AMITAVA LALA, J. ( 1 ) ORIGINALLY there is an application under Section 446 (2) of the Companies Act, 1956, read with the Companies (Court) Rules, 1959, which is numbered as Company Petition (hereinafter called as "c P. ") No. 142 of 1992 (Ramanlal Madanlal v. Beni Ltd. [2002] 110 Comp Cas 620 (Cal) ). Two interlocutory applications being Company Application (hereinafter called as "c. A. ") No. 62 of 1999 and Company Application (hereinafter called as "c. A. ") No. 568 of 1999 are the subject-matter of due consideration before this Court at present. ( 2 ) THE first application, being C. A. No. 62 of 1999, was taken out by a school known as Elias Meyer Free School and Talmud Torah by the pen of one David Elias Nahoum claimed to be the honorary secretary of the said school. According to him, the school is managed by a managing committee mostly comprising of the members of the Jewish community of Calcutta. Further, according to him, the managing committee is responsible for and authorised to protect the rights and interests of the said school and the properties of the school being the sole beneficiary. The school was formed in the nineteenth century. On March 27, 1912, a deed of trust was created by the members of the managing committee and three persons belonging to the Jewish community were appointed as trustees of the trust. Consequent on resignation of the three trustees on June 16, 1916, an indenture was executed by the retiring trustees and members of the managing committee of the school whereunder the official trustee of the State was appointed as sole trustee of the said trust. On November 17, 1938, one Birendra Chandra Dutta and one Bijoy Chandra Dutta conveyed about 76 bighas and 17 cottahs of land to the official trustee. On June 2, 1950, the official trustee leased out a portion of land comprising of 40 bighas in favour of one M/s. B. M. Singh and Sons, a joint hindu family firm for a period of 51 years which was to expire on June 1, 2001. On March 14,1951, with the consent and approval of the official trustee M/s. B. M. Singh and Sons assigned their leasehold interest to one M/s. Beni Engineering Works Ltd. (now known as M/s. Beni Ltd.) for the residuary period of the lease. On March 14,1951, with the consent and approval of the official trustee M/s. B. M. Singh and Sons assigned their leasehold interest to one M/s. Beni Engineering Works Ltd. (now known as M/s. Beni Ltd.) for the residuary period of the lease. On April 15, 1955, the official trustee and/or beneficiary, if any, under the trust lost the right of retention of the aforesaid 40 bighas of land by operation of the West Bengal Estate Acquisition Act. Since the official trustee and/or beneficiary of the trust lost the rights of retention of the land which was leased out to M/s. B. M. Singh and Sons and since such lessees were not in khas possession of the property M/s. Beni Engineering Works Ltd. continued to be in the khas possession of the land in question. By an order dated November 17, 1992, M/s. Beni Ltd. was wound up by the hon'ble High Court at Calcutta, and the official liquidator of the High Court was appointed liquidator of the said company. Such official liquidator possessed all the assets of the company including the premises No. 117 B. T. Road where the factory of the company is situates on such land as aforesaid. An order of sale was made by the High Court including its rights, title and interest in the said property. On October 16, 1995, sale notice was published offering sale of the factory. On March 15,1996, the sale was confirmed in favour of one M/s. Ratnagiri Engineering Pvt. Ltd. for a sum of Rs. 1. 57 crores. Such M/s. Ratnagiri Engineering Pvt. Ltd. is also the applicant under C. A. No. 568 of 1999. After receiving Rs. 1. 57 crores from M/s. Ratnagiri Engineering Pvt. Ltd. the official liquidator handed over all assets of the company including the said land on August 1, 1996. On February 16, 1998, the official liquidator was directed to execute the conveyance by an order of the court. Leave was granted by a Bench of this Court on April 2, 1998, to execute the conveyance in favour of the purchaser's nominee. On August 12, 1998, the official liquidator informed the official trustee about the execution of deed of conveyance in favour of M/s. Ratnagiri Engineering Pvt. Ltd. as a freehold land. Leave was granted by a Bench of this Court on April 2, 1998, to execute the conveyance in favour of the purchaser's nominee. On August 12, 1998, the official liquidator informed the official trustee about the execution of deed of conveyance in favour of M/s. Ratnagiri Engineering Pvt. Ltd. as a freehold land. On August 18, 1998, the applicant received the copy of the letter and according to him for the first time he came to know that the official liquidator had taken steps to execute the deed of conveyance in respect of the premises owned by the trust. On September 11, 1998, by an order of the court, the official liquidator was granted liberty to seek legal opinion and on the basis of the written opinion the official liquidator came to know that the company had a marketable title. On February 26, 1999, draft conveyance was sent to the office of the official liquidator. By making this application, in effect, the applicant asked for a relief in the nature of declaration that the land in question is absolutely freehold property held by the trust for the sole benefit of the school with other consequential reliefs. ( 3 ) ON the other hand, in C. A. No. 568 of 1999 the purchaser company and/or its assignee by the pen of one Sri Deepak Agarwal claiming to be the director of the purchaser company contended that the deed of lease in 1950 and the deed of assignment in 1951 were made in respect of the bare land only. The assignee, M/s. Beni Engineering and Works Ltd. , now known as M/s. Beni Ltd. was entitled to erect sheds and structures thereon for their industrial purpose. The structure is still in existence. Such M/s. Beni Ltd. continued to remain in possession till when the final order of winding up of the company was passed. The official liquidator took over the possession of the assets of the company and continued to be in possession. The official liquidator took steps to make valuation and published advertisements on all India basis to sell the company. Sale was confirmed in favour of the applicant at a sum of Rs. 1. 57 crores. The official liquidator took over the possession of the assets of the company and continued to be in possession. The official liquidator took steps to make valuation and published advertisements on all India basis to sell the company. Sale was confirmed in favour of the applicant at a sum of Rs. 1. 57 crores. Just after the approval and before making the final conveyance the application being C. A. No. 62 of 1999 was proceeded by the said school with a prayer of handing over the possession of the premises to the official trustee. During the pendency of the proceedings a notice was received by the applicant being dated April 30, 1999, whereunder objections were invited against the proposed decision of the State Government to resume an area of 24. 25 acres of land being the surplus of the requirement of the company, i. e. , M/s. Beni Engineering Works Ltd. (in liquidation ). The Joint Secretary, Lands/land Reforms Department, Government of West Bengal, called upon the purchaser company in his office for hearing of the matter. As the notice dated April 30, 1999, was received only June 11, 1999, being the date of hearing, the purchaser company wrote a letter saying that they purchased the land free from all encumbrances but the question of ownership of the land is sub-judice under the company application being C. A. No. 62 of 1999 before the appropriate court having company jurisdiction of this High Court. But surprisingly, without hearing the applicant the authority of the State finally held that it is satisfied that the order of resumption of 24. 25 acres of land is no longer required for the company for the purpose of running the factory and hence in exercise of the power conferred under Section 6 (3) of the West Bengal Estate Acquisition Act, 1953, the Governor of the State of West Bengal had been pleased to resume the said land as detailed in the schedule of the order. The order which has been passed by the authority is totally bad in law. The State did not obtain any leave from the High Court to proceed with this matter which is totally contrary to the scope and ambit of Section 446 of the Companies Act, 1956. The order which has been passed by the authority is totally bad in law. The State did not obtain any leave from the High Court to proceed with this matter which is totally contrary to the scope and ambit of Section 446 of the Companies Act, 1956. Ultimately, the purchaser company by initiating this application prayed before this Court relief in the nature of declaration that the proceeding initiated by the State authority under Section 6 (3) of the West Bengal Estate Acquisition Act, 1953, is ab initio void not maintainable in law and liable to be set aside along with the incidental reliefs in connection with the order passed by the authority. ( 4 ) AT the threshold, Mr. S. P. Sarkar, learned senior counsel, appearing for the applicant in C. A. No. 62 of 1999 raised an issue before this Court that since the land dispute is to be heard by a Tribunal set up by the State under Article 323b of the Constitution of India the subject-matter has to be heard as regards such question by such Tribunal, i. e. , West Bengal Land Reforms and Tenancy Tribunal. ( 5 ) I find that the West Bengal Estate Acquisition Act, 1953 and the West Bengal Land Reforms Act, 1954 (hereinafter discussed about the same) are specified Acts and are falling within the jurisdiction of the Tribunal. By virtue of Sections 7 and 8 of the said Act jurisdiction of the High Court excepting exercising the writ jurisdiction under Articles 226 and 227 of the Constitution by a Division Bench other jurisdictions are excluded. But interestingly, although all references have been made under the civil court nothing was indicated about the company jurisdiction of the High Court. On the other hand, if I go through Section 446 of the Companies Act I find that when a company has gone into liquidation the court having jurisdiction in respect of the company matters notwithstanding anything contained in any other laws for the time in force has jurisdiction to entertain and dispose of the proceedings. A legal battle was obvious and, in fact, the parties started with the submissions in that respect before this Court. But surprisingly in the midst of hearing this Court found that both the parties proceeded before the Tribunal in connection with their respective reliefs. Under such circumstances, the applications were kept pending. A legal battle was obvious and, in fact, the parties started with the submissions in that respect before this Court. But surprisingly in the midst of hearing this Court found that both the parties proceeded before the Tribunal in connection with their respective reliefs. Under such circumstances, the applications were kept pending. Only an interim order of status quo was directed to be maintained by the parties. In the Tribunal the matter was highly contested between the parties. From the factual analysis, I find that the Tribunal observed that M/s. Beni Ltd. held 13 acres out of 24. 25 acres of land and the remaining land being 11. 25 acres was never leased out for the purpose of the factory. The State Government has committed an error in treating M/s. Beni Ltd. as a holder of the entire 24. 25 acres of land in the order impugned. The contention of the applicants being C. A. No. 62 of 1999 was not accepted by the Tribunal and held that the trust did not hold the land in khas possession as on the date of vesting under the Act and that it was M/s. Beni Ltd. which was in possession of the land as on that date as a lessee directly under the State Government. The State Government's stand was that the permissive occupation by M/s. Beni Ltd. was recorded in respective 40 bighas of land wherein remaining 36 bighas and 14 cottahs (acres are converted in bighas, etc. , hereunder) of land was recorded in the name of the Jewish School. It was held by the Tribunal that no notice was served upon the actual occupants. Service of notice upon the erstwhile owners cannot be held to be valid service. It is further recorded in the order of the Tribunal that permissive occupation in respect of 40 bighas of land was recorded in favour of M/s. Beni Ltd. The authority found that the permissive possession of Jewish. School was recorded in respect of a little over than 36 bighas of land. He held that since there was no existence of the Jewish School and since the land was in possession of M/s. Beni Ltd. the entire land is to be recorded in the name of the company. This is the reason for recording the entire land in the name of the company. He held that since there was no existence of the Jewish School and since the land was in possession of M/s. Beni Ltd. the entire land is to be recorded in the name of the company. This is the reason for recording the entire land in the name of the company. The record of the right in respect of the dispute 76 bighas and 14 cottahs of land was thus corrected under Section 44 (2a) of the Act and on the basis of the corrected record of right the impugned order under Section 6 (3) of the Act has been passed by the State Government. The Tribunal observed that the 40 bighas of land comprising the factory on the date of vesting was held by M/s. Beni Ltd. and such fact is undisputed. After the land comprised in the factory vested in the State and the lease determined by a reason of the notification under Section 4 and the effects thereof under Section 5 of the West Bengal Estate Acquisition Act provisions have been made in the proviso to Section 6 (2) and in Section 6 (3) of the Act to deal with the lessee and question of retention of such land. The proviso to Section 6 (2) lays down that if any land comprised in a factory or workshop was held immediately before the date of vesting under a lease such lease shall be deemed to have been given by the State Government on the same terms and conditions as immediately before such date subject to such modification as the State Government may think fit to make. In terms of such provisions M/s. Beni Ltd. becomes a lessee under the State Government with effect from the date of vesting on the same terms and conditions on which it was holding the land. The rent receiving interest about retention of land under Section 6 (3) of the Act provided that land comprised in the factory or workshop of the lessee was the land which is held under a lease and he shall be entitled to retain only so much of land as, in the opinion of the State Government, is required for factory or workshop. Therefore, in terms of such provisions of the State Government it shall be decided how much of subject 40 bighas of land comprised in a factory held by M/s. Beni Ltd. is required for the purpose of factory, and the company shall be entitled to retain only that much of land with effect from date of vesting. Ultimately, upon consideration of the questions order was passed in Proceeding No. 6 of 1997 under Section 44 (2a) of the Estate Acquisition Act in so far as they relate to the subject 36 bighas and 14 cottahs of land comprised in factory and workshop. Since the impugned order passed by the State Government under Section 6 (3) of the Act covers the entire 24. 25 acres of land based on the record of rights as corrected in the said proceeding under Section 44 (2a) it is not sustainable and was set aside. Concerned land and land reforms officer was directed to decide the question as regards 11. 25 acres, i. e. , 36 bighas and 14 cottahs of land afresh upon giving opportunity of hearing. ( 6 ) THE authority whose order was challenged before the Tribunal held that from the scrutiny it was recorded in the name of the Jewish School as permissive possession. But the said body had not been in possession over the plots. Those plots are located within the periphery of M/s. Beni Industries Ltd. and those lands were actually been used as company's lands. Hence, these lands are considered as the lands of M/s. Beni Engineering Company and was taken up for consideration under this proceeding. Those lands may be treated as M/s. Beni Ltd. Company's lands. ( 7 ) THEREFORE, it is crystal clear from the analyses that the real dispute is in respect of remaining 36 bighas and 14 cottahs of land where there might be the possessory dispute in between M/s. Beni Ltd. and one M/s. Ramanlala Madanlal Trading Company. Both the parties by two writ petitions proceeded before the Division Bench of this Court under its writ jurisdiction being W. P. L. R. T. No. 279 of 2002 and W. P. L. R. T. No. 309 of 2002. Both the parties by two writ petitions proceeded before the Division Bench of this Court under its writ jurisdiction being W. P. L. R. T. No. 279 of 2002 and W. P. L. R. T. No. 309 of 2002. The contention of the purchaser company before the Division Bench of this Court was that notice to resume land on the ground that the said land is not required by the company is itself bad as the Government is not entitled to resume the land if the land was allowed to be retained by the company within the prescribed ceiling. The applicant-school contended before the Division Bench that the dispute between it and M/s. Beni Ltd. (in liquidation) is subject-matter of various proceedings. Therefore, the order of the Tribunal can be interfered with by the court but disputes in between themselves and the company (in liquidation) may be left open. However, without giving any answer to such point the Division Bench considered the point of law available before it. Only recording is "same argument has been advanced by Mr. Sarkar in respect of possession of the property which is also alleged to be in dispute". According to the Division Bench, the lands held by the company (in liquidation) were below the ceiling prescribed in the Land Reforms Act, 1955. As per Section 24z a retrospective operation was given from August 7, 1969. Therefore, the inevitable conclusion is that the company (in liquidation) became entitled as a matter of right to hold the lands in question within the prescribed ceiling, but in respect of any land held in excess. The State Government continued to be vested with the power to decide as to whether the tenant would be entitled to retain such excess land upon relaxation of such prescribed limit. The impugned order of resumption was made on August 21, 1996, purportedly under me proviso to Section 6 (3) of the 1953 Act, although, the provisions of Section 14z of the 1995 Act had become operative on and from August 7, 1969. The impugned order must be held to be misconceived on such score as well since after final determination of the quantum of lands which the company (in liquidation) was allowed to retain under Section 6 (3) of the 1953 Act, the said lands came to be governed by the provisions of the 1955 Act and more particularly Section 14z thereof. The impugned order must be held to be misconceived on such score as well since after final determination of the quantum of lands which the company (in liquidation) was allowed to retain under Section 6 (3) of the 1953 Act, the said lands came to be governed by the provisions of the 1955 Act and more particularly Section 14z thereof. The provisions of Section 6 (3) of the 1953 Act, came to be replaced by the provisions of Section 14z of the 1955 Act in 1981 with retrospective effect from August 7, 1969, and the exercise of such power under the proviso to Section 6 (3) of the 1953 Act, thereafter cannot be sustained. The Division Bench according with the above view of the Tribunal, held that Section 6 (3) of the 1953 Act, was applicable at the initial stage but after introduction of a similar provision under Section 14z of the 1955 Act, such power could have been exercised only under the 1955 Act. Moreover, such power can be exercised only if the concerned raiyat or lessee is holding land beyond the prescribed ceiling as it was required for the mill, factory or workshop. In view of the aforesaid findings and no other question having been raised by any party the writ petition succeeds and the impugned direction for further proceeding in the impugned order is hereby quashed. But the Division Bench made it clear that the appropriate authority is entitled to take appropriate action in respect of the proposed resumption of land in accordance with law upheld hereinabove after coming to necessary findings as regards facts including the fact that the land has been allowed to be retained beyond the prescribed ceiling. ( 8 ) THEREFORE, the necessary questions as regards the determination of land at least to the extent of 40 bighas is established in favour of the company (in liquidation ). That being the position there is hardly any scope to determine any of the questions made in the applications being C. A. No. 62 of 1999 and C. A. No. 568 of 1999. All the questions as to the declaration of a leasehold land and initiation of proceeding under Section 6 (3) of the 1953 Act are established by two courts in succession--one is the respective Tribunal and another is Division Bench of this Court. It was the contention of Mr. All the questions as to the declaration of a leasehold land and initiation of proceeding under Section 6 (3) of the 1953 Act are established by two courts in succession--one is the respective Tribunal and another is Division Bench of this Court. It was the contention of Mr. Sarkar on behalf of the Jewish School that the company had no jurisdiction to agitate the point before the Division Bench that the dispute in between them and the company (in liquidation) is to be kept open and in fact strive to start a rehearing of the matter before this Court. According to me, the stand of Mr. Sarkar cannot be acceptable. He is trying to keep the dispute open for ever which cannot be the acceptable position. Moreover, I do not find there is any locus standi of such school at this stage. The locus standi, if any, was with the State, who said that the land in question can be resumed, which was also discouraged not only by the Tribunal but also by the Division Bench of this Court. When admittedly the land in question is within the ceiling limit and held by the company on which structure made by it and the notice of the State authority is said as void notice by the Division Bench, I think hardly there is any dispute exists to separate the land from the structure of the factory, etc. , owned by the company. ( 9 ) A very recent judgment of the Supreme Court in the case of State of West Bengal v. Karan Singh Binayak was considered by the Division Bench of this Court. There the Supreme Court held that as per Section 6 (a) and Section 6 (b) of the Act, 1953, the intermediary can retain the land when it is appertaining to the building and structure owned by the intermediary. Section 6 (1) (b) only means that where building and structure is not owned by intermediary or any person holding under him by leave or licence, he would not be entitled to retain land comprised in or appertaining to such building or structure. In other words, it means that when building and structure is owned by the intermediary, even though tenanted, he would be entitled to land comprised in or appertaining thereto. In other words, it means that when building and structure is owned by the intermediary, even though tenanted, he would be entitled to land comprised in or appertaining thereto. ( 10 ) THEREFORE, I think this part of the observation of the Supreme Court can be applicable in the case of the company (in liquidation) because by virtue of operation of law such company becomes intermediary under the State directly because the factory structure is owned by itself. This being the position the company (in liquidation) is entitled to retain the land. Further, according to me, after the decision being taken by the Tribunal made under Article 323b of the Constitution of India and by the Division Bench of this Court there cannot be a question of reopening the issue before the company court. ( 11 ) SO far as the applicability of Section 446 of the Companies Act and the West Bengal Land Reforms and Tenancy Tribunal Act, 1997, are concerned I think certain aspects are to be clarified hereunder. Factually both the parties accepted the position that the Tribunal is the appropriate forum. More particularly it was the contention of Mr. Sarkar at the threshold. Even the company court allowed adjournment on the basis of the contentions of both the parties to give time to the Tribunal to hear out the matter and dispose of and after that, time was also granted to them to complete the course of hearing before the Division Bench of this Court. Therefore, it was a clear understanding between the parties that the adjudication and order to be passed therein would have binding effect upon all the parties. Therefore, if any of the parties now turns back and raises this issue before the company court, such court cannot listen by way of disposing of the company applications. That apart, in the Companies Act there is no exclusion of jurisdiction like the West Bengal Land Reforms and Tenancy Tribunal Act, 1997. The requirement of Section 446 (2) of the Companies Act is that a leave is necessary for the purpose of proceeding with the same. In practice, all the matters are to be brought before the court having company jurisdiction to hear it out. The requirement of Section 446 (2) of the Companies Act is that a leave is necessary for the purpose of proceeding with the same. In practice, all the matters are to be brought before the court having company jurisdiction to hear it out. But my question is that when both the parties arrived at a consensus before the company court to proceed before the Tribunal and also before the Division Bench and the court allowed the adjournment on the basis of the submissions can it not be said to be a leave granted by the court ? It is, of course, a leave by necessary implication. Leave was granted to go before the appropriate forum and come back and say what is the fate of the proceedings therein. Since the proceedings are in favour of the company (in liquidation) I cannot take any contrary decision in this regard. Last but not the least there cannot be any jurisdiction error of the Tribunal in hearing the matter because such jurisdiction is conferred by the Constitution of India itself. ( 12 ) IN view of the decisions, made by the Tribunal and the Division Bench as referred to above the application of the applicant in C. A. No. 568 of 1999 is formally treated to be disposed of and the application of the applicant being C. A. No. 62 of 1999 is formally treated to be dismissed. However, no order is passed as to costs.