O R D E R

CO.APPL. 517/2018 & CO.APPL. 60/2022 IN CO. PET.213/2012

1. This order shall decide the above-noted applications moved on behalf of the applicant-IIPL1, whereby, in CO.APPL. 517/2018, 1 Infinity Infotech Parks Limited moved under Section 535 of the Companies Act, 19562, the applicant- IIPL is praying for leave to be granted to the Official Liquidator to disclaim the office space situated on the 15th Floor of the Building „Infinity Benchmark‟, on the land bearing No. G-1, Block No. EP & GP, Sector V, Bidhannagar District, North – 24 Parganas, Salt Lake City, Kolkata (hereinafter referred to as “the sub-demised office space”) and further to direct the Official Liquidator to hand over possession of the said sub-demised office space to the applicant-IIPL. The other application, bearing CO.APPL. 60/2022, has been instituted under Sections 446(1) and 456(1) of the Act, inter alia praying for peaceful, vacant and khas possession of the sub-demised office space to the applicant from the Official Liquidator, as also, payment of Rs. 99,34,879/- by the Official Liquidator to the applicant on account of lease, rent, electricity and other charges up to 08.05.2012, along with mesne profits payable from 09.05.2012 to the date of delivery of possession.

2. Briefly stated, the sub-demised office space was leased to the respondent/company (in liquidation) – Mahua Media Private Limited, by way of an Indenture of Sub-Lease dated 11.12.2009, executed between the applicant and the company (in liquidation) for a residual period of 90 years with effect from 02.04.2004, commencing from 01.10.2009. Further, by virtue of a Supplementary Indenture of Sub- Lease dated 24.04.2011, the company (in liquidation) was allotted a

2 The Act parking space for twenty (20) road worthy motors cars in the compound of the building „Infinity Benchmark‟, commencing from 01.04.2010, for a residual term of 90 years with effect from 02.04.2004. It is stated that the Indenture of Sub-Lease as well as the Supplementary Indenture were duly registered.

3. As per the terms and conditions of the Indenture of Sub-Lease as well as the Supplementary Indenture of Sub-Lease, the company (in liquidation) was contractually obligated to pay various monthly charges to the applicant on account of lease rent, electricity charges, air conditioning charges, common service and maintenance charges and such other charges as enumerated therein. It is stated in this regard that the applicant raised several invoices against the company (in liquidation) and the said invoices were duly accepted by the company (in liquidation) and no objections were raised against the same. However, in breach of the Indenture of Sub-Lease and the Supplementary Indenture of Sub-Lease, the company (in liquidation)

did not pay the requisite monthly rents and other applicable charges.

4. In this regard, it is stated on behalf of the applicant that a sum of Rs. 84,78,292/- was due and payable by the company (in liquidation) for the period upto 30.05.2012 and the same was intimated to the company (in liquidation) vide letters dated 01.03.2012 and 08.03.2012 sent by the applicant, recording the failure, neglect and refusal on their part to pay the outstanding monthly charges. Further, it was stated in the letter dated 08.03.2012 that in case of failure to pay the outstanding amount within a period of (2) months, the Indenture of Sub-Lease would stand terminated. It is stated that neither were the above-mentioned letters replied to nor were the outstanding dues paid by the company (in liquidation), and therefore, the Sub-Lease of the office space as well as the car parking stood terminated. In view of such termination, the applicant became entitled to take over possession of the sub-demised office space along with the said parking spaces, yet, the company (in liquidation) failed and neglected to deliver vacant and peaceful possession of the sub- demised office space to the applicant, despite various demands for the same.