JUDGMENT :

S. RAVINDRA BHAT, J.

1. In this appeal by special leave, an affirming judgment of the Calcutta High Court (dismissing the appeal, against an order allowing the respondent’s application under Section 535 of the Companies Act, 1956 (hereafter “the Act”) has been questioned.

2. The appellant (hereafter “SASF”) is a trust, constituted as a special purpose vehicle (SPV) by the Central Government for acquiring by transfer, the stressed assets of the Industrial Development Bank of India (IDBI), to administer and manage the stressed assets and to recover amounts due, by framing schemes of restructuring, settlement etc. with borrowers. IDBI, through a deed of assignment, unconditionally transferred all loans and advances granted by it, to SASF, including the loans and securities in relation to the second respondent, the company in liquidation.

3. The facts are that Wellman Smith Owen Engineering Corporation, a company incorporated in the United Kingdom leased immovable property, which it took possession of, on a lease rent of Rs. 3600/- with effect from 1st April, 1962. The assets and business of Wellman were taken over, through an agreement dated 10th October, 1962 by Wellman Incand