change, no less than principles of stability. " ( 3 ) THE Draconian concept of law can no longer be said to be the guiding factor in the modern set up. It has changed in the past, it is changing now and will continue to change in the future. It is an experience developed by reason. It is a product of civilisation of the people. It must keep on changing from time to time, otherwise law will not be able to cope with the need of the people. It is a social process and it must keep on changing with the changing structure of the society. Time has now come for the law courts to rise to the occasion and interpret the law in accordance with the need of the hour. Rigid interpretation of law contrary to the needs of the society will lead to social catastrophe and law courts ought not to be a party to them. Law cannot be termed to be static or inflexible. It is flexible though, however, its stability cannot be disputed and it lies upon the law court to interpret the law so as not to destabilise on the one hand but to suit the requirement of the society since law subserves the social purpose and it lays stress upon the social purpose. In the event of an imperative demand of justice law courts are obliged to interpret the law in a manner so as to suit the social purpose rather than follow the strict and rigid formula of law. ( 4 ) THE view expressed above finds support from the decision of the Supreme Court in Motilal Padampat Sugar Mills Co. In the event of an imperative demand of justice law courts are obliged to interpret the law in a manner so as to suit the social purpose rather than follow the strict and rigid formula of law. ( 4 ) THE view expressed above finds support from the decision of the Supreme Court in Motilal Padampat Sugar Mills Co. Ltd. v. State of Uttar Pradesh, wherein Bhagwati J. observed (at page 635 of AIR 1979 SC) :"it must be remembered that law is not a mausoleum. It is not an antique to be taken down, dusted, admired and put back on the shelf. It is rather like an old but vigorous tree, having its roots in history, yet continuously taking new grafts and putting out new sprouts and occasionally dropping deadwood. It is essentially a social process, the end product of which is justice and hence it must keep on growing and developing with changing social concepts and values. Otherwise, there will be estrangement between law and justice and law will cease to have legitimacy. " ( 5 ) IN this application for disclaimer under the provisions of the Companies Act, the landlord of the premises in question prayed before this court that the purchaser of the company, in liquidation, ought not to be allowed to utilise the registered office at Ganesh Chandra Avenue, Calcutta. Mr. Chatterjee, appearing in support of the application strenuously contended that by reason of the express provision as engrafted in Section 14 of the West Bengal Premises Tenancy Act, 1956, and since no sanction or approval has been accorded by the landlord, the question of the purchaser acquiring any title over and in respect of the tenanted portion of the premises in question does not and cannot arise. As such it was contended that the official liquidator should be directed to make over peaceful possession of the premises to the landlord. ( 6 ) BEFORE proceeding further in the matter, however, it would be convenient to advert to the factual aspect in a little more detail. As such it was contended that the official liquidator should be directed to make over peaceful possession of the premises to the landlord. ( 6 ) BEFORE proceeding further in the matter, however, it would be convenient to advert to the factual aspect in a little more detail. ( 7 ) THE West Bengal Financial Corporation, being a statutory corporation, incorporated under the provisions of the State Financial Corporations Act, 1951, had on diverse dates granted various term loans to one Calorex India Pvt. Ltd. against hypothecation of its fixed assets including plant and machinery by way of first and paramount charge and of the current assets by way of second charge. As on March 31, 1989, the total amount payable by the above-noted company to the corporation was to the extent of Rs. 11,29,410. 72. The abovenoted company, however, committed a default in the matter of repayment of the loan including the interest by reason whereof the corporation sent a notice to the company under Section 30 of the State Financial Corporations Act, 1951, recalling the entire loan. The company, however, failed to comply therewith and the corporation thereafter on July 7, 1988, sent another notice under Section 29 of the Act, 1951. The corporation thereafter fixed July 22, 1988, for taking over possession of the assets of the company and, in fact, as per the notice took over possession of the assets of the company. Subsequently, advertisements were published for sale of the assets and in response thereto offers were received by the corporation from prospective buyers. ( 8 ) ON December 19, 1988, the above-noted company, however, had gone into liquidation by an order passed by this court. ( 9 ) THEREAFTER in an open auction in court, the assets were sold to one P. E. C. Boiler Pvt. Ltd. Incidentally, it is to be noted that the above-noted company was carrying on business in the manufacture of boilers and pressure vessels. While confirming the sale on February 19, 1990, this court observed ;"normally, the highest bidder ought to be given opportunity to buy the fixed assets, but in this particular case the trade is a very sophisticated one and is controlled by various provisions of the statute, viz. , the Indian Boilers Act, 1923, and the rules framed thereunder. While confirming the sale on February 19, 1990, this court observed ;"normally, the highest bidder ought to be given opportunity to buy the fixed assets, but in this particular case the trade is a very sophisticated one and is controlled by various provisions of the statute, viz. , the Indian Boilers Act, 1923, and the rules framed thereunder. By reason whereof, this court directed the Chief Inspector of Boilers, West Bengal, to examine the case of Progoti Chemical Industries as to whether the latter can be termed to be capable enough to go ahead with the manufacture of solid boilers or other pressure vessels. The Chief Inspector of Boilers, however, has submitted a report before this court wherein he stated as follows : '. . . therefore, at this stage it is not considered safe to give approval to them (Progoti Chemical Industry ). "' ( 10 ) THIS court went on to observe "considering, however, the report of the Chief Inspector of Boilers and considering the fact that Progoti Chemical Industries would be venturing on a new industry for the first time, I am of the view that a person well conversant with the boiler technology ought to be given this opportunity to run the factory. A new venture may or may not succeed. Moreover, the fate of the employees is also involved. Furthermore, the question of shifting to the manufacture of new items does not arise since the employees are trained in the manufacture in boilers and other pressure vessels. " ( 11 ) IN that view of the matter, P. E. C. Boilers was declared to be the auction purchaser as regards the fixed assets of Calorex India Ltd. (in liquidation) at a price of Rs. 13. 25 lakhs. Incidentally, it is to be noted that in the open auction both the bidders were prepared to accept the liability of the labour forces and to run the unit as a going concern. As a matter of fact, the purchaser has already entered into a memorandum of understanding with the employees at the factory premises. There exists no grievance from the employees' point of view and purchasers have assured this court that employees who were working in the erstwhile company shall be taken in, though in a phased manner since the company (in liquidation) was not functioning for a very long period of time. There exists no grievance from the employees' point of view and purchasers have assured this court that employees who were working in the erstwhile company shall be taken in, though in a phased manner since the company (in liquidation) was not functioning for a very long period of time. ( 12 ) THE situation, however, came to be difficult and ultimately resulted in this application for disclaimer as regards the registered office of the company. Admittedly, there are 45 employees in the registered office and the purchaser has an obligation to employ these 45 persons also of the registered office. These employees are also skilled and technical persons and space is also required to accommodate them. In the event of an order of disclaimer by this court, the fate of these 45 persons would be sealed forever. The purchaser will also be facing difficulties since it is a highly sophisticated trade, drawing designs will have to be effected and then shifted on to the factory for implementation of the same. Apart from the technical difficulty of not having sufficient space, in my view, the consideration of the court ought to be on the other count, viz. , those 45 employees. Would the court be a mere passive spectator by the turn of events of commeicial ventures of the landlord so as to seal the fate of these 45 employees on mere technicality by reason of a strict interpretation of existing law or would the court try to discharge its social obligation and allow continuance of employment of these 45 persons. ( 13 ) AS noted above, law courts have a social obligation as well. They cannot turn a deaf ear to the cry of the employees, a stark reality in the country as also in the State. ( 14 ) THE sale was confirmed by this court only on the ground that it would be sold as a going concern so that employment opportunities continue to exist as in the past. Rigid interpretation of law resulting thereby in loss of employment opportunities to 45 persons, that means 45 families, and on the other to allow the company to function and the aspirations of the employees continue to be fruitful. Rigid interpretation of law resulting thereby in loss of employment opportunities to 45 persons, that means 45 families, and on the other to allow the company to function and the aspirations of the employees continue to be fruitful. ( 15 ) WOULD the law courts be justified in keeping the laws static or should they bring about flexibility so as to administer social justice in favour of the persons who are in need of it: can the law courts ignore the social obligation? ( 16 ) LET us now, however, analyse the provisions of the statute being the main plank of submission on behalf of the landlord. Section 14 reads as follows :"restriction on sub-letting.-- (1) After the commencement of this Act, no tenant shall, without the previous consent in writing of the landlord -- (a) sub-let the whole or any part of the premises held by him as a tenant ; or (b) transfer or assign his rights in the tenancy or in any part thereof, (2) No landlord shall claim, demand or receive any premium or other consideration whatsoever for giving his consent to the sub letting of the whole or any part of the premises held by a tenant. " ( 17 ) SECTION 14, therefore, creates an embargo in the matter of transfer of tenancy without there being any consent of the landlord. But in order to ascribe a proper meaning to the words used by the Legislature and to ascertain the intent of the legislation, the section shall have to be read in conjunction with the other provisions of the statute. The legislation, as above, has been engrafted in the statute book to govern the relationship between the landlords and tenants. Section 14 has been engrafted in the statute immediately after what the Legislature ascribes its grounds for ejectment and in that context Section 14 shall have to be interpreted to mean that the tenant cannot possibly deprive the landlord of the situation and part with the possession of the premises in question without the knowledge, consent or approval of the landlord so as to defeat the right of the landlord in the matter of obtaining possession of the premises in question. It is a protective legislation so that the rights of the parties are not affected or the remedy available to a party is not in any way hindered by the unscrupulous and unethical conduct of a person or persons. The statute, therefore, prohibits an unethical conduct against the landlord in the event the tenant transfers or assigns his right under the agreement of tenancy in favour of third parties. The conduct involved is transfer of tenancy--that is what the statute prohibits. There must be a voluntary and deliberate act in the matter of transfer or assignment of tenancy. Involuntary acts are not covered within the meaning of Section 14 of the West Bengal Premises Tenancy Act. ( 18 ) COMING back to the facts of the matter under consideration vis-a-vis Section 14 of the Act, it is to be seen that the company has gone into liquidation and the fixed assets were sold in open auction in court at the instance of the West Bengal Financial Corporation. The matter appeared in the daily cause list day in and day out before this court whereupon PEC Boilers was declared to be the purchaser and the factory was sold as a going concern. Employment opportunities which were in an unstable condition became stable and employees were protected. At that juncture, to hold that Section 14 will have application will mean and imply loss of employment opportunities to about 45 employees of the registered office ; the aspiration of those 45 families to continue with the employment will be razed to the ground ; can it be said to be the intent of the Legislature--in my view the answer ought to be in the negative. ( 19 ) THE Legislatures did not envisage the situation as in the present context while introducing Section 14 in the statute which only attracts the normal situation wherein a tenant is acting contrary to the interest of landlord by transferring the tenancy without his consent. Situations are totally different and if considered in the proper perspective, Section 14, in my view, does not have any manner of application in the facts and circumstances of the matter in issue. ( 20 ) AS noted above, law courts also have a social duty to perform and they cannot shirk their responsibility in that regard. Situations are totally different and if considered in the proper perspective, Section 14, in my view, does not have any manner of application in the facts and circumstances of the matter in issue. ( 20 ) AS noted above, law courts also have a social duty to perform and they cannot shirk their responsibility in that regard. Since law courts exist for the benefit of the society and not in derogation of the interests of the society, law courts must rise to the occasion with the changing structure of the society. Would the interest of the society be subserved in the event it comes to a finding that irrespective of the loss of employment opportunities of these 45 employees of the registered office, the strict letter of the law in any event as envisaged in Section 14 shall have to be applied, in my view, the answer is in the negative. The social purposes would be completely lost if such an interpretation is given to Section 14 of the Tenancy Act. This is more so by reason of the fact that question of personal requirement would not arise since this is a commercial centre and the property will have to be let out and there is no doubt on that score. Whose interests should the law courts subserve ? The interests of the 45 employees of the registered office since no other place is available to house these employees or the interests of the landlord in the matter of strict interpretation of the statutory provisions. Mr. Chatterjee, obviously under instructions, however, insisted upon an order for disclaimer by the official liquidator. Incidentally, it is to be noted that at the initial stages of the hearing this court observed that in the event Mr. Chatterjee's clients are desirous of increasing the rate of rent to some extent the purchaser should be able to pay the same. Even after such an assurance from Mr. Sarkar, appearing for the purchaser, the applicant seems to be rather determined not to accept the purchaser as a tenant. This court is not concerned as to who the tenants are, but this court's concern is in regard to the 45 employees of the registered office who would be thrown out of employment in the event the place is not made over to the purchaser. This court is not concerned as to who the tenants are, but this court's concern is in regard to the 45 employees of the registered office who would be thrown out of employment in the event the place is not made over to the purchaser. This court, in its bid to continue with the employment opportunities held the auction in open court for the sale of fixed assets of the company in liquidation as a going concern, the object being no loss of employment opportunities--the entire purpose would be frustrated if an application for disclaimer is allowed. Certain decisions were cited from the Bar, but in my view none of the decisions has any application in the facts and circumstances in the matter of consideration since none of the decisions did consider a situation like the present one and as such the decisions are clearly distinguishable on facts and in that view the same do not lend any assistance to this court. ( 21 ) IN that view of the matter, I am unable to accept the contention of Mr. Chatterjee and as such this application fails and is dismissed, though, however, without any order as to costs. The purchaser is hereby directed to go on paying monthly rent as was last paid ; in the event however there being any arrear, the landlord would be at liberty to lodge its claim with the official liquidator for payment of the same and the official liquidator shall act in accordance with law in the matter of payment of the same. This order is, however, also passed without prejudice to the rights and contentions of the landlord to take appropriate steps, if any, in accordance with law.