Judgment :- C.S. Rajan, J. The prayer in this application is for a direction to the 2nd respondent (hereinafter referred to as the 'tenant') to hand over vacant possession of the premises held by them in the premises of M/s. Hotel Kandath International (P.) Ltd. in accordance with the scheme sanctioned on 1.4.1996. In order to appreciate the arguments of the parties to decide the dispute involved in this application, it is necessary to refer to the background of the case in detail. 2. This Court passed the winding up order in C.P. No. 15 of 1991 winding up the Hotel Kandath International P. Ltd. (hereinafter referred to as the 'Company'). The Official Liquidator filed applications for a direction to the tenants to vacate the shops occupied by them and to hand over the possession to the Official Liquidator. In this connection it is worthwhile to mention that the Kerala Financial Corporation (K.F.C.), the Kerala State Industrial Development Corporation (K.S.I.D.C.), Indian Bank and the Kerala State Co-operative Bank Ltd. are secured creditors of the Company. According to Clause 11 of the agreement between the Company and the K.F.C. which financed the construction of the shopping complex and the hotel prohibited the borrower Company from selling, mortgaging, leasing, transferring, exchanging or otherwise disposing of or creating any lien or charge in respect of the secured property which included the shops which are occupied by the tenants. Therefore, this Court while considering the application of the Official Liquidator for a direction to vacate the shops passed an order dated 7th July 1992. This Court held that in view of the prohibition mentioned above which binds the Official Liquidator and the Company it was not permissible to approve the draft lease agreement or to permit the Official Liquidator to create lease or otherwise transfer the shops. It was further held that in view of the prohibition mentioned above this Court could not order eviction of these occupants, but directed the Official Liquidator to treat the occupants as his licencees. This Court further observed that this order should not preclude the Official Liquidator from taking appropriate steps to have the occupants evicted. 3. It was further held that in view of the prohibition mentioned above this Court could not order eviction of these occupants, but directed the Official Liquidator to treat the occupants as his licencees. This Court further observed that this order should not preclude the Official Liquidator from taking appropriate steps to have the occupants evicted. 3. The Official Liquidator filed another petition for the following reliefs: "i) direct the District Collector, and District Superintendent of Police and also Tahsildar, Palghat, to evict the respondent Nos.1 to 7 who are now in possession of the shop rooms of the shopping complex of M/s. Hotel Kandath International (P.) Ltd. (in liquidation), Palakkad within a period to be fixed by this Honourable Court; ii) direct the respondent to pay the arrears of rent mentioned in para 4 of the affidavit; and iii) pass such other order as may be deemed fit and proper in the premises of the case." While considering the above prayers this Court was of the view that the basic question to be decided in this case was whether the alleged tenancies in favour of the respondents were valid of not. According to the Official Liquidator and* the secured creditors, the whole tenancies are void ab initio. The question of eviction ultimately depends upon the decision as to whether the alleged tenancies are valid or not. This Court further observed that in view of the delay which is likely to arise to have a permanent decision on this aspect it will be fair to allow the present occupants to continue their business in the premises provided they are prepared to abide by reasonable terms. This court also held that the above arrangement would be subject to further orders that may be passed regarding the eviction of the occupants when arrangements for the sale of the assets of the company were taken up by this Court. 4. The tenants later filed an application before this Court for a direction to the Excise authorities to renew the licence for running the bar in the hotel against the payment of the usual licence fees. 4. The tenants later filed an application before this Court for a direction to the Excise authorities to renew the licence for running the bar in the hotel against the payment of the usual licence fees. While considering the above prayer this Court by order dated 2nd April, 1996 allowed the above prayer making it clear that such a renewal should not be taken as permission for the tenants to continue and occupy the premises and should not be taken for opposing any eviction that would be passed in the Company Petition or in any other legal proceedings. 5. This Court by order dated 11.4.1996 accepted the revival scheme submitted by the Company and sanctioned the arrangements accepted by all the parties. In the revival scheme it was made clear mat unless the licencees which include tenancies are evicted it will be difficult for completing the revival scheme. It was further submitted that on condition that the above mentioned licencees are evicted the intending purchaser will clear off the amount due to the secured creditors. This Court also observed that it is open to the parties to work out their remedies elsewhere regarding the eviction of the tenants. These are the circumstances under which the present application has been filed by the Company. Therefore, this Court has now to tackle the question whether the tenants are liable to be evicted from the premises of the Company in implementation of the scheme/compromise accepted by the Company in these proceedings itself or to direct the company to initiate proceedings under the general law. 6. S.391 of the Companies Act gives power to the Company Court to compromise or make arrangements with creditors and members. S.392 gives power to the High Court to enforce compromise and arrangements in the following words: "(1) Where a High Court makes an order under S.391 sanctioning a compromise or an arrangement in respect of a company, i t - (a) shall have power to supervise the carrying out of the compromise or arrangement; and (b) may, at the time of making such order or at any time thereafter, give such directions in regard to any matter or make such modifications in the compromise or arrangement as it may consider necessary for. the proper working of the compromise or arrangement." Sri. the proper working of the compromise or arrangement." Sri. C.M. Devan, learned Senior Counsel appearing for the petitioner relied on the decision of the Supreme Court reported in J.K. (Bombay) P. Ltd. v. New Kaiser-I-Hind S.& W. Co. Ltd. (40 CC 689). In the above ruling the Supreme Court has held as follows: "Under S.392 of the Act the High Court which has sanctioned the Scheme has the power to supervise the carrying out of it and to give directions in regard to any matter or to make modifications in it as i t may consider necessary for its proper working. But if the Court is satisfied that the Scheme cannot be worked satisfactorily with or with out modifications, it can either suo moto or on an application by any person interested in the company's affairs order its winding"' up. Both Mr. Sen and the learned Attorney-General con tended that the company judge was right in holding that the scheme could have been worked but for the defaults of Jalans, that the Company Judge was right in giving directions under S.392(1) compelling the Jalans and the company to implement their obligations and that no winding up order in exercise of power under S.392(2) should have been passed." With regard to the power of the Court to enforce the scheme or compromise the Supreme Court further observed as follows: "The principle is that a scheme sanctioned by the Court does not operate as a mere agreement between the parties: it becomes binding on the company, the creditors and the shareholders and has statutory force, and therefore, the joint debtor could not invoke the principle of accord and satisfaction. By virtue of the provisions of S.391 of the Act, a scheme is statutorily binding even on creditors and shareholders who dissented from or are opposed to its being sanctioned. It was statutory force in that sense and therefore cannot be altered except with the sanction of the court even if the shareholders and the creditors acquiesce in such alteration (cf. Premila Dev v. Peoples Bank). The effect of the scheme is "to supply by recourse to the procedure thereby prescribed the absence of that individual agreement by every member of the class to be bound by the scheme which would otherwise be necessary to give it validity" (Palmer's Co. Law, 20th Ed., P. 664). Premila Dev v. Peoples Bank). The effect of the scheme is "to supply by recourse to the procedure thereby prescribed the absence of that individual agreement by every member of the class to be bound by the scheme which would otherwise be necessary to give it validity" (Palmer's Co. Law, 20th Ed., P. 664). Sub-s.(2) of S.391 of the Act allows the decision of the majority prescribed therein to bind the minority of creditors and shareholders and it is for that reason that a scheme is said to have statutory operation and cannot be varied by the shareholders or the creditors unless such variation is sanctioned by the court". 6. The Supreme Court had occasion to consider the scope and ambit of S.392 of the Companies Act in the ruling reported in S.K. Gupta v. K.P. Jain (49 CC 342). It is useful to refer the following observation of the Supreme Court which is as follows: "When a scheme is being considered by the Court, in all its ramifications, for according its sanction, it would not be possible to comprehend all situations, eventualities and exigencies that may arise while implementing the scheme. When a detailed compromise and/or arrangement is worked out, hitches and impediments may arise and if mere was no provision like the one in S.392, the only obvious alternative would be to follow the cumbersome procedure as provided in S.391 (1), viz., again by approaching the class of creditors or members to whom the compromise and/or arrangement was offered to accord their sanction to the steps to be taken for removing such hitches and impediments. This would be unduly cumbersome and time consuming and, therefore, the legislature in its wisdom conferred power of widest amplitude on the High Court under S.392 not only to give directions but to make such modification in the compromise and/ or arrangement's the court may a consider necessary, the only limit on the power of the court being that such directions can be given and modifications can be made forme proper working of the compromise and/or arrangement. The purpose underlying S.392 is to provide for effective working of the compromise an or arrangement once sanctioned and over which the court must exercise continuous supervision (see S.392(1)) and if over a period there may arise obstacles, difficulties or impediments, to remove them, again, not for any other purpose but for the proper working of the compromise and/or arrangement. This power either to give directions to overcome the difficulties or if the provisions to the extent necessary, can only be exercised so as to provide for smooth working of the compromise and/or arrangement. To effectuate this purpose the power of widest amplitude has been conferred on the High Court and this is a basic departure from the scheme of the U.K. Act in which provision analogous to S.392 is absent." The learned senior counsel also relied on a judgment of the Bombay High Court reported in Kamani Tubes Ltd. v. Official Liquidator (58 CC 233). A Division Bench of the Bombay High Court in the above ruling observed as follows: "We have been told by the Official Liquidator that a scheme by one of the creditors for taking the company out of liquidation is being mooted and has already been submitted in court. According to the learned counsel for the Official Liquidator, if the company is revived in accordance with the said scheme, then the company should not be prejudiced by being deprived of the premises which the company would then be lawfully entitled to occupy and continue to the lessees thereof. The question about the validity of the scheme as well as with regard to the capacity of the alleged creditor to present the scheme is sub judice. Today it is not possible to say what would be the result of those proceedings. However, having regard to the fact that the present premises, which are the subject matter of those proceedings, will be a valuable asset of the company in case it is revived, we think that the interest of everybody concerned and interested in the well being of the company will be sufficiently safeguarded if we make the order that the Official Liquidator will hand over possession of the premises to the appellants in case an order for reviving the company and for taking the company out of liquidation is not passed on or before December 31,1984." On the other hand, Sri. Ramachandran, learned Senior Counsel appearing for the tenants forcibly argued that this Court cannot order eviction of the tenants from the premises in these proceedings. The petitioner is to approach the Rent Control Court for eviction of the tenants on the grounds mentioned in the Rent Control Act. The learned Senior counsel also relied on the following sentence in the order of this court dated 11.4.1996: I make it clear that it is open to the parties to work out their remedies elsewhere.'.' Therefore, according to the learned Senior Counsel, the petitioner is not entitled to invoke the jurisdiction of this Court for eviction of the tenants. The learned Senior Counsel relied on the following decisions to drive home the point that the petitioner must seek his remedy under the Rent Control Act; Ravindra Ishwardas Sethna & Ann v. Official Liquidator (AIR 1983 SC 1061),' M/s. General Radio & Appliances Co. Ltd. v. M.A. Khader (AIR 1986 SC 1218) & Virendra Singh Bhandari v. M/s. Nandlal Bhandari & Sons P. Ltd. (AIR 1995 MP 217). In Sethna's case (AIR 1983 SC 1061) the Company was a tenant of the premises of which the appellants therein were the landlords. The Company Court directed the Official Liquidator to give the premises to a third party under a caretakers' agreement. Dealing with the above decision, the Supreme Court held that it is impermissible to part with the possession of the premises of the Company to a caretaker when the Company does not any more require the use of the premises. The Supreme Court negatived the claim of the Liquidator conscious of the law that the Rent Control Act is enacted for protecting the tenants and the provisions of the Act must receive a benevolent interpretation in favour of the tenants. Therefore, I don not think the above ruling will advance the case of the tenant. In General Radio's case (AIR 1986 SC 1218) the Company was a tenant which transferred its interest to another Company under High Court's order sanctioning scheme of amalgamation without the consent of the landlord. Dealing with the above question, the Supreme Court held that in view of the prohibition contained in the agreement between the landlord and the Company as tenant against sub-letting the tenanted premises without the express consent of the landlord the transferree Company was liable to be evicted from the tenanted premises. Dealing with the above question, the Supreme Court held that in view of the prohibition contained in the agreement between the landlord and the Company as tenant against sub-letting the tenanted premises without the express consent of the landlord the transferree Company was liable to be evicted from the tenanted premises. Thus, it can be seen that the above ruling is also not in favour of the tenant. In the Bandari's case (AIR 1995 MP. 217) the tenants were inducted by the Official Liquidator long back and they were paying the rent and it was deposited in the account of the Company without any objection. Under those circumstances, the High Court held that it was not proper to oust the tenants from the tenancy treating them as trespassers and directed the Official Liquidator to execute fresh lease deeds. The facts of the above case are also different from those of the present case. 7. The learned counsel appearing for the financial institutions submitted that the present lease in favour of the tenant by the Company is against covenant of mortgage executed between the Company and the financial institutions which contained a total prohibition of alienation either in the form of sub mortgage, lease, licence etc. Therefore, it was argued that the above lease in favour of the tenant is void ab initio. This court also held that the contention of the financial institutions that the lease in favour of the tenants is void ab initio has to be considered by this Court. 8. Now this Court has approved the scheme for reviving the company. The revival of the Company cannot be effectively implemented without getting vacant possession from the tenants. S.392 of the Companies Act gives ample powers to the court to give such directions as it may consider necessary for the proper working of the compromise. The purpose of the provision of S.392 is to provide for effective working of the compromise or scheme or arrangement and the Court has got ample power to exercise continuous supervision. If any obstacles, difficulties or impediments arise the Court is also empowered to remove them for the proper working of the compromise or arrangement or scheme. To effectuate this purpose, the High Court has, got widest power as held by the Supreme Court in the rulings referred to above. If any obstacles, difficulties or impediments arise the Court is also empowered to remove them for the proper working of the compromise or arrangement or scheme. To effectuate this purpose, the High Court has, got widest power as held by the Supreme Court in the rulings referred to above. Under these circumstances, the contention of the tenant is unsustainable and only to be rejected. The petition is therefore, allowed. The Official Liquidator is directed to give vacant possession of the tenanted premises to the Company. The tenant is given three months time from 1.9.1997 to surrender the premises either to the Official Liquidator or to the Company.