Judgment :- This Company Application praying this Court to pass an order: a) Directing the 1st respondent to vacate and handover the vacant possession of the premises bearing door No.271, Anna Salai, Teynampet, Madras-18 to the applicant herein within such time as this Court fix. b) Directing the 1st respondent to pay at the rate of Rs.1,00,000/- pr month as ‘mesne Profit’ until the 1st respondent vacates the premises at 271, Anna Salai, Madras-18, and handover the same to the applicant herein. c) In the alternative to prayer at (b) and (c) above directing the renewal of the lease from 1.10.87 for such period as this Court determine on a monthly rent of Rs.1,00,000/- d) Directing that the cost of this application do come out of the assets of the company. Chitra Venkataraman, J. This application is by the Official praying for fixation of fair rent at Rs.1 lakh per month from 1.10.1987. Apart from this, there are also other prayers, namely to grant stay of the proceedings in RCOP.No.3831 of 1987 on the file of the X Small Causes Court, Chennai and to direct the first respondent to vacate and hand over the vacant possession of the premises bearing door No.271, Annasalai, Teynampet, Madras 18 and to direct the first respondent to pay the rent at the rate of Rs.1 lakh per month being mesne profits until the first respondent vacates the premises and hands over the same to the applicant herein. 2. By order dated 27.10.1978, this Court passed an order for winding up of the Pilot Pen Company (India) Private Limited. The Official Liquidator was appointed to take charge of the affairs of the company. The property owned by the company in liquidation situated at No.271, Annasalai, Teynampet, was leased out to the Tamilnadu Handloom Weaver’s Co-operative Society Limited, Madras, (herein after referred to as co-optex) since 1973. The tenancy was renewed from time to time. Under orders of this Court dated 5.9.1981, the agreed rent was recorded at Rs.45,000/- In C.A.No.696/84, by order dated 21.9.1984, the agreed fair rent was recorded at Rs.50,000/- from 1.10.1984 to 30.9.1987, this court directed the same to be payable by the said lessee. By notice dated 30.9.87, the Official Liquidator called upon the lessee to have the fair rent fixed at Rs.1 lakh and to hand over the possession by vacating the same. By notice dated 30.9.87, the Official Liquidator called upon the lessee to have the fair rent fixed at Rs.1 lakh and to hand over the possession by vacating the same. The first respondent, however, moved before the Rent Controller seeking fixation of fair rent. It may be noted that this application itself was filed long after the Company Court was seized of the matter ordering winding up of the company herein. 3. A perusal of the application filed before this Court by the Official Liquidator shows that on earlier occasions, enhancement of the rent was consented to by co-optex/the tenant. It is also stated that some of the shareholders expressed their desire to revive the company. In the above circumstances, the Official Liquidator went in for renewal of lease for a period of three years. In this background under order dated 21.9.2004 in C.A.No.696 of 1984, the extension of lease was also granted from 1.10.1984 to 30.9.1987. It is stated that the first respondent did not vacate the premises on the expiry of lease period, hence, the present application is preferred by the Official Liquidator. It is stated that one of the properties belonging to the company in liquidation, situated in Puzhal, was sought to be sold. This sale necessitated the movable property as well as huge records of the company kept therein, to be shifted to the premises under occupation of Co-optex. 4. It is stated that the lease with the first respondent had come to an end, yet the first respondent continued to occupy the premises paying rent at Rs.50,000/-. When notice was issued asking it to vacate the premises, the first respondent had preferred RCOP.No.3831 of 1987 before the Rent Controller seeking fixation of fair rent at Rs.30,697/- per month. Copy of the petition filed therein was marked herein as Annexure-A. The Official Liquidator had filed his counter stating that the first respondent had not obtained the leave of this court to file the petition before the Rent Controller. Pointing out to the consented fair rent already made by this Court fixing the agreed rent at Rs.50,000/-the Official Liquidator submitted that the present proceedings taken before the Rent Controller is totally without jurisdiction. It is further stated by the Official Liquidator that on the advise of the Liquidator’s counsel, a fair rent was worked out by the approved valuer. Pointing out to the consented fair rent already made by this Court fixing the agreed rent at Rs.50,000/-the Official Liquidator submitted that the present proceedings taken before the Rent Controller is totally without jurisdiction. It is further stated by the Official Liquidator that on the advise of the Liquidator’s counsel, a fair rent was worked out by the approved valuer. The copy of the valuation report dated 27.1.89 is marked as Annexure B herein. As per the valuation report, the value of the property was fixed at Rs.98,87,500/- and the fair rent arrived at Rs.98,875/- Considering the said value, the official Liquidator has sought for necessary directions to the first respondent herein to hand over the possession and to direct the first respondent to pay a sum of Rs.1 lakh per month as mesne profits. The Official Liquidator has further stated that in view of the provisions of Section 446 of the Companies Act, the petition filed before the Rent Controller itself was not maintainable. The property is vested with this Court as per Section 456 of the Companies Act. Hence, prayed for directions as referred to above. 5. The first respondent has filed his counter. The Official Liquidator has also filed a report showing a statement of accounts of receipt and payment from 1.4.2000 to 28.2.2006. It is stated that the office of the Official Liquidator has made total payment of Rs.1,78,70,227.00 as on 28.2.2006. It is stated that as on date, a sum of Rs.8,07,527.54 (i.e. Rs.6,80,439.59 in ordinary account and Rs.1,27,087.95 in NDD) is available in the bank. 6. It is seen that one Josephine Sanjeevi along with her three daughters owned 2390 equity shares in the company in liquidation. In the counter, it is stated that the company in liquidation is denied of its valuable income from the property. Any scheme for the revival of the company in liquidation, to be undertaken is made to depend upon the will and pleasure of the person in occupation of the company’s properties. It is stated that the first respondent could not be allowed to continue after the termination of the lease and that too at a rent which stands no comparison to the present day value. It is further stated that the respondent has been in correspondent with the Japanese Collaborators. It is stated that the first respondent could not be allowed to continue after the termination of the lease and that too at a rent which stands no comparison to the present day value. It is further stated that the respondent has been in correspondent with the Japanese Collaborators. Viz., Pilot Pen Company Limited, with a scheme of revival, that in the event of this Court extending the occupation of the first respondent, the interest of the company shareholders and the creditors need to be taken into consideration. 7. In the light of the above said facts, the question is whether the Rent Controller has jurisdiction to have a fair rent fixed in respect of the property in occupation of the lessee, now under the control of this Court by reason of winding up proceedings. Incidentally, question also arises as to whether the first respondent’s invoking the Rent Control Act is justifiable without leave of the Court when the company had already been under the jurisdiction of the Company Court. 8. Mr. R. Subramaniam, learned counsel appearing for Co-optex, the first respondent, herein has submitted that the provisions of Rent Control Act overrides the provisions of the Companies Act, in that, the Company Court has no jurisdiction to fix the fair rent. The learned counsel submitted that the provisions of the Rent Control Act prevails over the Transfer of Property Act. He further stated that even in the absence of non obstante clause therein under the provisions of the Rent Control Act, in the decision reported in 1974 SC 818 in the case of Raval and Company vs. Ramachandran, the Apex Court had confirmed the view of this Court reported in 1966 (2) MLJ 68 as regards the fixation of fair rent falling within the jurisdiction of the Rent Controller under the Rent Control Act. The learned counsel relied on the decision, particularly for the proposition that in the matter of fixation of fair rent, the Rent Control Act prevailed over the Companies Act. In this context, he also placed reliance on the decision of the Supreme Court reported in AIR 2000 SC 1535 in the case of Allahabad Bank vs. Canara Bank and 1972 SC 878 in the case of S.V. Kondaskar vs. V.M. Deshpande. In this context, he also placed reliance on the decision of the Supreme Court reported in AIR 2000 SC 1535 in the case of Allahabad Bank vs. Canara Bank and 1972 SC 878 in the case of S.V. Kondaskar vs. V.M. Deshpande. He further submitted that the scope of Section 446 of the Act is restricted to matters dealt with therein along with such matters which have relevance to the proceedings contemplated therein. In support of this proposition, apart from placing reliance on 1972 SC 878 in the case of S.V. Kondaskar vs. V.M. Deshpande, the learned counsel also placed reliance on AIR 1966 SC 135 in the case of Damji vs. LIC of India, 1983 SC 1061 in the case of Ravindra Ishwards Sethna vs. Official Liquidator, High Court, Bombay, 1993 SC 1380 in the case of Nirmala R. Bafna vs. Khandesh Spinning & Weaving Mills co. Ltd. These decisions relate to tenancy rights in the properties belonging to the company in winding up proceedings. 9. Referring to the decision reported in AIR 2000 SC 1535 in the case of Allahabad Bank vs. Canara Bank, which relates to the jurisdiction of the debt Recovery Tribunal under the Debt Recovery Act, the learned counsel emphasized that the rent Control Act being a special legislation pertaining to matters dealt with therein, the Company Court cannot assume the jurisdiction of the Rent Controller even in respect of companies which are under the winding up proceedings. The learned counsel also relied on the decision reported in 1995 I CLJ 376 of Punjab and Haryana in the case of Bhargava S.P. vs. Haryana Electric Steel Co., Ltd. and submitted that the Rent Control Act is a complete Code in the matter of tenancy rights including those on fixation of fair rent. As such, the company court cannot give any directions as regards the matters to be dealt with by the Rent Controller. 10. Mr. M.K. Kabir, learned counsel appearing for some of the Director of the company in liquidation submitted that while there is no quarrel on the question of legal proposition pertaining to a Special enactment having overriding of the effect on the general law, he submitted that factually on all earlier occasions the first respondent had consented to the fair rent fixed by this Court when applications were preferred by the Official Liquidator for fair fixation. Even dehors this, in any event, once the company in liquidation is under the management of this Court under the provisions of the Companies Act, the only court that has the authority in respect of any matter pertaining to the assets of the company in liquidation is the Company Court only under the provisions of the Companies Act. He emphasized on the powers of the Official Liquidator as well as to the scope of Section 446 of the Act and placed reliance on the decision of this Court reported in 112 CC 552 in the case of Catholic Centre v. Pilot Pen Co., to state that the jurisdiction of the Company Court under Section 446 (2)(b) of the Companies Act, 1956 overrides any other law. While dealing with provisions of Section 220(2) of the Income-tax Act, following the decision of the Constitution Bench of the Supreme Court reported in 42 Company Cases 168 in the case of S.V. Kondaskar vs. V.M. Deshpande, this Court held that the power of the Company Court under Section 446(2)(b) of the Companies Act overrides any other law, more particularly Section 220(2) of the Income-tax Act. In the context of this pronouncement of this Court, the learned counsel submitted that the recourse to the rent Controller is totally illegal and without jurisdiction. He also placed reliance on the decision of the Supreme Court reported in AIR 1955 SC 213 (25 CC 19) in the case of Dhirendra Chandra vs. Associated Bank of Tripura, (AIR 1992 Allahabad 227) in the case of Faizabad Distllers Pvt. Ltd. vs. Salim Tailor, ( AIR 1995 MP 217 ) in the case of Virendra Singh Bhandari vs. M/s. Nandlal Bhandari & Sons Pvt. Ltd., 58 CC 633 in the case of Sudarsan Chits (I) LTD vs. Sukumaran Pillai. He also referred to the provisions of Section 446 (1) read with 117 and 118 of the Company Court Rules to submit that this Court has jurisdiction to have any suit or proceeding transferred to it for consideration on merits. In short, he supported the cause of the Official Liquidator to have the Rent Control proceedings, filed by the first respondent set aside and to direct the first respondent to hand over the vacant possession of the premises and direct him to pay mesne profits to the official Liquidator to the Companies account. 11. In short, he supported the cause of the Official Liquidator to have the Rent Control proceedings, filed by the first respondent set aside and to direct the first respondent to hand over the vacant possession of the premises and direct him to pay mesne profits to the official Liquidator to the Companies account. 11. In reply to the counter submitted by the learned counsel supporting the case of the Official Liquidator, Mr. Subramaniam, submitted that the consent order on earlier occasions did not act as estoppel to take recourse to the proceedings under the Rent Control Act. The learned counsel submitted that the question of transferring the proceedings to this Court from the Rent Control Court did not arise. He also submitted that in the absence of fair rent fixation, the question of ordering recovery of money also did not arise. He also made a submission that the respondent as a statutory tenant is entitled to the protection of Rent Control legislation and that the applicant could not circumvent the provisions of the Rent Control Act by invoking the provisions of the Companies Act. The learned counsel further defended the respondent’s action in invoking the statutory right under the Rent Control Act. He further disputed the correctness of the valuation submitted by the Official Liquidator. The learned counsel also questioned the right of the Official Liquidator to fix the rent unilaterally and placing it for approval by this Court. Reiterating the stand taken in the counter, the learned counsel submitted that it was not necessary to seek any permission from this Court under Section 446 of the Act to have a petition filed before the Rent Controller seeking fixation of fair rent. Given the object of Section 446 of the Companies Act, matters not involving the collection and distribution of assets are totally outside the purview of the Company Court’s jurisdiction and hence, prayed for dismissal of the application. 12. A perusal of Section 446 of the Act shows that when an order of winding up is passed and the Official Liquidator appointed, there shall not be any proceedings commenced against the company, except with the leave of the Court. It is also stated that wherever any proceedings are pending on the date of winding up order, the same shall not be proceeded with except by leave of the Court and subject to such terms as the court may impose. It is also stated that wherever any proceedings are pending on the date of winding up order, the same shall not be proceeded with except by leave of the Court and subject to such terms as the court may impose. Under sub section, the non obstante clause states that notwithstanding anything contained in any other law for the time being in force, the company court shall have jurisdiction to entertain or dispose of any suit or proceedings by or against the company. A reading of the Section makes it clear that the object of this provision is mainly to safeguard the assets of the company in winding up, to bring the assets of the company under the control of the court to avoid for distribution, wherever possible, expensive litigation and in regard to matters capable of being dealt with and determined expeditiously and cheaply by the winding up Court. In the decision reported in 40 CC 77 in Sri Murugan Oil Industries Private Limited., Re., this Court held that Section 446 is wide in its terms and not restricted to any category of suits or any legal proceedings who ever may be the plaintiff. 13. Adverting to the extent of the jurisdiction of the Company Court, ordering winding up of a company, in the case of Sudarsan Chits (I) Limited vs. Sukumaran Pillai reported in 58 Company Cases 633, the Supreme Court held that sub Section 2 of Section 446 of the Companies Act was introduced to enlarge the jurisdiction of the court winding up the company so as to facilitate the disposal of the winding up proceedings. The Court held that in the absence of a provision like Section 446 (2) under the repealed Indian Companies Act, 1913, the Official Liquidator had the unenviable fate of filing suit to realize and recover the claims and subsisting debts owned to the company. This meant, indefiniteness as well as multiplicity of the proceedings holding up the progress of the winding up proceedings. To save this difficulty, the Parliament had provided for summary remedy by conferring jurisdiction on the Court winding up the company to entertain petitions in respect of claims for and against the company. Keeping this object in view, the Apex Court held that “Section 446(2) must receive such construction at the hands of the Court as wound advance the object and at any rate not thwart it�. 14. Keeping this object in view, the Apex Court held that “Section 446(2) must receive such construction at the hands of the Court as wound advance the object and at any rate not thwart it�. 14. In the background of this section, the decision of the Constitution Bench of the supreme Court reported in 1972 SC 878 in the case of S.V. Kindaskar vs. V.M. Deshpande, need to be noted immediately as regards the scope of the expression “legal proceedings� found in Sub Section 2 of 446 of the Act. The said decision was rendered in the context of reassessment proceedings under Section 147 of the Income Tax Act. It is stated that the proceedings were initiated under Section 148 of the Income Tax Act to re-open the assessment of the company in relation for the assessment for the period prior to the winding up order passed in the year 1959. The Official Liquidator questioned the jurisdiction of the Income Tax Officer to issue notice of re-opening without leave of the Court. The Division Bench of the High Court held therein that the leave of the Company Court under Section 446(1) was not necessary since the Income Tax Officer had exclusive jurisdiction to make the reassessment and determine the tax liability. On appeal by the Official Liquidator, the question posed for decision was to whether it was necessary for the Income Tax Officer to obtain the leave of the Court to excise his jurisdiction. The Apex Court considered the question as regards the effect of Section 446 of the Companies Act over the Section 148 of the Income Tax Act as to whether former would prevail over later. 15. The Apex Court held (page 885), “Looking at the legislative history and the scheme of Indian Companies Act, particularly the language of Section 446, read as a whole, it appears to us that the expression of “other legal proceedings� in sub section (1) and the expression “legal proceeding� in sub Section (2) convey the same sense and the proceedings in both the sub-sections must be such as can appropriately be dealt with by the winding up court. The income-tax Act is, in our opinion, a complete code and it is particularly so with respect to the assessment and re-assessment of income-tax with which alone we are concerned in the present case. The income-tax Act is, in our opinion, a complete code and it is particularly so with respect to the assessment and re-assessment of income-tax with which alone we are concerned in the present case. The fact that after the amount of tax payable by an assessee has been determined or quantified, its realisation from a company in liquidation is governed by the Act because the income-tax payable also being a debt has to rank pari passu with other debts due from the company. It does not mean that the assessment proceedings for computing the amount of tax must be held to be “such other legal proceedings� as can only be started or continued with the leave of the liquidation court under section 446 of the Act. The liquidation court, in our opinion, cannot perform the functions of income tax officers while assessing the amount of tax payable by the assessees even if the assessee be a company which is being wound up by the Court. The orders made by the Income-tax Officer in the course of assessment or re-assessment proceedings are subject to appeal to the higher hierarchy under the income-tax Act. There are also provisions for reference to the High Court and for appeals from the decisions of the High Court to the Supreme Court and then there are provisions for revision by the Commissioner of Income-tax. It would lead to anamalous consequences if the winding up court were to be held empowered to transfer the assessment proceedings to itself and assess the company to income-tax……… The language of Section 446 must be so construed as to eliminate such startling consequences as investing the winding up court with the power of an Income-tax Officer conferred on him by the Income-tax Act, because in our view the legislature could not have intended such a result. 16. With the above law laid down, the decision reported in 112 CC 552 in the case of Catholic Centre vs. Pilot Pen Co., has to be understood as a case relating to the distribution of the assets of the company to a debt due viz., tax dues, from the company in liquidation. It may be noted that the question before this Court in the reported case itself, was with reference to a post quantification of liability by the income tax authority. It may be noted that the question before this Court in the reported case itself, was with reference to a post quantification of liability by the income tax authority. Referring to the overriding power of the Company Court under Section 446(2)(b) of the Companies Act, over any other law, more particularly, Section 220(2) of the Income Tax Act, 1961, the learned Judge expressed that, “the only restriction is that the Court has to satisfy on the facts a particular case that the claim for statutory interest under the Income-tax Act would amount to hardship, cause grave miscarriage and injury to the contributors�. After ascertaining the liability and the hardship that the demand would have on the assets of the company in meeting the interest/penal interest, after referring the catena of decisions of this Court and the Apex Court, the learned Judge held that,� I am of the firm view that this is a fit and proper case where the claim of the income-tax authorities for interest/penal interest should not be allowed, as this Court has ample power to waive under Section 446(2)(b) of the Companies Act, read with rule 9 of the Companies (Court) Rules, 1959�. The Court permitted the Official Liquidator to remit the tax liability excluding interest/penal interest. 17. The scope of this decision has to be understood in the context of the Supreme Court decision reported in AIR 1972 SC 878 . In fitness of these things, this Court held that the power of the Company court under section 446(2)(b) of the Company Act, override any other law including, more particularly Section 220(2) of the Income Tax Act, 1961 which is not the same as determination of liability under the tax code. This Court also noted the decision of the Supreme Court referred to above in 1972 SC 878 equivalent to 42 CC 168. 18. In the background of the aforesaid decision, it is clear that as per Section 446 of the Companies Act it is enough to say that the properties of the company in liquidation vests with the Company Court. This Court also noted the decision of the Supreme Court referred to above in 1972 SC 878 equivalent to 42 CC 168. 18. In the background of the aforesaid decision, it is clear that as per Section 446 of the Companies Act it is enough to say that the properties of the company in liquidation vests with the Company Court. The Liquidator as an officer of the court, shall be charged with the duty of representing the company to protect the interest of the company in liquidation, that by the general scheme of Section 446, the administration of the assets of the company in liquidation extends over the matter relevant to the distribution of the assets of the company. Section 446 of the Act puts a ban on suits or other legal proceedings to be commenced or if pending on the date of winding up order, to be proceeded with against the company, except by leave of the Court and subject to such terms as the Court may impose. Sub Section (2) of Section 446 states that the company Court shall have exclusive jurisdiction to entertain or dispose of any suit or proceeding by or against the company, any claim made by or against the company, any application made under Section 391 by or in respect of the company, any question of priorities or any other question whatever, whether of law or fact, which may relate to or arise in the course of winding up proceedings. The reason for such a reservation of power is not far to seek that if any dispute arises with reference to the company during the pendency of the winding up proceedings, the pendency of such disputes should not have an adverse effect of hampering the proceedings before the winding up Court. The section aims to facilitate a hassle free administration of the assets of the company under the supervision of the winding up Court. The power reserved under Section 446 of the Act hence, need to be addressed to on the basis of sound and reasonable principles, which will go well with the legislative intent. In this connection Section 537 needs to be referred to. It states that certain proceedings taken without the leave of the Court shall be null and void. The power reserved under Section 446 of the Act hence, need to be addressed to on the basis of sound and reasonable principles, which will go well with the legislative intent. In this connection Section 537 needs to be referred to. It states that certain proceedings taken without the leave of the Court shall be null and void. A cumulative reading of this provision show that the sum and substance of these provisions are that the assets of the company are brought under the control of the winding up Court, that the disputes relating to the assets, ultimately having a bearing on the distribution of the assets be proceeded with only by the Company Court, that if some are pending before any other statutory body, having to do with the properties of the company, be proceeded with after obtaining the leave of the Court in questions where collection or distribution of assets are not involved, it follows that the absence of leave from the Company Court does not make it ipso facto the proceedings null and void. At best, it may only become voidable. It may be noted that if any dispute regarding the Company arises, then such dispute under the scheme of the Companies Act be brought to the knowledge of the Companies Court, so that the agencies not knowing the true state of affairs of the winding up of the Company may not interfere with functioning of the liquidator who has to wind up the company under the direct supervision of the winding up Court. It may also be noted that the person, to safeguard whose interest the provisions is incorporated, should get the proceedings declared as no affecting the interest of the company in liquidation and thereby hampering the proceedings before the Court. 19. Section 446 of the Companies Act is a procedural section and it comes into play when there is a suit by or against the Company. The Supreme Court in the case of Basindhar Shankarlal vs. Mohd. Ibrahim, reported in 41 CC 21, after examining in detail the decision of the English Courts and several High Courts held that the Company Court had the jurisdiction to grant leave to proceed with the suit or other proceeding against the company in liquidation, even if such leave had not been obtained for commencement of the suit or proceeding. Ibrahim, reported in 41 CC 21, after examining in detail the decision of the English Courts and several High Courts held that the Company Court had the jurisdiction to grant leave to proceed with the suit or other proceeding against the company in liquidation, even if such leave had not been obtained for commencement of the suit or proceeding. It may be noted even in cases where the leave of the Court is not obtained, the proceeding at best be regarded as instituted on the date on which the leave has been obtained from the High Court. Dealing with Section 171 of the Companies Act, 1913, which is the same as Section 446(1) of the Companies Act of 1956, the Supreme Court held that, “suit or proceeding instituted without leave of the Court may in our judgment, be regarded as ineffective until leave is obtained, but once leave is obtained, the proceeding will be deemed instituted on the date granting leave�. Where a suit filed without obtaining the permission of the court, but which was obtained subsequently, following the above said decision of the Supreme Court, this Court held in the decisions reported in 1990 3 CLJ 114 in the case of Asian Travels India Pvt. Ltd., RE and 49 CC 514 in the case of State Bank of India vs. Official Liquidator, that, the suit will be effective only from the date on which the such leave was obtained. 20. In the light of the decisions of the Supreme Court and the view I have taken, I do not find any merit in accepting the plea of the Official Liquidator, that once the liquidation proceedings are pending in this Court and the Official Liquidator is already in charge of the affairs of the company, the Rent Controller would not have the jurisdiction to proceed with the fixation of fair rent. The decision relied on in support of the proposition made by the Official Liquidator need to be understood in the context of the law laid down by the Supreme Court. Even the decision reported in 112 CC 552 relating to the very same company in liquidation, instead of supporting the case of the respondents, support the stand of the applicant only. Even the decision reported in 112 CC 552 relating to the very same company in liquidation, instead of supporting the case of the respondents, support the stand of the applicant only. The relief of levy and interest itself was granted taking note of the provisions under Section 446(2)(b) of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959. The proceedings does not become void, but are only voidable. 21. The decisions relied on by the counsel for the applicant may be noted herein. The decision reported in 40 CC 657 in the case of Official Liquidator v. Bhagwat Saran Garg, by the Allahabad High Court relates to a case where lessee fell into rent arrears after entering into the compromise with the Official Liquidator. The Court held that the lessee had accepted the terms of the lease with the Official Liquidator and hence, the lessee was liable to pay the full rent for the lease period as well as damages subsequent to the expiry of the lease. The Court further held that the claims of the Official Liquidator had to be considered under Section 446 (2) to hold that the regular suit was not necessary. 22. The second decision reported in AIR 1992 Allahabad 227 in the case of Faizabad Distillers Pvt. Ltd vs Salim Tailor relates to a default committed by the tenant. In the context, the Court held that a separate proceedings is not necessary to evict the tenant. The Court held that the Company Court was not precluded from ordering eviction in winding up proceedings. Interpreting the scheme under Section 446 of the Companies Act, the Court held at page 229 that, “the legislative intent for this purpose is clear that there can be no impediment in the way of Liquidator to get involved in unnecessary litigation as there is public accountability after a winding up order has been passed to determined the liquidation proceedings as expeditiously as possible.� The Court further held that the winding up proceedings were pending for over 20 years, “the tenants of the company under the winding up proceedings cannot stretch winding up proceedings to suit their personal interest. They have to wind up also, along with the winding up of the company.� 23. They have to wind up also, along with the winding up of the company.� 23. The case in Virendra Singh Bhandari vs. M/s. Nandlal Bhandari & Sons Pvt. Ltd., reported in AIR 1995 MP 217 relates to a leasing of a property without the permission of the Company Court by the Official Liquidator. In that context, the Court held that leasing of the property without the sanction of the Court after the liquidation was without jurisdiction. 24. The decision reported in 118 CC 190 by the Gujarat High Court in the case of Visvesvaraya Research Centre vs. Rustom Mills, relating to the lease of a company, for 60 years. There was no registered lease deed. Referring to Section 107 of the Transfer of Property Act and the several covenants found in the assignment deed, the Court held that assignment of the sub leasing of the property was in breach of the assignment by the Government of Maharashtra. The Court held that the lease hold right of the company is valuable asset which the Official Liquidator holds the premises can be used by the Administrator for the benefit of the Company and the rights can be sold or assigned by the Official Liquidator in consonance with these agreements. 25. The decision reported in 74 CC 577 in the case of Deutsche Bank vs. S.P. Kala relates to a issue of filing of a suit by bank against the company in liquidation and in such an event, the suit can be transferred to the jurisdiction of the Company Court to pass a decree against the guarantor. 26. The sum and substance of the above said decisions is that while the jurisdiction of the Rent Control Court on matters pertaining to fixation of rent is absolute, the Company Court would have full power to scrutinize the matter further thereon after fair rent is determined for the purpose of realizing the rent arrears or proceedings thereon to deal with the property in the matter of administration of the assets of the company in liquidation. The jurisdiction of the Company Court includes the further consideration on the question of continuance of the tenancy or the termination, keeping in mind, the interest of the company in liquidation since further proceedings to be taken in the normal course would hamper the smooth proceedings in the matter of administration of the assets of the company in liquidation. The jurisdiction of the Company Court includes the further consideration on the question of continuance of the tenancy or the termination, keeping in mind, the interest of the company in liquidation since further proceedings to be taken in the normal course would hamper the smooth proceedings in the matter of administration of the assets of the company in liquidation. The Company Court has every responsibility to see that apart from realizing the debt due to the company, which is in the form of arrears of rent, the property be taken possession of without going through the rigour of the Rent Control Legislation. It may be noted that the extent to which the special enactment like the Rent Control Act supercedes the provisions of the Companies Act under Section 446 of the Act has to be understood as being restricted to those matters which do not interfere with the administration of the Company in liquidation in accordance with the provisions of the Companies Act. 27. It may be noted that the right to have fair rent fixed is different from the right of the liquidator to take possession of the property and to deal with it in the manner required in accordance with the provisions of the Companies Act. This includes the right to move the Company Court to recover the rent arrears from the tenant in accordance with the provisions of Section 446 of the Act. The view I have taken above is fully supported by the decision of the Constitution Bench of Supreme court reported in (2005) 8 SCC 190 affirming the view reported in AIR 2000 SC 1535 . 28. The recent decision of the Supreme Court reported in 2005 8 SCC 190 , in the case of Rajasthan State Financial Corporation and Another vs. Official Liquidator and Another, considered the effect of special enactments vis-à -vis the companies Act. The Apex Court in the above said decision referred to the decisions reported in (2000) 4 SCC 406 in the case of Allahabad Bank vs. Canara Bank as well as ( 1996 4 SCC 165 ) in the case of Industrial Credit and Investment Corpn. of India Limited vs. Shrinivas Agencies and (2000) 7 SCC 291 in the case of Andhra Pradesh State Financial Corpn. vs. Official Liquidator. 29. of India Limited vs. Shrinivas Agencies and (2000) 7 SCC 291 in the case of Andhra Pradesh State Financial Corpn. vs. Official Liquidator. 29. In the decision reported in (2005) 8 SCC 190 , Supreme Court held that in the matter of proceedings under the recovery of debts due to the financial banks and the Financial Institutions Act, 1993, before the Debts Recovery Tribunal, the Apex Court held that, “In Allahabad Bank v. Canara Bank, the question of jurisdiction of the Debts Recovery Tribunal under the Recovery of Debts Due to Banks and Financial Institutions Act, 1993, vis-à -vis the Company Court arose for decision. This Court held that even where a winding up petition is pending or a winding up order has been passed against the debtor company, the adjudication of liability and execution of the certificate in respect of debts payable to banks and financial institutions, are respectively within the exclusive jurisdiction of the Debt Recovery Tribunal and the Recovery officer under that Act and in such a case, the Company Court’s jurisdiction under Sections 442, 537 and 446 of the companies Act stood ousted. Hence, no leave of the company Court necessary for initiating proceedings under the Recovery of Debts Act…….But it noticed that by virtue of Section 19 (19) of the Recovery of Debts Act, the priorities among various creditors; had to be decided by the Recovery Tribunal only in terms of Section 529-A of the Companies Act and Section 19(19) did not give priority to all secured creditors…The court has not held that Section 529-A of the Companies Act will have no application in a case where a proceedings under the Recovery of Debts Act has been set in motion by a financial institution.� 30. Referring to the provisions of RDB Act, 1993 and the exclusive jurisdiction of the recovery Tribunals, the Apex Court further held that the right to sell under the State Financial Corporation Act, 1951 is under the Recovery of debts due to the Banks and Financial Institutions Act, 1993, by a creditor coming within those Acts and standing outside the winding up is different from distribution of the proceeds of the sale of the security and the distribution in a case where the debtor is a company in the process of being wound up, can only be in terms of Section 529A readwith Section 529 of the Companies Act. In substance, the Apex Court recognized the jurisdiction of the institution constituted under the Special enactments to the extent of adjudication and thereafter the distribution left to be considered as per the provisions of the companies Act. The Court held that the Debt Recovery Tribunal acting under the State Financial Act, 1993 would be entitled to order the sale of the properties of the company in liquidation only after notice to the Official Liquidator after hearing him and that acting under Section 29 of the State Financial Act could exercise its power only after obtaining the appropriate permission from the Company Court and acting in terms of the directions issued by this Court as regards associating the Official Liquidator with the sale, fixing the upset price from the reserve price, confirmation of the sale, holding of the sale proceeds and the distribution thereof among the creditors in terms of the Section 529-A and Section 529 of the Companies Act. In the context of this decision, the jurisdiction of the Rent Controller in fixing the fair rent and the Company Court ordering recovery in the case of lessee falling into arrears ordering eviction need to be understood in that the jurisdiction of the Company Court in matters pertaining to and dealing with the assets of the company including the recovery of the leased out property, is exclusive and does not yield to the provisions of the Rent Control Act. Cases which do not relate to the distribution of the assets are left to the exclusive jurisdiction of the Rent Control court only. The provisions of the Companies Act to that extent yield to the provisions of the Rent control Act. This holds good during the pendency of the winding up petition as well as after the winding up order is passed. The failure to obtain the permission from the Company Court hence is not fatal to the maintainability of the petition. 31. The sum and substance of this decision is that the jurisdiction this Special Court or authorities under the Special enactments is not in any way offended by the provisions of the Companies Act. The scheme of provisions applicable to the companies in liquidation, need to be viewed as one having jurisdiction to ensure proper working of the distribution of the assets of the company. The scheme of provisions applicable to the companies in liquidation, need to be viewed as one having jurisdiction to ensure proper working of the distribution of the assets of the company. In the context of the above said ruling, the proper course as far as this case is concerned, would be that, while it is for the Rent Controller to exercise his jurisdiction as regards fixation of fair rent is concerned, as per the provisions of the Rent Control Act, the Company Court retains its jurisdiction to get into the correctness or otherwise of the decision of the Rent Controller. The winding up court has the jurisdiction and authority to get into the correctness of the decision, so that the interest of the company is safeguarded. By that, it does not mean the company court will have the responsibility of fixing the fair rent which would definitely be for the Rent controller alone to decide upon. Having regard to the said view that I have taken, I do not find any merit in accepting the plea of the Official Liquidator that the Rent Controller has no jurisdiction to decide on the issue of fair rent. Since the issue relates to the property which is under the control of this Court, the respondent ought to have brought to the knowledge of this Court before moving the Rent controller for a fair rent fixation, failure to do so, however, would not make the proceedings void abinitio but viodable. 32. The learned counsel appearing for the respondent referred to paragraphs 20 and 25 in the judgment reported in ( AIR 2000 SC 1535 ) (Allahabad Bank vs. Canara Bank) at page 1544, relating to the jurisdiction of the Debt Recovery Tribunal as well as to paragraph 40 and 41. However, in view of the subsequent decision of the Supreme Court decided by the Constitution Bench, I do not think there exist any doubt as regards the provisions of the Companies Act vis-a vis the other enactments. 33. In the light of the above said reasons that I have given that the Rent Controller jurisdiction is not ousted by reason of Section 446 of the Act, the question that survives is as to whether this Court should determine the monthly rent at Rs.1 lakh payable from 1.10.1987 as a rent subject to renewal of lease for ordering eviction. In the light of the above said reasons that I have given that the Rent Controller jurisdiction is not ousted by reason of Section 446 of the Act, the question that survives is as to whether this Court should determine the monthly rent at Rs.1 lakh payable from 1.10.1987 as a rent subject to renewal of lease for ordering eviction. This prayer has been made by the Official Liquidator as an alternative prayer to the first prayer to direct the first respondent to vacate and hand over the premises and to pay mesne profits at Rs.1 lakh from 1.10.1987 onwards. The submissions seem to be that irrespective of renewal of lease, the first respondent should pay the price at Rs.1 lakh fixed as a monthly rent/as a mesne profits and ordered eviction. 34. As I had stated earlier in the matter of fixation of fair rent, the Rent Controller is the authority to decide the fair rent as per the provisions of the Act. Both the parties have submitted basis of their claim on the fair rent. The proceedings before the Rent Controller was initiated as early as 1987. This company application preferred by the Official Liquidator is of the year 1989. More than 15 years have passed since the date of preferring this application by the Official Liquidator and nearly 19 years completed since the date of filing the petition for fixation of fair rent. I do not find any justification now at this distance of time to drive the parties to go before the Rent Controller to have the fair rent fixed. It is stated by the Official Liquidator that he had received demand notice for the arrears for Chennai Metrowater Supply. It is seen that C.A.No.227 of 2005 is filed by one S. Dorail Raj, who is one of the shareholders and Ex-Director of the Company. The application therein stated that on the Official Liquidator clearing the dues, the company can be revived and ordering of winding up be stated. The Official Liquidator therein had filed a report. It is stated by the Official Liquidator in his supplementary report that there has been demand from the Chennai Metropolitan Water Supply and Sewerage Board demanding a sum of Rs.7,23,251/- towards arrears of water and sewerage tax from 1998-99 to 2005-06. This difference of arrears is calculated on the basis of enhanced rate of property tax. It is stated by the Official Liquidator in his supplementary report that there has been demand from the Chennai Metropolitan Water Supply and Sewerage Board demanding a sum of Rs.7,23,251/- towards arrears of water and sewerage tax from 1998-99 to 2005-06. This difference of arrears is calculated on the basis of enhanced rate of property tax. It is also stated that the property tax which fell on arrears is to the tune of Rs.15,69,627/-. As per the records, no amount was due to the Income Tax Department, except refund. He has also stated that the Corporation has worked out the property tax on a fair rent fixed by the Corporation at Rs.1,66,510/-. Considering the fund position available and the statutory dues which remained to be paid, the Official Liquidator has stated that this Court may consider ordering sale of impugned property. It is also stated that the original title deeds of the property occupied by the respondent are with Premier Chit Corporation Limited, who is one of the secured creditors and claiming a sum of Rs.166 lakhs. The title deeds are yet to be handed over to the Official Liquidator in spite of the letter written. Hence, the Official Liquidator has sought for direction in his report in C.A.No.227 of 2005. 35. Taking note of the various provisions of Rent Control Act, which provides for the appeal, revision and other remedial action, the interest of justice demands atleast now that there should be a decision on the fair rent arrived at the hands of this Court. This view is taken as an exception, keeping in mind the interest of the company in liquidation and the parties to the litigation. It is stated by the Official Liquidator in the course of hearing, that except for the dues on property tax and a portion on the other statutory dues to the said authorities, all the creditors are satisfied. The properties of the companies are all sold, except the present property, in which the first respondent is having its lease hold interest. It is stated by the Official Liquidator in the course of hearing, that except for the dues on property tax and a portion on the other statutory dues to the said authorities, all the creditors are satisfied. The properties of the companies are all sold, except the present property, in which the first respondent is having its lease hold interest. Hence, in fitness of things and interest of justice, there cannot be any impediment for this Court in taking up fixation of fair rent, as a special exercise, by allowing the parties to let in evidence through affidavits containing details, so that, the parties can address directly on the merits of the claims before this Court to have the fair rent fixed. 36. In this connection, useful reference made in the decision relied on by the learned counsel for the applicant reported in AIR 1976 Supreme Court 1152 in the case of N.S. Mills vs. Union of India. This decision is an authority for the proposition that the powers of the Court cannot be forsaken even though there are limitations on the power of the Court having regard to the scheme of Section 446 of the Companies Act. Hence, the inherent power has its roots in necessity and its breadth is coextensive with the necessity. 37. I do no visualize that there can be any serious objection as regards this course of action. As the Supreme court expresses in the aforementioned decision (1976 SCC 1155), “if there is to be a relief, he must construct it here by simple legal engineering�. In these circumstances, while upholding the claim of the first respondent as regards the jurisdiction of the Rent Controller to decide on the fair rent fixation on the point of law, I feel, as a measure of expediency and as an exception, in the matter of liquidation proceedings of the year 1977, while continuing the stay of the proceedings before the Rent Controller, the parties herein are directed to substantiate the claim on the fair rent through affidavits with all necessary supporting evidence, so that, the fair rent be fixed without any further delay. 38. With the above observation, rejecting the claim of the Official Liquidator on the point of law, the parties herein are directed to submit their contentions, with necessary evidence, let in, so that the fair rent be arrived at the earliest. 38. With the above observation, rejecting the claim of the Official Liquidator on the point of law, the parties herein are directed to submit their contentions, with necessary evidence, let in, so that the fair rent be arrived at the earliest. It is open to the parties herein to, if they so desire, to let in oral evidence. Hence, the RCOP pending on the file of the 10th Small Cause Court in RCOP.No.3831 of 1987 shall stand transferred to this Court. 39. It may be noted that some of the shareholders of this Company in liquidation have approached this Court that they are willing to revive the company. Except for some desire expressed, affidavit filed does not disclose any concrete plan as regards their proposal. In the absence of any such details, I am not in a position to accept their prayer, however, I make it clear that it is open to the shareholders to renew their application for any scheme for revival, if they so desire. 40. In the light of the order passed as given in paragraph 37 herein, the prayer of the Official Liquidator as regards the grant of stay of the proceedings is ordered. As regards the second prayer to direct the first respondent to vacate and handover the property to the liquidator, the same may await the decision on the fair rent aspect. So too, the last prayer to direct the first respondent to pay the rent at the rate of Rs.1,00,000/- until the first respondent vacates the premises. The prayer in all these aspects may be considered after the decision is arrived at on the question of fair rent by this Court. The application is closed.