J.S. Narang, J.

1. The Petitioner i.e. Godrej & Boyce Mfg. Company Limited (hereinafter referred to as tenant) was inducted as a tenant into the premises describable as First and Second Floors of Shop-cum-Office Nos. 123-124, Sector 17-C, Chandigarh, w.e.f. July 15, 1980 at monthly tenancy of Rs. 6000/- exclusive of water and electricity charges. The rent of the demised premises was enhanced from time to time.

2. The landlord filed a petition under Section 13(2) (ii) (a) of the East Punjab Urban Rent Restriction Act, 1949. as applicable to the Union Territory, Chandigarh, for seeking eviction of the tenant from demised premises on the ground that the tenant sub-let the portion of the demised premises to M/s Godrej GE Appliances Ltd. (hereinafter referred to as sub-tenant).

3. The petition was contested by the tenant as also by the sub-tenant. Upon the pleadings of the parties issues were framed and the primary issue i.e. Issue No. 1 reads as under: -

(1) Whether the Respondent No. 1 has sublet the portion to Respondent No. 2 OPP

4. It is the case of the landlord that a lease deed dated July 15, 1980, Ex. P/5 was executed with the tenant. After the expiry of the prescribed period in the aforesaid lease deed, subsequently another lease deed was executed in July, 1990 and the demised premises were agreed to be let-out for a further period of five years commencing form July 15, 1990 to July 14. 1995. It may be noticed here that this lease deed was not got registered though it was required to be registered compulsorily under the provisions of Registration Act, 1908. It is the admitted case that the sub-tenant is a Limited Company which was incorporated on 25.2.1993 and the tenant holds 60% shares in the sub-tenant and 40% held by General Electrical Company (a foreign company). The sub-tenant took over the business of manufacturing "Refrigerators" at Mohali and started selling the same itself against the sales tax number obtained accordingly. The sub-tenant housed itself in the demised premises and started functioning and commenced its business therefrom.

5. The landlord sought eviction of the tenant on the ground of sub-letting the premises without the consent of the landlord. The sub-lease has been created in favour of the sub-tenant by the tenant. In respect of this issue, the landlord has brought on the file the documentary evidence out of which, the document which requires pointed attention is Ex. P1, dated 36.3.1993, an application for obtainment of sales tax certificate granting sales tax number in favour of the sub-tenant. Another document which has been referred to, an affidavit Ex. P4 dated 6.5.1993, executed by Sh. Girish Bapat as representative of the sub-tenant, filed before the Sales Tax authorities for obtainment of sales tax number. The aforesaid person described himself as Manager of the sub-tenant and has deposed in the affidavit that the demised premises had been taken on monthly rent of Rs. 2500/-. Another fact stands corroborated from the averments contained in the affidavit that the sub-tenant is functioning from a portion of the demised premises. This fact and also the aforesaid facts have remained un-rebutted. in the application Ex. P1, the sub-tenant has described the principal place of business as "SCO 122-124, Section 17-C, Chandigarh" and in all other documents, such as certificate of registration, the aforesaid address has been given which have been exhbited as Ex. P2, and P3. It shall be apposite to notice the entries made in the relevant paras of the documents:"Ex. P1 Form A

3. Name(s) of the Godrej-GE Appliances

principal place of Ltd. SCO 122-124.

business in the said Section 17-C, Chandigarh.

Stale and address thereof.

Ex. P1. Form S.T.1.

I, G.S. Bapat, proprietor/manager/partner/or any other Officer/Officers duly authorised by him in writing of the business known as GODREJ-GE APPLIANCES LTD whose head office in Chandigarh is situated at SCO 122-124, SEC 17C, CHANDIGARH, here apply on behalf of the said business for a certificate of registration under the Punjab General Sales Tax Act, 1948 and attach herewith a treasury/bank receipt being the registration fee.

Ex. P2 Forms T.IV

This is to certify that the firm known as M/s Godrej/G.K. Appliances Ltd. SCO 123-124, Sector 17-C. Chandigarh, whose head office in the Union Territory of Chandigarh is situated at Chandigarh has been registered as a dealer under the Punjab General Sales Tax Act. 1948, as enforced in Union Territory of Chandigarh.

Ex. P3 Certificate of Registration

This is to certify that M/s Godrej G.E. Appliances Ltd. SCO 123-124, Sector 17-C, Chd, whose principal place of business within the Union Territory of Chandigarh is situated at Chandigarh has been registered as a dealer under Section 7(1)/7(2) of the Central Sales Tax Act, I956. The business is as:

Ex. P4 Affidavit

1. That I am Manager of the Company, name and style of M/s. GODREJ GE Appliances Limited. SCO Nos. 123-124, Sector 17-C. Chandigarh.

11. That the business premises have been taken on monthly cost of Rs. 2,500/-.

6. The tenant has also placed on record a copy of the communication addressed to the Excise and Taxation Officer, Chandigarh dated May 11, 1993, whereby it has been categorically admitted that the tenant is entitled to utilise a portion of the demised premises for its subsidiary or associate company/companies without written permission of the lessors. The portion of the letter Ex. R1 reads as under:

As per the terms of our agreement with the landlord(s), we are allowed to utilise a portion of the demised promises for our subsidiary or associate company/companies without written permission of the lessors.

7. However, it has been admitted by Sh. S.C. Popli, RW1, who appeared as General Manager of the tenant that sub-letting was not permitted. It has also been admitted that Sh. G.S. Bapat, Branch Manager of the sub-tenant used to sit in a separate cabin next to his cabin in the demised premises. This witness also identified the signatures of Sh. G.S. Bapat upon Ex. P1, P2, P3 and P4. He has not been able to establish any fact for defining the sub-tenant as sister concern of the tenant.

8. It has also been admitted by witness of the sub-tenant Sh. Vivek Aggarwal, who was appointed as Branch Manager, he has stated that before his joining as Branch Manager at Chandigarh, Sh. Rakesh Singh was the Branch Manager and that he used to operate for sub-tenant from a separate Cabin.

9. The Learned Counsel for the tenant (Petitioner) has argued that the lease deed which is stated to have been executed on July 15, 1990 between the tenant and the landlord, though not registered, can be read as a rent note and therefore, the averments contained therein, can be taken as collateral purpose and one such clause that the tenant is entitled to induct a subsidiary or sister/associate company/companies into demised premises stands established and that the sub-tenant is none else but a subsidiary of the tenant. Thus, the ground of sub-letting cannot be accepted qua the sub-tenant. The argument is that the rent note can be looked into for reading the said clause in favour of the tenant. The alternative argument is that no contract can over-ride or substantiate the provisions provided in the statute for eviction. This argument is based on the ground that the affidavit which is stated to have been given by Sh. Girish Bapat cannot be read against the tenant as that factum is meant for a different purpose. The landlord is entitled to make out his case only as per the provisions of the Rent Restriction Act and that no ground can be permitted to be substantiated by virtue of such a document, in this regard reliance has been placed on the judgment in re: Lachhmi Devi v. Satya Wati and Anr. 1985(1) RCR, 189.

10. The second argument is that the lease deed dated 15.7.1990 executed by the landlord, though not registered, can be read as a rent note and the clause vide which the tenant is entitled to induct subsidiary or sister company/companies into premises can be read as a collateral purpose and that clause would not be affected, by non-registration of the document as envisaged under Section 17 of the Registration Act, 1908. Reliance has been placed upon the proviso to Section 49 of the Registration Act. The argument is that the said cause is separate. as such, not required to be registered and therefore, does not fail within the scope of essential ingredients of the lease deed, as contained in Section 105 of the Transfer of Property Act, therefore, can be read as collateral purpose. Reliance has been placed upon a judgment of Delhi High Court in re: M/s Rai & Sons (P) Ltd. and Ors. v. M/s Phelps & Company(P) Ltd., 1989(1) AIRCJ, 462. In 1989(1) AIRCJ, 462, (supra), specific reference has been made to para 11, which reads as under:

11. To me, however, it appears that the controversy as to whether documents Ex. Mark A and Ex. R-21 would require registration is irrelevant. The controversy has been raised by the landlord company so that the court does not look into para 6 of Ex. Mark A and para 7 of Ex. R-21. if these documents require registration then under Section 49 of the Registration Act, these would not affect the immovable property comprised therein or be received of any transaction affecting such property the same could be used as evidence of any collateral transaction not required to be effected by a registered instrument. Reliance was placed on a decision of this Court in Engineering Projects (India) v. S.K. Malhotra and another to contend that relevant paras of Ex. Mark A and Ex. R-21 could not be looked into. The lease deed in that case required registration and since it was not registered, it was held that under Section 49 of the Registration Act it could not be looked into, and so it was held that the clause relating to subletting and parting with possession in the lease deed could not have been proved on record. This judgment may appear to help Mr. Arun Mohan in his argument, but it also appears to me that the effect of the proviso to Section 49 of the Registration Act was not referred to in this judgment. Under this proviso, there is no bar to leading of evidence of any collateral transaction not required to be effected by a registered instrument. Under proviso (b) to Sub-section (1) of Section 14 of the Act, a tenant cannot sublet, assign or otherwise part with the possession of the whole or any part of the premises without obtaining the consent in writing of the landlord. This provision has overriding effect. A Rent Controller is only to see if there is no bar that when such a consent in writing is in a document which is compulsorily registerable and is not registered it cannot be looked into.

11. Third argument is that the tenant had not parted with the possession for consideration in favour of the sub-tenant. It is the case of the tenant that the tenant holds 60% of the share holding and therefore, is holding company as defined under the provisions of Companies Act, I960. Thus, the entire functional control of the sub-tenant vests in the tenant, therefore, the question of parting any possession cannot be accepted. It is further argued that the tenant and the sub-tenant are virtually established at a joint working place as the substantial business of manufacturing Refrigerators was handed over to the sub-tenant with 60% controlling power in it. The argument is that for arriving at this conclusion, the veil of the sub-tenant has to be lifted to arrive at correct conclusion. Since for all practical purposes, it is the tenant who is functioning in the sub-tenant, therefore, parting of possession cannot be said to have been established. In this regard reliance has been placed on the judgment in re: M/s Madras Bangalore Transport Company (West), Appellant v. Inder Singh and others, : AIR 1986 SC 1564 [LQ/SC/1986/174] . The other argument is that the nature of possession has also to be seen so far as the sub-tenant is concerned, the sub-tenant is in occupation of the premises at the sufferance of the tenant, meaning thereby the sub-tenant has been allowed to function as a licensee, as such, the question of parting of possession for consideration in favour of sub-tenant cannot be said to have been substantiated. In this regard reliance has been placed on the judgment in re: Jagan Nath (Deceased) v. Chander Bhan, as : AIR 1988 SC 1362 [LQ/SC/1988/309] , Smt. Prakash Wati and Ors. v. Dr. R.K Kapur, reported as 1994(2) RCR 36 and Ram Gopal Goyal v. Om Parkash Dhir 1994(1) RCR 90.

12. It is contended that the courts below have totally mis-read the evidence, affidavit of Sh. Girish Bapat is not enough to accept the factum of payment of rent by the subtenant to the tenant. The description of the premises as the place of business by the subtenant in the application and the requisite certificates given by the Sales Tax authorities would not establish the fact that the possession was parted with in favour of the sub-tenant. It is the admitted case of the tenant that sub-tenant is sister concern/subsidiary company and therefore, is entitled to the possession of demised premises.

13. On the other hand Mr. M.L. Sarin, Senior Advocate has argued on behalf of the landlord that the documents which have been noticed by the courts below, categorically corroborate the fact that part of the possession of the premises has been surrendered by the tenant in favour of the sub-tenant for consideration. It is categorically stated by an officer of sub-tenant that the sub-tenant is paying rent at monthly rate of Rs. 2500/-. A pointed reference has been made to Ex. R1, a document produced by the tenant, wherein in the second paragraph it has been categorically stated that as per the agreement with the landlord, the tenant is allowed to utilise a portion of the demised premised for their subsidiary or associate company without written permission of the lessor. This admission specifically corroborates that portion of the demised premises was given possession of to the sub-tenant.

14. Now the question arises, is it that no permission is required The answer is that the lease deed dated July 15. 1990, though executed between the landlord and the tenant, required to be registered compulsorily because it has been executed for a period of five years, but has not been registered. In pursuant to the provisions of Registration Act, said document cannot be read into evidence and the clause which is being relied upon by the tenant cannot be termed as a collateral purpose. In the similar facts which came for kind consideration of the Apex Court, the ambit and scope of the word collateral purpose has been discussed and the judgment of the Apex Court rendered in Re: M/s Madras Bangalore Transport Company (West), Appellant v. Inder Singh, as : AIR 1986 SC 1564 [LQ/SC/1986/174] , has also been considered, in the judgment rendered in Re: M/s Bajaj Auto Limited v. Behari Lal Kohli, : AIR 1989 SC 1806 [LQ/SC/1989/388] . A complete answer has been given to the arguments raised by the Learned Counsel for the tenant. In this regard, pointed reference has been made to para Nos. 6, 7, 8 and 9 of the aforesaid judgment, which read as under:

6. There is no dispute that the Appellant has put M/s United Automobiles in possession of the premises and has thus parted with the possession within the meaning of S. 14(1) Proviso (b) of the. The Appellant company has a separate legal entity and has nothing to do with M/s United Automobiles except that the latter is the dealer-distributor of some of its manufactured articles. M/s United Automobiles is not a licensee and is not in possession of the premises on behalf of the Appellant. The monetary benefit available to the dealer is confined to the commission it received on the sale of every vehicle; and does not include the right of enjoyment of the premises. The dealer pays a fixed sum as rent to the Appellant and the rent is not related or dependent on the sale of any vehicle. The fact that this amount is same as what is paid by the Appellant to the Respondent does not appear to be material. The irresistible conclusion is that the Appellant has created a sub-lease in favour of its dealer. The question now is whether the clause in the lease mentioned above amounts to the Respondents consent in writing.

7. The contention of the Learned Counsel for the Respondent that the aforesaid clause cannot be looked into for want of registration of the lease deed appears to be correct. Reliance has been placed on the observations of Faznl Ali, J. in Sachindra Mohan Ghose v. Ramjash Agarwalla, : AIR 1932 Pat 97 [LQ/PatHC/1931/65] that if a decree purporting to create a lease is inadmissible in evidence for want of registration, none of the terms of the lease can be admitted in evidence and that to use a document for the purpose of proving an important clause in the lease is not using it as a collateral purpose.

8. The Learned Counsel for the Appellant attempt to meet the point by saying that so far the consent of the landlord permitting sub-letting is concerned, it does not require registration and the clause. therefore, must be excepted from the requirement of registration and consequent exclusion from evidence. We do not see any force in this argument. The question whether a lessee is entitled to create a sub-lease or not is undoubtedly a term of the transaction of lease, and if it is incorporated in the document it cannot be disassociated from the lease and considered separately in isolation. If a document is inadmissible for non-registration, all its terms are inadmissible including the one dealing with landlords permission to his tenant to sub-let. It follows thai the Appellant cannot, in the present circumstances, be allowed to rely upon the clause in his unregistered lease deed.

9. There is still another reason to hold that the aforesaid clause cannot come to the aid of the Appellant. A perusal of its language would show that it contains the Respondents consent in general terms without reference to M/s United Automobiles. As a matter of fact. M/s United Automobiles came to be inducted as a sub-tenant much later. Can such a general permission be treated to be the consent as required by Section 14(1) Proviso (b) of the It was held by this Court in M/s Shalimar Tar Products v. S.C. Sharma, : (1998) 1 SCC 70 [LQ/SC/1997/1481] : (AIR 1988 SC 145 [LQ/SC/1987/762 ;] ">AIR 1988 SC 145 [LQ/SC/1987/762 ;] [LQ/SC/1987/762 ;] ); that Ssl4(l) Proviso (b) and 16(2) and (3) of the Delhi Rent Control Act, 1958 enjoin the tenant to obtain consent of the landlord in writing to the specific sub-letting and any other interpretation of the provisions will defeat the object of the statute and is, therefore, impermissible. Since it is not suggested that the consent of the Respondent was obtained specifically with reference to the sub-letting in favour of M/s United Automobiles, the clause in the lease deed, which has been relied on cannot save the Appellant, even if it be assumed in its favour that the clause is admissible and the sub-lessee is Appellants associate concern. The appeal, therefore, falls and is dismissed with costs.

15. It has also been argued that the factum of usage of the portion of the demised premises has been admitted by the officer, who has appeared on behalf of the tenant as RW2, Sh. S.C. Popli. Therefore, the possession having been parted with in favour of the sub-tenant without written consent, as envisaged under Section 13(2) (ii) (a) of the Rent Control Act, clearly stands established, as such makes out a case in favour of the landlord for seeking eviction of the tenant from the demised premises.

16. It is further argued that the joint possession of the Companies cannot be accepted i.e. the tenant and the sub-tenant as both the Companies are separate legal entities and that nothing has been brought on record that any kind of partnership subsisted between the Companies for manufacture of Refrigerators. However, to the contrary it is fairly conceded that the business of manufacture of Refrigerators was taken over by the subtenant which was incorporated on 25.2.1993. The factum of delivery of possession for consideration stands proved beyond any doubt and that concurrent possession of the Companies cannot be accepted as the evidence has come on record that their offices have been functioning separately from separate cabins. Both the Companies hold separate sales tax numbers for carrying on their business. In this regard, reliance has been placed upon the judgments which are noticed as under:

In re: Mrs. Sushma Malhotra v. Prem Nath others, (1985)87 P.L.R. 570.

In re: Ram Saran v. Payare Lal, 1996(1) RCR 212;

In re: M/s Cox & Kings Ltd. v. Smt. Chander Malhotra, 1997(1) RCR 493.

17. In rebuttal, Mr. Rajiv Kataria, Learned Counsel for the Petitioner-tenant has argued that the statements of account of the Company which have been produced as Ex. R2 and R3, there is no entry for receiving the rent from the sub-tenant. I am afraid, this document is of no use to the Petitioner as the entries are upto March, 31, 1993, whereas the sub-tenant was incorporated on 25.2.1993. This contention has been noticed only to be rejected.

18. I have heard rival contentions of Learned Counsel for the parties. I am of the considered opinion that no infirmity can be found in the order dated 20.5.1998 passed by the Rent Controller which has been further affirmed by the Appellate Authority vide judgment dated 7.3.2001. I do not find that a case of mis-reading or non-reading of the evidence has been made out by the Petitioner-tenant.

19. An effort has been made for reading the relevant clause as collateral purpose. 1 am afraid, such clause cannot be read into collateral purpose. There is a specific contract executed which ensues in favour of the tenant for inducting a subsidiary or associate company into the premises. In any case, Learned Counsel for the Petitioner has not been able to establish that the said company is a subsidiary or associate company, except for the fact that the tenant is a holding company but beyond that no nexus between the two has been established. However, to the contrary it has been established that both these companies have been functioning from the premises independently without any assistance from each other in respect of business of the sub-tenant. The documentary evidence that both the companies hold separate sales tax numbers and no sale of the Refrigerators is being made through the tenant stands established beyond any doubt. It has been further established beyond any doubt that the tenant parted with possession of portion of the demised premises in favour of the sub-tenant for consideration. The affidavit Ex. P4 has not been demolished except for the bald statement made by one of the witnesses produced by the Petitioner-tenant. The oral evidence against the documentary evidence is too weak a piece of evidence to be accepted. The Petitioner has failed to establish on record the details of the non-receivables of the rents as no statement of accounts for subsequent year i.e. 1993-94 has been produced or the expenditure account of the sub-tenant has been produced for establishing this fact.

20. In view of the dicta of the Apex Court laid down in : AIR 1989 SC 1806 [LQ/SC/1989/388] , M/s Bajaj Auto Limited v. Behari Lal Kohli. (supra), I am of the opinion that the Petitioner-tenant has miserably failed to established that the sub-tenant was inducted as subsidiary or associate company. The parting of possession for consideration stands established, perusal of the document Ex. R1, produced by the Petitioner, belies the plea of the Petitioner tenant, apart from the affidavit Ex. P4.

21. Resultantly, there is no substance in the petition, as such it is dismissed with no order as to costs.