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2026 Supreme(Online)(Bom) 3682

HIGH COURT OF BOMBAY
Arif S. Doctor, J
Shree Vishnu Holdings & Consultants Pvt. Ltd. – Appellant
Versus
Official Liquidator Bank Of Karad – Respondent
COMPANY APPLICATION NO. 369 OF 2017 | COMPANY PETITION NO. 229 OF 1992

Advocates:
For the Appellants/Petitioners: Ashish Kamat, Aseem Naphade, Shreya Bhagnari, Lulania, Reeuta Patil
For the Respondents: Rohaan Cama, Shakib Dhorajiwala, Indrajeet Deshmukh

A liquidator's continued occupation of premises for liquidation duties is a valid justification that defeats summary eviction claims, particularly when repeated applications lack proof of material change in circumstances, thereby triggering the principle of res judicata against the applicant.

Headnote:(A) Companies Act, 1956 - Section 457 - Winding-up - Occupation of premises by an official liquidator - Whether an applicant can maintain successive applications for the possession of property previously denied by the court on the basis of identical grounds - Principles of res judicata and issue estoppel are triggered when there is no substantive or material change in circumstances - A liquidator’s necessity to store records and conduct the business of the company in liquidation holds a valid legal standing, and courts are generally expected to prioritize the relevance of such justification over a landlord's demand for repossession through summary proceedings. (Paras 37A, 37B, 37C)

(B) Summary Jurisdiction - Scope and Ambit - The power vested in the court under company law provisions is limited to an assessment of whether the reasons provided by the officeholder for continuous occupation are germane and reasonable - The court cannot utilize summary proceedings to override established contractual tenancy rights or compel a party to accept a less secure legal arrangement such as a leave and licence agreement without mutual consent. (Paras 37H, 37J)

(C) Judicial Discretion - Appellate review of officeholders’ functions - Courts generally refrain from conducting an inquiry into the administrative efficiency or the pace of document management by an officeholder during summary eviction proceedings, unless such proceedings have concluded. (Paras 37D, 37J)

Facts of the case:
The applicant, in its capacity as a landlord, sought to reclaim possession of premises currently occupied by a court-appointed liquidator for the purpose of winding up a defunct commercial entity. An earlier application for the same relief had been dismissed by the court upon noting the requirement of the premises for the storage of sensitive records and ongoing administrative duties. The applicant filed a fresh application, citing a reduction in the volume of ongoing litigation and offering alternative premises to the liquidator, contending that the current factual circumstances had changed significantly.

Findings of Court:
The court determined that the primary grounds for the previous rejection remained valid, as the liquidation process had not concluded and usage of the premises for document storage persisted. It rejected the argument that the marginal reduction in the number of pending cases constituted a material change in circumstances justifying the eviction of the liquidator from the tenanted property.

Issues: Whether the second application for possession is barred by the principles of res judicata/issue estoppel, and whether the liquidator's continued occupation of the tenanted premises remains a justified necessity within the scope of summary proceedings under the Companies Act.

Ratio Decidendi: The court established that the occupation of premises by an official liquidator for conducting winding-up duties satisfies the test of relevance, and that a summary eviction application cannot be entertained where the foundation of the requirement for the premises is historically established and continues to exist. Furthermore, the court maintained that contractual tenancy rights cannot be altered or extinguished via summary jurisdiction without the express consent of the parties involved.

Result: Application dismissed with costs.

Table of Content
1. sets out the factual background and procedural history of the eviction request. (Para 1 , 2)
2. arguments based on changed circumstances and landlord rights. (Para 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21)
3. arguments based on res judicata, tenancy protection, and operational necessity. (Para 22 , 23 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36)
4. court determination on res judicata and the limited scope of summary liquidation proceedings. (Para 37 , 38)

P.C.

1. This is the second application filed by the Applicant under the provisions of Section 457 of the Companies Act, 1956 ("Companies Act"), in which the Applicant has sought the following relief, viz.

“a) That this Hon’ble Court be pleased to direct the Respondent to vacate and hand over quiet, vacant and peaceful possession of the premises belonging to the Applicant (Landlord) namely the Office premises situated on the ground floor of the Applicant’s building known as Commonwealth Building situated at 82, Nagindas Master Road, Fort, Mumbai - 400 023;

b) for costs of this Company Application and orders thereon; ”

2. However, before adverting to the rival contentions, it is useful for context to set out the following facts:

i. The Applicant is the owner and landlord of a flat measuring 1,100 square feet situated on the ground floor of a building known as Jayshree Chambers, 82 Nagindas Master Road, Fort, Mumbai 400 023 (“the said premises").

ii. It is not in dispute that the Bank of Karad (“the Bank”) has been the tenant of the said premises since 1962 and that in the year 1985, a Suit for eviction was filed by the original owner of the said premises, i.e., one Smt Devi Narendra and others, against the Bank. The Applicant subsequently acquired the right, title, and interest in the said premises from Smt Devi Narendra in the year 1962 and is now admittedly the Plaintiff in the said eviction Suit which is pending in the Small Cause Court, Bombay.

iii. Pursuant to the Orders dated 27th May 1992 and 20th July 1994 passed by this Court, the Bank was directed to be wound up, and the Respondent was appointed as Liquidator of the Bank. The Respondent therefore took charge of the affairs and assets of the Bank in July 1994, including the said premises.

iv. The Applicant thereafter, on 7th July 1999, filed Company Application No. 429 of 1999 (“the First Application”) seeking possession of the said premises. The First Application was, however, dismissed by an Order dated 23rd March 2001 (“the First Order”) in which this Court has, at page 9 thereof, inter alia, observed as follows:

“In these circumstances, I am of the view that no case for the return of the premises is made out. The Learned Counsel appearing on behalf of the applicant submitted that applicant would make efforts to make available to the Liquidator alternative premises. It is always open to the applicant to do so and the learned Counsel appearing behalf of the Liquidator has not expressed any objection thereto, save and except, that it is for the Liquidator, if any premises are forthcoming to determine their suitability with reference to his requirements. In these circumstances, the Application is rejected.” (emphasis supplied)

v. The Applicant has filed the present Application citing changed circumstances. The Applicant has also, during the course of arguments, made the following offer (i) to make available to the Respondent, an alternate premises on a leave and licence basis for such area and for such duration as this Court may deem fit; (ii) furnish an undertaking, if necessary, to renew such leave and licence or provide suitable alternate premises in the event the liquidation proceedings are not completed despite bona fide efforts; and (iii) to digitise, at the Applicant’s cost, the records stored at the said premises to conserve space. For ease of reference (i) to (iii) shall be referred to as “the Applicant’s offer”.

Submissions on be

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2026 Supreme(Online)(Bom) 3682

HIGH COURT OF BOMBAYArif S. Doctor, JShree Vishnu Holdings & Consultants Pvt. Ltd. – AppellantVersusOfficial Liquidator Bank Of Karad – RespondentCOMPANY APPLICATION NO. 369 OF 2017 | COMPANY PETITION NO. 229 OF 1992

A liquidator's continued occupation of premises for liquidation duties is a valid justification that defeats summary eviction claims, particularly when repeated applications lack proof of material change in circumstances, thereby triggering the principle of res judicata against the applicant.

Cases Referred (7)

HIGH COURT OF BOMBAY
Arif S. Doctor, J
Shree Vishnu Holdings & Consultants Pvt. Ltd. – Appellant
Versus
Official Liquidator Bank Of Karad – Respondent
COMPANY APPLICATION NO. 369 OF 2017 | COMPANY PETITION NO. 229 OF 1992