Supreme Court of India
THE MUNICIPAL CORPORATION OF GREATER MUMBAI & ORS.versusCENTURY TEXTILES AND INDUSTRIES LIMITED & ORS.
- Citation
- 2025 INSC 36
- Decided
- 6 January 2025
- Disposal
- Appeal(s) allowed
- Bench
- VIKRAM NATH
Holding
Section 51(2) of the Bombay Improvement Trust Transfer Act, 1925 creates only a contingent right to convey and does not impose an unconditional obligation on the corporation, and the writ petition is barred by laches and the limitation period.
Summary
Century Textiles entered into a lease for Block‑A in 1928 under the Bombay Improvement Trust Transfer Act, 1925, with a 28‑year term that expired in 1955. The lease required the construction of poorer‑class dwellings and contained no clause obligating the Municipal Corporation of Greater Mumbai to convey the land after the lease. After more than five decades of inactivity, the company sent a notice in 2006 and filed a writ petition in 2016 seeking a mandatory conveyance, which the Bombay High Court ordered. The Supreme Court examined whether s.51(2) of the 1925 Act imposed an unconditional duty to convey and held that the provision creates only a contingent right, which, read harmoniously with s.48(a), does not bind the corporation. The Court also found the writ petition barred by laches and the limitation period under s.527 of the 1888 Act, given the 61‑year delay. Consequently, the appeal was allowed, the High Court judgment set aside, and the writ petition dismissed.
Issues considered
- Whether the Municipal Corporation of Greater Mumbai was bound to convey the lease land to Century Textiles under s.51 of the Bombay Improvement Trust Transfer Act, 1925.
- Whether the writ petition filed in 2016 was barred by delay, laches, and the limitation period prescribed under s.527 of the Mumbai Municipal Corporation Act, 1888.
- How s.48(a) and s.51(2) of the 1925 Act should be interpreted – harmoniously or as conflicting provisions.
- Whether the Board resolution and lease deed created a vested right of conveyance for the lessee.
Legislation cited
- Bombay Improvement Trust Transfer Act, 1925s. 48, s. 51
- City of Bombay Improvement Act, 1898s. 32B, s. 32G, s. 32I
- Companies Act, 2013
- Mumbai Municipal Corporation Act, 1888s. 527
- Transfer of Property Act, 1882s. 108(q)
Subjects
Conveyance of leaseDelays and lachesHarmonious and contextual interpretationShall conveyClaim for compulsory conveyanceSpecific performanceMandatory injunctionLimitationPoorer Classes Accommodation SchemeLease deedPublic trustDestructive interpretationsPrinciples of statutory interpretationMunicipal Corporation of Greater MumbaiLegal noticeHarmonious ConstructionDead letter provisionStatutory interpretation
Judgment
[2025] 1 S.C.R. 313 : 2025 INSC 36
The Municipal Corporation of Greater Mumbai & Ors.
v.
Century Textiles and Industries Limited & Ors.
(Civil Appeal No. 6667 of 2023)
07 January 2025
[Vikram Nath* and Prasanna B. Varale, JJ.]
Issue for Consideration
Issue arose whether the appellant-Corporation was bound to
convey the lease in favour of the respondent in terms of s.51 of
the Bombay Improvement Trust Transfer Act, 1925; and whether
writ petition filed before the High Court sufferred from delays and
laches and was liable to be dismissed as the cause of action had
arisen in 1955 whereas the writ petition was filed in 2016 after a
delay of 61 (sixty-one) years.
Headnotes†
Bombay Improvement Trust Transfer Act, 1925 – ss.48, 51 –
Mumbai Municipal Corporation Act, 1888 – s.527 – City of the
Bombay Improvement Act, 1898 – s.32B – Poorer Classes
Accommodation Scheme-PCAS – Default and determination
of lease – Execution of conveyance – In 1918, PCAS approved
for respondent no. 1 which provided for construction of 44
Blocks of poorer class dwellings containing a total of 980
rooms and 20 shops as a pre-condition for execution lease
u/s.32G – Scheme duly notified – Respondent no. 1 constructed
476 dwellings and 10 shops till 1925, as a part of the
pre-condition for execution of lease – 1898 Act repealed by
the Act of 1925 – Respondent no.1 applied to the Improvement
Trust under the 1925 Act for alteration of the notified Scheme
and the same was granted – According to the resolution,
Block-B and Block-C was to be excluded – Block-B was
conveyed to the respondent no.1 – Lease of Block-A for a
period of 28 years granted to the company, which was to expire
in 1955 – For 51 years, neither the appellant nor respondent
no.1 initiated any proceedings against each other – In 2006,
respondent No.1 served notice u/s.527 of the 1888 Act on the
* Author
314 [2025] 1 S.C.R.
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appellant that after expiry of lease period of 28 years, the said
property ought to be conveyed to the respondent No.1 and,
on failure to do so the respondent No.1 would be constrained
to file a suit – However, no suit ever filed – Respondent no.1
requested to execute formal deed of conveyance in 2014 and
2016, however, no action taken – Respondent No.1 then filed
writ petition in 2016 – High Court allowed the same directing
the appellant to execute formal conveyance of plot in favour
of the respondent No.1 – Sustainability:
Held : Not sustainable – Terms and conditions of the lease
agreement reveal no stipulation that on the expiry of the lease,
after completion of 28 years, the appellants would be bound to
convey the said land to respondent no.1 – Neither the Board
Resolution nor the lease deed and neither the statutory framework
in force imposed any obligation upon the appellant to execute
a conveyance in favour of the respondent no.1 – High Court
misinterpreted the same to be a condition incorporated in the lease
deed for conveyance, on expiration of 28 years – Harmonious
and contextual interpretation of ss.48(a) and 51(2) of the 1925
Act, as well as the clear absence of any covenant to that effect
in the lease deed, unequivocally demonstrates that no vested
right to conveyance arose on the expiration of the lease – Rather
than insisting that “shall convey” in s.51(2) invariably means an
unconditional obligation, it is more appropriate to understand that it
calls for conveyance only where the arrangement and compliance
align with the statutory prerequisites – Absent any express statutory
mandate or contractual stipulation, the claim for compulsory
conveyance at the end of the lease term must fail – Respondent
no.1 failed to take any active step in furtherance of getting such
a conveyance executed at the end of the lease term – Thus, the
appellants neither bound nor were under any legal obligations to
convey the premises to the respondent no.1 – As regards delay
and laches, no merit in the conduct of the respondent no. 1 where
it deliberately chose to sit still on its rights for a long period of
fifty-one years – Writ petition filed before the High Court in 2016
clearly a route adopted to subvert the long delay of sixty-one
years which cannot be condonable – View taken by the High
Court in treating the petition to be not suffering from any delay
and laches cannot be sustained – Furthermore, the preamble
to the 1925 Act states that enactment was for constructing new
[2025] 1 S.C.R. 315
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
sanitary dwellings for certain classes of the inhabitants of the city
to secure tangible benefits for the poorer sections of society –
Lease deed did not confer any rights to convert the usage of the
lands for commercial purposes – Land allocated under a special
scheme, on “poorer classes” accommodation, when sought to be
commercially exploited, represents a direct affront to the spirit of
the enactment – Such conduct amounts to abuse of beneficial
legislation – Public trust reposed in the private entity to serve a
greater good is thus betrayed – This not only harms the class
of beneficiaries whom the legislation and agreement designed
to protect and imperils the broader public interest – Impugned
judgment of the High Court set aside [Paras 36, 37, 38, 44,
53-55, 58, 63, 64-69, 70].
Bombay Improvement Trust Transfer Act, 1925 – ss.48 and 51 –
s.48 providing the general conditions of the lease given under
the Poorer Classes Accommodation Scheme-PCAS placing
restrictions on the lessee as to how it would use and how the
rent etc. would be determined for letting out the tenements,
whereas s.51 provides for default, and determination of the
lease – Interpretation of ss.48 and 51:
Held : s.48(a) and s.51(2) must be read harmoniously so that
the duty to restore the premises at the end of the lease remains
intact, unless a clear contrary intention emerges, and the right
to conveyance u/s.51(2) thereof is recognized as contingent, not
automatic – Such a reading is consistent with the accepted principle
that statutory provision should not be construed in a manner that
would reduce another provision to a “dead letter – By employing
a harmonious construction, the 1925 Act’s provisions are allowed
to complement rather than contradict one another – This approach
upholds the integrity of the legislative scheme, ensures that none
of its components are undermined, and maintains a balance
between the obligations imposed on a lessee and any rights that
may accrue at the end of the lease’s tenure – If there is default,
then u/s.51(1), the Board has a right to re-enter upon the demised
premises whereas under sub-Section (2) thereof provides that
where no default is made, the Board shall convey the premise to
the lessee at his cost – It is neither necessary nor desirable to
treat s.51(2) as an absolute mandate that would override or negate
s.48(a) thereof – Interplay between ss.48(a) and 51(2) is resolved
316 [2025] 1 S.C.R.
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through a construction that acknowledges the necessity of leaving
the premises in good condition at the expiration of lease, while
recognizing that conveyance can be contemplated only where
such a course is unequivocally aligned with the lease terms and
the statutory framework as a whole – This reconciliation preserves
the intention of the legislature, avoids destructive interpretations,
and provides coherent, just, and practical reading of the statute.
[Paras 46-52]
Interpretation of statutes – Principles of statutory interpretation –
Explanation:
Held : Principles of statutory interpretation demand that no provision
of a statute should be rendered nugatory or superfluous – Statute
must be construed as a coherent whole, ensuring that each part
has meaningful content and that the legislative scheme remains
workable – Where two provisions appear to be in tension, a
construction that reconciles them is to be allowed, allowing both
to operate and giving effect to the underlying legislative intent.
[Para 48]
Case Law Cited
Shri Vallabh Glass Works Ltd. v. Union of India [1984] 3 SCR
180 : (1984) 3 SCC 362; CIT v. Hindustan Bulk Carriers [2002]
Supp. 5 SCR 387 : (2003) 3 SCC 57; Aflatoon v. Lt. Governor
of Delhi [1975] 1 SCR 802 : (1975) 4 SCC 285; SS Rathore
v. State of MP [1989] Supp. 1 SCR 43 : (1989) 4 SCC 582;
Sainik Motors v. State of Rajasthan [1962] 1 SCR 517; Sultana
Begum v. Prem Chand Jain [1996] Supp. 9 SCR 707 : (1997)
1 SCC 373 : AIR 1997 SC 1006; Lachoo Mal v. Radhey Shyam
[1971] 3 SCR 693 : (1971) 1 SCC 619; Sita Ram Gupta v.
Punjab National Bank [2008] 4 SCR 636 : (2008) 5 SCC 711; HR
Basavaraj v. Canara Bank [2009] 15 SCR 504 : (2010) 12 SCC
458; Murlidhar Agarwal and Anr. v State of Uttar Pradesh and
Others [1975] 1 SCR 575 : (1974) 2 SCC 472; Devkaran Nenshi
Tanna v. Manharlal Nenshi [1994] Supp. 1 SCR 679 : (1994) 5
SCC 681; PTC (India) Financial Services Ltd. v. Venkateswarlu
Kari [2022] 9 SCR 1063 : (2022) 9 SCC 704; Managing Director
Chattisgarh State Co-Operative Bank Maryadit v. Zila Sahkari
Kendriya Bank Maryadit and Ors. [2020] 5 SCR 307 : (2020)
6 SCC 411; J.K. Spinning and Weaving Mill Co Ltd. v. State of
[2025] 1 S.C.R. 317
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
Uttar Pradesh & Others [1961] 3 SCR 185 : SCC Online SC 16;
Rameshwar and Others v. Jot Ram and Another [1976] 1 SCR
847 : (1976) 1 SCC 194; State of Maharashtra vs. Digambar
[1995] Supp. 1 SCR 492 : (1995) 4 SCC 683; Hari Singh v.
State of U.P. (1984) 2 SCC 624; Municipal Corporation of Greater
Bombay v. Industrial Development Investment Co. (P) Ltd. [1996]
Supp. 5 SCR 551 : (1996) 11 SCC 501; New Okhla Industrial
Development Authority v. Harkishan [2017] 1 SCR 572 : (2017)
3 SCC 588 – referred to.
List of Acts
Companies Act, 2013; City of Bombay Improvement Act, 1898;
Bombay Improvement Trust Transfer Act, 1925; Mumbai Municipal
Corporation Act, 1888.
List of Keywords
Conveyance of lease; Delays and laches; Harmonious and
contextual interpretation; Shall convey; Claim for compulsory
conveyance; Suit for specific performance or mandatory injunction;
Limitation; Constructing new sanitary dwellings for certain classes
of inhabitants of the city; Tangible benefits for the poorer sections of
society; Lease deed; Beneficial legislation; Public trust; Destructive
interpretations; Principles of statutory interpretation; Poorer Classes
Accommodation Scheme; Construction of poorer class dwellings;
Lease; Municipal Corporation of Greater Mumbai; Legal notice;
Harmonious Construction; Reduce any provision to dead letter;
No provision rendered nugatory; Delay of 51 years; Delay of 61
years; Delay not condonable; Writ petition to escape limitation;
Public welfare; Abuse of beneficial legislation.
Case Arising From
CIVIL APPELLATE JURISDICTION : Civil Appeal No. 6667 of 2023
From the Judgment and Order dated 14.03.2022 of the High Court
of Judicature at Bombay in WP No. 295 of 2017
Appearances for Parties
Neeraj Kishan Kaul, Dhruv Mehta, Darius J. Khambatta, Shyam
Divan, Ranjit Kumar, Sr. Advs., Ashish Wad, Manoj Wad, Mrs.
Tamali Wad, Siddharth Dharmadhikari, Sandeep Mohan Patil, Ajeyo
318 [2025] 1 S.C.R.
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Sharma, Ms. Akriti Arya, Keith Verghese, Ms. Ira Mahajan, M/s. J
S Wad And Co, Ms. Nina R. Nariman, J. N. Mistry, Ms. Namrata
Parikh, Aditya Panda, Sudipto Sardar, Saswat Pattnaik, Aniruddha
Deshmukh, Aaditya Aniruddha Pande, Bharat Bagla, Sourav Singh,
Aditya Krishna, Ms. Preet S. Phanse, Adarsh Dubey, Advs. for the
appearing parties.
Judgment / Order of the Supreme Court
Judgment
Vikram Nath, J.
1. The Municipal Corporation of Greater Mumbai1 and its officers have
filed this appeal assailing the correctness of judgment and order
dated 14.03.2022 passed by the Bombay High Court allowing the Writ
Petition No. 295 of 2017 filed by the Respondent No.1 directing the
appellant (Respondent No.1 therein) to execute formal conveyance
of plot bearing C.S. No.1546 of Lower Parel Division, Mumbai in
favour of the Respondent No.1 (Petitioner no.1 therein) within a
period of eight weeks.
2. Brief facts giving rise to the present appeal are summarised hereunder:
2.1. Century Textiles and Industries Limited (Respondent No.1) is
a company incorporated under the Companies Act running
a cotton mill. Under the provisions of the City of Bombay
Improvement Act, 1898,2 Respondent No.1 applied to the
Improvement Trust under Section 32B thereof under the
Poorer Classes Accommodation Scheme (in short, “PCAS”)
to provide dwellings to the poorer class workers. The said
application was filed on 12.04.1918.
2.2. The Improvement Trust Board, vide Resolution no. 121, in
its meeting dated 16.04.1918, approved the PCAS of the
Respondent No.1 which provided for construction of 44
Blocks of poorer class dwellings containing a total of 980
rooms and 20 shops as a pre-condition for execution of
the lease under Section 32G of the 1898 Act (as amended
in 1913), with other consequences to follow.
1 MCGM
2 The 1898 Act
[2025] 1 S.C.R. 319
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
2.3. It would be worthwhile to mention here that the construction
was to take place on a piece of land measuring 50,000
sq. yds. sub-divided into three plots A, B and C. However,
at present, the dispute relates only to plot A admeasuring
23,000 sq. yds.
2.4. The above scheme, as approved by the Board, was duly
notified on 01.05.1918 as Scheme No. 51. The Special
Collector handed over the charge of the property/plot bearing
C.S. No. 1546 of Lower Parel Division to the Improvement
Trust, pursuant to the aforesaid Resolution No. 121 and
the notification of Scheme No. 51, sometime in August,
1919. The possession of the said plot was, later on, handed
over by the Improvement Trust to the Respondent No.1,
whereupon, they started the construction and constructed
476 dwellings and 10 shops till the year 1925, as a part
of the pre-condition for execution of lease under Section
32G of the 1898 Act.
2.5. In the year 1925, the 1898 Act was repealed by The Bombay
Improvement Trust Transfer Act, 1925.3 On 10.03.1927,
Respondent No.1 applied to the Improvement Trust under
Section 37(2) of the 1925 Act for alteration of the notified
Scheme No. 51. Again, on 20.05.1927, Respondent No.1,
through their solicitors M/s C.N. Wadia and Company applied
to the Improvements Committee making the same request
for modification of the notified Scheme No. 51 requesting the
committee to accept the 476 rooms instead of 980 rooms and
10 shops instead of 20 shops, as required under the notified
scheme. The Improvement Trust/Board, vide Resolution
No. 325 dated 31.05.1927, granted alteration of the notified
Scheme No. 51. According to the said resolution, Block-B
and Block-C would be excluded from Estate Agent’s plan,
lease of Block-A for a period of 28 years to be granted to
the company on the terms mentioned in paragraphs 2 and 4
of the letter dated 20.05.1927, Block-B to be conveyed to
the Respondent No.1 on terms and conditions stated in
paragraph 5 of the letter dated 20.05.1927 and Block-C to
remain the property of the Improvement Trust/Board.
3 The 1925 Act
320 [2025] 1 S.C.R.
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2.6. Pursuant to the said Resolution No. 325, Block-B was
conveyed to the Respondent No.1 on 10.01.1928 for
which the Respondent No.1 paid Rs.1,20,000/- as sale
consideration.
2.7. Later on, a lease was granted by the Board in favour of
Respondent No.1 on 03.10.1928 with respect to Block-A,
which included both the land and buildings for a period of
28 years w.e.f. 01.04.1927 at a yearly rent of Rupee One.
The lease was to expire on 31.03.1955 i.e. on completion
of 28 years. The Respondent No.1 also paid the expenses
of acquisition which had been incurred by the Board.
2.8. For a period of 51 years, neither the appellant nor the
Respondent No.1 initiated any proceedings against each
other - the Respondent No.1 for getting the conveyance
executed, as is being claimed now, and the appellant for
eviction of the Respondent No.1 as the lease period had
expired. The fact remains that the Respondent No.1 has
continued in possession of the land and buildings comprised
in Block-A.
2.9. The Respondent No.1, on 14.08.2006, served a legal notice
under Section 527 of the Mumbai Municipal Corporation
Act, 1888 4 on the appellant stating that as per the lease
agreement, after expiry of lease period of 28 years, the said
property ought to be conveyed to the Respondent No.1 and,
on failure to do so within the specified period, the Respondent
No.1 would be constrained to file a suit. However, no suit
was ever filed by the Respondent No.1.
2.10. In 2009, an application was filed by the Respondent No.1
for redevelopment of the land in question to the appellant
as, according to the Respondent No.1, they had closed the
mill in 2008 and they wanted to shift the mill industry out of
the land in question.
2.11. Another communication dated 21.04.2009 was sent by the
Respondent No.1 to the appellant, requesting for conveyance
of Block-A as per the lease deed. The MCGM apparently
approved an integrated development scheme on 17.03.2011
with respect to Block-A Plot bearing C.S. No.1546. The
4 The 1888 Act
[2025] 1 S.C.R. 321
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
Assistant Commissioner (Estate) of the appellant was of
the opinion that Block-A should not be conveyed to the
Respondent No.1 which is apparent from the internal report
dated 17.06.2013.
2.12. A meeting between the parties was held in March, 2014
after which, once again, the Respondent No.1 requested,
vide letter dated 27.03.2014, to execute a formal deed
of conveyance. The Respondent No.1, vide letter dated
30.11.2016, again called upon the appellant to execute a
formal deed of conveyance in view of Section 51(2) of the
1925 Act. When no action was taken by the appellant, the
Respondent No.1 filed writ petition before the Bombay High
Court in December, 2016 which was registered as W.P.
No. 295 of 2017. The reliefs claimed by means of the said
petition are reproduced hereunder :
“29. …The Petitioners therefore pray :
a) For a Writ of mandamus or a writ in the nature
of mandamus or for any appropriate writ, order or
direction ordering and directing Respondent Nos. 1
and 2 (and their servants, officers and agents)
to recognize and proceed on the basis that the
said Premises being plot bearing C.S.No.1546 of
Lower Parel Division and the buildings standing
thereon vest in Petitioner No. 1 by virtue of the
provisions of the Improvement Acts and as the
absolute owners thereof.
b) For a writ of mandamus or a writ in the nature
of mandamus or any other appropriate writ, order
or direction under Article 226 of the Constitution of
India ordering and directing the Respondent No.1
(and its servants, officers and agents) to do all such
acts and things as may be necessary for formalizing
the vesting of the said Premises in Petitioner
No.1 herein including by executing and thereafter
registering with the Sub Registrar of Assurances a
Deed of Conveyance of the said Premises.
c) For a writ of mandamus or a writ in the nature
of mandamus or any other appropriate writ, order
or directions under Article 226 of the Constitution
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of India ordering and directing the Respondent
No.2 (and its servants, officers and agents) to
do all such acts and things as may be necessary
for reflecting the name of Petitioner No.1 in the
records of the Collector of Mumbai in respect of
the said plot of land bearing C. S. No. 1546 of
Lower Parel Division;
d) That pending the hearing and final disposal
of this Petition this Hon’ble Court be pleased
to direct the Respondents by themselves their
servants, agents, officers and sub-ordinates to
consider all applications from Petitioner No.1 as
emanating from the owner of the said Premises
and deal with them in all matters relating to the
said Premises as if Petitioner No.1 were the
owner thereof.
e) for ad-interim reliefs in terms of prayer
(d) above;
f) for costs of this Petition; and
g) for such other and further relief as the nature
and circumstances of the case may require be
passed.”
2.13. During the pendency of the petition, the Respondent No.1
moved two amendments to the writ petition. The first one
in June, 2017, challenging the Directions note prepared
on the internal file of the appellant recommending to stop
the ongoing work and the approval granted under the
integrated scheme to be recalled and cancelled. Further
relief seeking ad interim relief against the said action
was also sought.
2.14. The appellant issued a show cause notice dated
28.03.2018 as to why the amended IDS lay out should
not exclude Block-A Plot bearing C.S. No.1546. Upon
receipt of the said notice, the Respondent No.1 moved
the second amendment to the writ petition to challenge
the said show cause notice. Under orders of the Bombay
High Court dated 12.04.2018, the appellant was directed
[2025] 1 S.C.R. 323
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
not to proceed to adjudicate on the show cause notice
until further orders.
2.15. After hearing the learned counsel for the parties and based
on material on record, the High Court by the impugned
judgment dated 14.03.2022, allowed the writ petition and
issued appropriate directions to the appellant to execute
the conveyance of the plot in question. Aggrieved by the
same, MCGM is in appeal. While issuing notice dated
13.07.2022, this Court granted an order of status quo
to be maintained by the parties. Pleadings have been
exchanged.
3. We have heard Shri Dhruv Mehta and Shri Neeraj Kishan Kaul,
learned senior counsels for the appellants; Shri Darius J. Khambatta,
Shri Ranjit Kumar and Shri Shyam Divan, learned senior counsels
appearing for the respondents and, also perused the material on
record.
4. The submissions of the learned counsels appearing for the appellants
are briefly summarized hereunder :
A. Delay and Laches in filing the Writ Petition
5. The term of the lease dated 03.10.1928 in favour of the Respondent
No.1 expired on 31.03.1955. According to the Respondent No.1, it
was purportedly entitled to a deed of conveyance on expiry of the
aforesaid period. As such, the cause of action would arise immediately
after the expiry of the term of the lease. Respondent No.1 took no
legal action before any court of law, right from 1955 till the end of
2016 i.e. for 61 years when it filed the writ petition before the High
Court on 23.12.2016. Thus, it was submitted that the petition was
highly barred by laches and ought to have been dismissed on such
grounds.
6. It was also submitted that in 2006, a legal notice dated 14.08.2006
under Section 527 of the 1888 Act was issued by Respondent No.1,
requiring the appellant to execute the conveyance deed. The limitation
provided for filing a suit under Section 527 of the 1888 Act is six
months. But Respondent No.1 took no action thereafter for more than
10 years. No suit was ever filed by the Respondent No.1. Knowing
fully well that the limitation under Section 527 of the 1888 Act had
324 [2025] 1 S.C.R.
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expired long back, they chose to file the writ petition in December,
2016. The submission is that preferring a writ petition could not do
away with the issue of limitation which would arise while availing
the statutory remedies available. In such circumstances, the High
Court fell in error in entertaining the writ petition and holding that the
filing of the writ petition even after 61 years would not suffer from
delay or laches. In support of the said submissions, the following
two judgments are relied upon :
i) Shri Vallabh Glass Works Ltd. v. Union of India,5
ii) SS Rathore v. State of MP 6
B. Effect of Section 51(2) read with Section 48 of the 1925
Act thereof
7. Section 51(2) which talks about default and determination of lease
uses the expression “shall convey” that in a situation where there is
no default in complying with the obligations under the lease document,
the Board shall convey the premises in favour of lessee on expiration
of the lease. Whereas, Section 48(a) states that the lessee would keep
the demised premises together with its fixtures in good and substantial
repair and condition during the term of the lease and leave at the
end thereof. The submission is that while reading both the provisions
together and in order to give a harmonious construction, the expression
“shall convey” must be read as “may convey”. It is also submitted that
in case Section 51(2) is read with the expression “shall convey”, then
the expression used in Section 48(a) that the lessee would leave at the
end of the term of the lease, would have no meaning and would be
rendered as otiose or superfluous. In support of the said submissions,
the following decisions are relied upon by the appellants :
i) CIT v Hindustan Bulk Carriers,7
ii) Sultana Begum v. Prem Chand Jain,8
iii) Sainik Motors v. State of Rajasthan 9
5 [1984] 3 SCR 180 : (1984) 3 SCC 362
6 [1989] Supp. 1 SCR 43 : (1989) 4 SCC 582
7 [2002] Supp. 5 SCR 387 : (2003) 3 SCC 57
8 [1996] Supp. 9 SCR 707 : (1997) 1 SCC 373
9 [1962] 1 SCR 517 : (1962) 1 SCR 517
[2025] 1 S.C.R. 325
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
C. Concept of contracting out of the obligations and waiving
of the statutory rights by either of the parties to a contract.
8. Highlighting the concept of contracting out of obligations arising out
of a contract and waiving the statutory rights, it has been submitted
that by now, it is well-settled that the party can legally do so and
such principle has been duly recognised by this Court in the following
decisions:
i) Lachoo Mal vs. Radhey Shyam10
ii) Sita Ram Gupta v. Punjab National Bank11
iii) HR Basavaraj v. Canara Bank12
The appellants would be entitled to the benefit of said concept in
the facts and circumstances of the case.
D. Misreading by the High Court
9. According to the appellant, the High Court committed serious
error by misreading some of the relevant documents and reading
something which is not stated in such documents. Details of the
same would be discussed while analysing the said arguments.
However, in particular, we may note that the pleadings have referred
to the Resolution of the Board dated 31.05.1927 as having been
misread and secondly the lease deed dated 03.10.1928 as also
having been misread.
E. Relevancy of the internal notings and communications
inter se officers of the Corporations
10. The submission is that until and unless the order is approved by the
Competent Authority of the Corporation and issued by its Authorised
Officer, Respondent No.1 could not derive any advantage of any
internal noting or communications of the Corporation. The High
Court committed error in relying upon such noting and internal
communications without there being a decision of the Competent
Authority duly communicated to the parties. In support of the said
10 [1971] 3 SCR 693 : (1971) 1 SCC 619
11 [2008] 4 SCR 636 : (2008) 5 SCC 711
12 [2009] 15 SCR 504 : (2010) 12 SCC 458
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submissions, reliance is placed upon the judgment in the case of
Shanti Sports Club vs. Union of India.13
F. No legal rights accrued to the Respondent No.1 for vesting
of lease/conveyance of Block-A in terms of the 1925 Act
11. The 1925 Act replaced the 1898 Act, which stood repealed.
Referring to the Section 32I(2) of the 1898 Act which stood
replaced by Section 51 of the 1925 Act, it was argued that under
the 1898 Act, it was mentioned that where no default is made in
the conditions of the lease, then on determination of the lease, all
the right, title, and interest of the Board shall vest in the employer
free from all liabilities. Whereas, under Section 51 of the 1925 Act,
under sub-Section (1) on default being made, the Board had the
right to re-enter, and under sub-Section (2), where no default is
made, then on determination of the lease, the Board shall convey
the premises to the lessee at his cost and free of all restrictions
and liabilities imposed under the lease. It was, thus, submitted
that under the 1925 Act, there was no automatic vesting but a
separate deed of conveyance to be executed at the cost of the
lessee. This is the provision where the submission that the word
“shall convey” may be read as “may convey” read with Section 48(a)
of the 1925 Act. It was also submitted that the word used “at his
cost” in Section 51(2) clearly meant that for a conveyance by the
Board, the lessee would be required to make a separate payment
for such a conveyance.
G. Payment of cost of Scheme does not entitle Respondents
to any rights in the land itself.
12. The claim of the Respondent No.1 that it had incurred huge
expenditure as cost of the Scheme at the time of acquisition of the
land by the Board entitled it to a conveyance without any further
payment of cost of the land, is misplaced. The benefits admissible
to the Respondent No.1 under the lease deed were in return of the
bearing of the cost of the Scheme. It only envisaged a lease for 28
years, subject to terms and conditions recorded thereunder, but no
conveyance. For conveyance, separate costs were required to be
13 [2009] 13 SCR 710 : (2009) 15 SCC 705
[2025] 1 S.C.R. 327
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
paid at the time of conveyance as per the scheme of the 1925 Act.
It was submitted that the Respondent No.1 filed writ petition only
to make huge profits under the public welfare scheme by usurping
land valued at around Rs. 1200 crores without paying a penny.
13. On such submissions, it was prayed that the appeal be allowed, the
impugned judgement of the High Court be set aside and the writ
petition be dismissed.
14. On the other hand, the learned senior counsels for the Respondent
No.1 prayed for dismissal of the appeal by making the following
submissions:
A. The lease confers the right to conveyance on Respondent
No.1
15. It is submitted that as the lease deed dated 03.10.1928 stated that the
Board agreed to alter Scheme No.51 ‘pursuant to the lessee’s request’,
as such, the lessee’s request which contained the following expression
‘convey to the lessees the said portion of land at the expiration of the
said term’, clearly indicates that the appellant was obliged to execute
the conveyance on expiration of the lease. Even if no specific mention
of the conveyance is mentioned in the lease deed, since the appellant
agreed to alter the Scheme No. 51, they were now estopped from
denying the right of Respondent No.1 to conveyance.
B. Board Resolution No. 325 and lease cannot be used to
contract out of Section 51(2) of the 1925 Act
16. The application dated 20.05.1927 submitted by Respondent No.1
for alteration of the Scheme No.51, is reproduced in the Board
Resolution No. 325 which accepted paragraph nos. 2 and 4 thereof.
There was no occasion for the appellant today to claim that they
have contracted out of Section 51(2) of the 1925 Act. Neither the
lease deed mentioned specifically that they were contracting out of
Section 51(2) of the 1925 Act, nor at any stage thereafter have the
appellants taken this plea of contracting out.
C. Section 108(q) of the Transfer of Property Act, 1882
17. It is submitted that the appellants never raised this plea before the
High Court relying on Section 108(q) of the Transfer of Property Act,
1882 being expressly excluded in the lease deed and therefore,
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giving them the right to re-possession may not and should not be
entertained by this Court.
D. Vesting and execution of conveyance is mandatory and
cannot be contracted out
18. The submission is that the provisions of Section 51(2) of 1925 Act as
also the provisions of Section 32I(2) of the 1898 Act are mandatory
in nature as the word used is ‘shall’ and therefore, there is no
justification for the appellant to raise a plea of contracting out of the
terms of the lease or the statutory provisions. In support of the said
submission, the following judgments are relied upon:
i) Murlidhar Agarwal and Anr. v State of Uttar Pradesh and
Others14
ii) Devkaran Nenshi Tanna v. Manharlal Nenshi15
iii) PTC (India) Financial Services Ltd. v Venkateswarlu Kari16
E. Obligations of lessee/employer, recompense and composite
nature of scheme
19. Our attention has been drawn to the Scheme as spelled out in
the 1925 Act, counsels for Respondent No.1 referred to various
provisions and have submitted that once the lessee discharges all
his obligations, there is no reason why under the statutory scheme,
the land and building should not be conveyed to it. It was further
submitted that under the 1925 Act, the conveyance referred to is
akin to the vesting provided under Section 32I(2) of the 1898 Act.
F. Section 51 of the 1925 Act, a special provision prevails over
Section 48(a) of the said Act which is a general provision
20. Referring to the provision under Section 48(a) and Section 51 of
the 1925 Act, it has been vehemently argued that Section 48, being
a general provision, deals with standard conditions of the lease to
be granted under the scheme. It only postulates that at the end of
the term of the lease, the lessee shall leave the demised premises
14 [1975] 1 SCR 575 : (1974) 2 SCC 472
15 [1994] Supp. 1 SCR 679 : (1994) 5 SCC 681
16 [2022] 9 SCR 1063 : (2022) 9 SCC 704
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The Municipal Corporation of Greater Mumbai & Ors. v.
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and their fixtures “in good and substantial repair and condition”.
It does not deal with as to what would happen during the period
of lease where there is a default or at the end of the lease where
there has been no default. It is Section 51 of the 1925 Act which
deals with the above two situations and, as such, this would be a
special provision. Relying upon the following two judgments, it was
submitted that the special provision would prevail over the general
provision and, therefore, there was no option but for the appellant
to execute the conveyance.
i) Managing Director Chattisgarh State Co-operative Bank
Maryadit v Zila Sahkari Kendriya Bank Maryadit and Ors.17
ii) J.K. Spinning and Weaving Mill Co Ltd. v State of uttar
Pradesh & Others18
G. Meaning of the word “premises”
21. Submission on behalf of the Respondent No.1 is that the word
“premises” would include both land and building, as defined in
Section 3(gg) of the 1888 Act, which clearly means that the word
“premises” would include both, buildings and land. Since the
word “premises” is not defined in the 1925 Act, Section 5 of the
1925 Act provides that the words used in the 1925 Act but not
defined therein would have the same meaning as it does under
the 1888 Act.
H. Public-Private Partnership
22. The Scheme as envisaged under the 1898 Act and the 1925 Act
was an early example of the Public-Private Partnership principle, by
which the Board was able to procure private funding for purposes
of providing housing to economically weaker section of the society
in exchange for vesting or conveying the land used for the Scheme.
The Respondent No.1 having discharged its obligations without a
single default, was entitled to the benefit of vesting/conveyance at
the end of the Scheme or the lease in the present case.
17 [2020] 5 SCR 307 : (2020) 6 SCC 411
18 [1961] 3 SCR 185 : SCC Online SC 16
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I. A vested right cannot be divested by subsequent conduct
23. The submission is that once Respondent No.1 had a right to
conveyance at the end of the term of the lease, and which was an
indefeasible right, any amount of delay, laches, or other conduct
would not result in divesting of such rights. Reliance was placed
upon the judgement in the case of Rameshwar and Others vs.
Jot Ram and Another.19
J. The appellants recognized and acknowledged the ownership
rights of Respondent No.1
24. On the above aspect, the internal correspondence and noting of the
Corporation have been referred to by the learned senior counsel at
different stages, which shall be dealt with appropriately at a later stage
by analysing the arguments raised by both the sides as to whether
such noting and internal communications within the Corporation
could be relied upon.
K. Alleged Delay
25. In trying to explain the delay for approaching the Court after 61
years, it was submitted on behalf of the Respondent No.1 that the
possession of the Respondent No.1 has continued without any
obstruction by the appellant. At no stage during this entire period of
61 years, neither did the appellant sought possession of the Block-A
nor did they demand any rent for the same. The Respondent No.1,
for the first time, came to know that the Assistant Commissioner
(Estate) of the appellant had issued an opinion in June, 2013 that
the premises should not be conveyed to Respondent No.1. However,
even that opinion was never communicated to the Respondent No.1.
The High Court has dealt with this aspect of the matter and has
found that there was no delay on part of the Respondent No.1 in
approaching the Court. Reliance has been placed on the judgment
in State of Maharashtra vs. Digambar.20
26. Before proceeding to deal with the respective submissions, it would
be appropriate to refer to the relevant statutory provisions along with
19 [1976] 1 SCR 847 : (1976)1 SCC 194
20 [1995] Supp. 1 SCR 492 : (1995) 4 SCC 683
[2025] 1 S.C.R. 331
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
the scheme of those enactments. The 1898 Act was promulgated with
the preamble stating inter alia improvement and future expansion
of city of Bombay by constructing new sanitary dwellings for certain
classes of inhabitants by laying out vacant lands and by reclaiming
and laying out parts of the foreshore of the island of Bombay.
27. In the 1898 Act, a substantial amendment came in the year 1913
whereby Section 32B to Section 32I were added. This is referred to
as the Amendment Act of 1913. Under the said amended provision,
the scheme had come whereby land would be acquired by the
Board constituted under the 1898 Act and, thereafter, given out
for development and construction to private parties on such terms
and conditions as the Improvement Trust, constituted under the
1898 Act, may determine and as also spelled out in the aforesaid
provisions. Sections 32B to 32I of the 1898 Act are reproduced
hereunder:
“Section 32B. Application by employer for Poorer
Classes Accommodation Scheme : (1) Any person
employing members of the poorer classes in the course of
his business may make an application to the Board stating
that he wishes to provide poorer classes’ dwellings for
the use of all or some of such members and desiring the
Board to make a scheme for such purpose. Such person
shall hereinafter be called ‘the employer’, which term shall
include his heirs, executors, administrators, assigns and
successors.
(2) The Board on consideration of the said application, if
they are of opinion that it is expedient to provide the said
poorer classes’ dwellings, may pass a resolution to that
effect and proceed to make a scheme for that purpose.
(3) The poorer classes accommodation scheme shall
provide for –
(a) the construction of poorer classes’ dwellings
i) by the Board or
ii) by the employer under the supervision of the Board and
in accordance with plans and specifications prepared by
the Board, and
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(b) the letting on lease to the employer of the dwellings
so constructed (hereinafter called ‘the dwellings’).
(4) Such scheme may provide for all matters incidental
to the scheme, including the acquisition, raising, lowering
or levelling of land required for the execution of the
scheme and the construction of accessory dwellings of
any description that may be necessary for the purposes
of the scheme.
Section 32C – Land on which dwellings may be
constructed : The Poorer Classes accommodation
scheme may provide for the construction of the dwellings
on land: -
a) acquired by the Board or vesting in the Board either
absolutely or for sufficient number of years or
b) vesting in the employer either absolutely or for a sufficient
number of years;
Provided that the scheme shall not provide for the
construction of dwellings on land alleged to vest in the
employer until the employer has proved to the satisfaction
of the Board that he has such title to the land as shall be
good and sufficient for the purposes of the scheme.
Section 32D. Procedure on completion of scheme :
Upon the completion of a poorer classes accommodation
scheme, the provisions of sections 27, 28 and 29 shall,
with all necessary modifications, be applicable to the
scheme in the same manner as if the scheme were an
improvement scheme.
Section 32E : Procedure when dwellings are to be
constructed on Schedule C or D land : When such
scheme provides for the construction of dwellings upon
lands forming part of any of the lands specified in Schedule
C or Schedule D Government or the Corporation, as the
case may be, shall, on the scheme being sanctioned,
forthwith resume the land. The Board shall thereupon pay
in cash to Government or to the Corporation, as the case
may be, a sum equal to the market value of the land as
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The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
determined by the Collector under the Land Acquisition
Act, 1894; and such sum shall be deemed to be part of the
cost of the scheme to the Board. The land shall thereupon
vest in the Board.
Section 32F.- Deposit and Notice : (1) The construction
of dwellings shall not be commenced: -
a) where the land vests in or is acquired by the Board, until
the employer has deposited with the Board as security a
sum equal to twenty percent of the cost of the scheme;
b) where the land vests in the employer, until the employer
has submitted to the Board a proposal that the land shall
be transferred to the Board for the purpose of Poorer
Classes Accommodation Scheme and until the board
shall have served a notice in writing upon the employer
signifying their acceptance of such proposal; provided
further that if in the opinion of the Board the value of the
land falls short of twenty percent of the estimated cost of
the scheme, the shortage shall be made good by a deposit
in cash or securities.
(2) On the service upon the employer of the notice referred
to in sub-section (1), clause (b), all the estate, right, title
and interest of the employer in and to the land referred to
in the proposal shall forthwith vest in the Board.
(3) The employer shall be entitled to the gradual refund
of his deposit by annual payments equal to the annual
Sinking Fund Charges on all moneys spent by the Board
on the scheme, which shall be calculated in the manner
described in sub-section (2) of section 32G.
Section 32G.- Term of lease and amount of rent : (1) The
Board shall proceed with the Scheme and on completion
of the building shall lease the same with the site to the
employer for 28 years.
(2) The lessee shall during the said term pay to the Board
as annual rent a sum equal to the total of –
(a) the annual interest payable by the Board on all moneys
which they have spent on the scheme, and
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(b) Sinking Fund charges so calculated that at the end of
the term of the lease the aggregate in the Sinking Fund
shall amount to the total sum spent on the scheme.
Such total sum shall include –
(i) all moneys spent on Interest and Sinking Fund Charges
up to the date of the commencement of the lease,
(ii) if and so far as the land included in the scheme has
not been provided by the employer, the cost of such land,
(iii) preliminary expenses and an allowance for management
and supervision up to the date of the commencement of
the lease.
(3) The cost of such land for the purposes of this section
shall be deemed to be –
(a) if and so far as the land has been acquired for the
scheme, the actual cost of its acquisition;
(b) if and so far as the land is vested in the Board as being
part of the lands specified in Schedule C or Schedule D,
the sum paid by the Board under section 32C;
(c) in all other cases the market value of the land at the
date of the declaration of the scheme.
Section 32H.- Provisions as to lease : (1) Every lease
under a poorer classes accommodation scheme shall
commence from such date subsequent to the completion
of the dwellings as may be fixed by the Board.
(2) The following conditions shall be expressed or implied
in every lease, namely : -
a) that the lessee shall be liable for repairs and insurance;
b) that the lessee shall be liable for the payment of all
rates and taxes;
c) that the lessee shall sub-let the dwellings (except such
portions thereof as contain shops, care-takers’ quarters and
the like) only to persons employed by him in the course
of his business or their families except in so far as there
may not be sufficient numbers of such persons willing to
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Century Textiles and Industries Limited & Ors.
occupy the dwellings and in any case only to members
of the poorer classes;
d) that the lessee shall not demand or receive in respect of
any room or tenement in the dwellings any rent in excess
of the amount fixed as next hereinafter provided;
e) That the maximum rent of each room or tenement in
the dwellings (except such portions thereof as contain
shops and the like as hereinbefore set out) shall be fixed
by the Board after consulting the lessee and that such
maximum rent shall be written or painted up by the lessee
in a conspicuous position in each such room or tenement.
Such maximum rent shall not be subject to alteration save
with the consent of the Board.
Section 32I.- Default and determination of lease
(1)(a) On default being made by the lessee in any of the
conditions of the lease, all the right, title and interest of
the employer to the dwellings and in and to the land on
which the dwellings are constructed and any deposit or
other moneys paid by the employer to the Board whether
before or after the commencement of the lease shall be
dealt with in the following manner: -
i) The deposit by the employer shall be credited to the
Board, and
ii) The Board shall put the said right, title and interest of
the employer to the auction.
(b) The Board shall then have the option either of
transferring the right, title and interest to the highest bidder
at the auction or of themselves taking over the right, title
and interest on payment to the employer of the highest
sum bid at the auction.
(c) If no sum is bid at the auction but some person is
willing to take over the right, title and interest, on receiving
payment of any sum, the Board shall have the option either
of making such payment and transferring the right, title
and interest to that person or of themselves taking it over.
The Board shall be entitled to recover the sum in question
from the defaulting lessee for non-fulfilment of the contract.
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(d) If no sum is bid at the auction but some person is
willing to take over the right, title and interest without
either paying or receiving payment of any sum, the Board
shall have the option either of transferring the right, title
and interest to that person or of themselves taking it over
without either receipt or payment of any sum.
(2) Where no default is made in the conditions of the lease,
then on the determination of the lease all the right, title
and interest of the Board in and to the dwellings and in
and to the land on which the dwellings are constructed
shall vest in the employer free from all liabilities created
by this Act.”
28. In the meantime, the 1925 Act was promulgated which replaced the
1898 Act. Under this Act, the powers conferred upon the Board of
Trustees under the 1898 Act were to be transferred to the appellant-
Corporation and this Act further postulates that its purpose was to
improve the city of Bombay by constructing new sanitary dwellings
for certain classes. Section 48 of the 1925 Act provided for lease
conditions. Section 51 provided for dealing with the lessee where he
committed default in the terms and conditions by way of a right of
re-entry to the Corporation and further, if there is no default on the
part of lessee, it would have a right of conveyance in favour of the
lessee at his cost. Sections 48 to 51 of the 1925 Act are reproduced
hereunder :
“48. The lease shall commence from such date subsequent
to the completion of the execution of the scheme as may
be fixed by the Committee and shall be subject to the
following among other conditions: -
(a) The lessee shall keep during the term of the lease and
leave at the end thereof the demised premises together with
their fixtures in good and substantial repair and condition.
(b) The lessee shall insure the demised premises against
loss or damage by fire.
(c) The lessee shall be liable for the payment of all rates
and taxes.
(d) The lessee shall sublet the rooms and tenements
prescribed by the Committee to be used as dwellings only
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The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
to persons employed by him in the course of his business or
their families except in so far as there may not be sufficient
numbers of such persons willing to occupy the same and
in any case only to members of the poorer classes. No
such room or tenement shall be used otherwise than as
a dwelling except with the previous consent in writing of
the Committee.
(e) The maximum rent of each room or tenement shall
be fixed by the Committee after consulting the lessee
and such maximum rent shall be written or painted up by
the lessee in a conspicuous position in each such room
or tenement. Such maximum rent shall not be subject to
alternation save with the consent of the Committee.
(f) The lessee shall not demand or receive in respect of
any such room or tenement any premium or any rent in
excess of the maximum rent fixed and in force for the
time being.
(g) The lessee shall not assign or sublet the demised
premises or any part thereof without the previous consent
in writing of the Committee. Any assignee or sub-lessee
shall be bound by the conditions contained in this Act and
in the lease.
49. Lessee may commute the rent : The lessee may at
any time with the consent of the Committee commute the
rent payable under the lease and in such event the rent
shall be Rs.1 per annum for the remainder of the term.
50. Lessee not to make alterations so as to reduce
the accommodation : The Committee shall not without
the previous sanction of the Board and of Government
permit the lessee to make any substantial variation in the
user of the premises so as to reduce the accommodation
prescribed by the Committee to be used as dwellings.
51. Default and determination of the lease:
(1) On default being made by the lessee in any of the
conditions of the lease, the Board may re-enter upon
the demised premises or any part thereof in the name
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of the whole and immediately thereupon the lease shall
absolutely determine.
(2) Where no default is made by the lessee in the conditions
of the lease, then on determination of the lease at the end
of the term thereof, the Board shall convey the premise
to the lessee at his cost and free of all restrictions and
liabilities imposed by the lease and by this Act or by the
City of Bombay Improvement Act, 1898.
29. There is another enactment by the name of Mumbai Municipal
Corporation Act, 1888. Section 527 of the said Act provided for statutory
legal notice as a pre-condition for filing a suit against the appellant
Corporation and also the limitation for filing a suit once such a notice
is given. Section 527 of the Act, 1888 is reproduced hereunder: -
“527. (1) No suit shall be instituted against the corporation
or against [the Commissioner, the General Manager] [or
the Director] or a Deputy Commissioner, or against any
municipal officer or servant, in respect of any act done
in pursuance or execution or intended execution of this
Act or in respect of any alleged neglect or default in the
execution of this Act,-
(a) Until the expiration of one month next after notice
in writing has been, in the case of the corporation, left
at the chief municipal office and, in the case of [the
Commissioner, the General Manager] [or the Director] or
of a Deputy Municipal Commissioner or of a municipal
officer or servant delivered to him or left at his office or
place of abode, stating with reasonable particularity the
cause of action and the name and place of abode of the
intending plaintiff and of his attorney or agent if any, for
the purpose of suit; nor
(b) Unless it is commenced within six months next after
the accrual of the cause of action.
(2) At the trial of any such suit –
(c) The plaintiff shall not be permitted to go into evidence
of any cause of action except such as is set forth in the
notice delivered or left by him as aforesaid;
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The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
(d) The claim, if it be for damages shall be dismissed if
tender of sufficient amount shall have been made before
the suit was instituted or if, after the institution of the suit,
a sufficient sum of money is paid into Court with costs.
(3) When the defendant in any such suit is a municipal
officer or servant, payment of the sum or of any part
of any sum payable by him in or in consequence of
the suit whether in respect of cost, charges, expenses,
compensation for damage or otherwise, may be made, with
the [previous] sanction of the [Standing Committee or the
Brihan Mumbai Electric Supply and Transport Committee]
from the municipal fund or the [Brihan Mumbai Electric
Supply Transport Fund] as the case may be.”
30. The core issues to be considered are two:
(i) Whether the appellant-Corporation was at all bound to convey
the lease land, on completion of the terms of the lease, in favour
of the Respondent No.1 free from all restrictions and liabilities
or not. If the answer is that there was no compulsion for the
appellant either under the statute or under the terms of the
lease deed to convey, then the Respondent No.1 would have
no case at all. If the answer is positive that they were required
to convey the lease land, then the interpretation of the words
“at his cost” in Section 51(2) of the 1925 Act would be required.
(ii) The other question would be whether the writ petition filed before
the Bombay High Court suffered from delay and laches and
was liable to be dismissed on that ground alone as the cause
of action had arisen in the year 1955 whereas the writ petition
was filed in the year 2016 after a delay of 61 (sixty-one) years.
Related issue to be considered is that a Notice under Section
527 of the 1888 Act was given in the year 2006 and, thereafter,
no steps were taken for a period of ten years for filing a suit even
though the limitation prescribed was six months as per the above
provisions. The Respondent No.1 instead of filing a suit preferred
a writ petition in the year 2016. Another inter-linked issue would
be whether a writ petition ought to have been entertained at all
where the actual and real remedy was by way of a civil suit for
specific performance or for mandatory injunction.
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31. Under Resolution No. 121 dated 16.04.1918, the Respondent No.1
was required to construct 44 Blocks of poorer classes dwellings
consisting 980 rooms and 20 shops, as a pre-condition to be fulfilled
for execution of the lease under Section 32G of the 1898 Act. The
Respondent No.1 after receiving possession of land, constructed
only 476 dwellings and 10 shops till the year 1925. As provided
under the 1925 Act, the earlier schemes already approved under
the 1898 Act were saved and were to be executed by the Board
under the 1925 Act.
32. The Respondent No.1 applied for alteration of Scheme No. 51
notified on 01.05.1918 vide their application dated 10.03.1927. Later
on, vide letter of their solicitors- M/s C.N. Wadia dated 20.05.1927,
a request was made that the Board may accept 476 rooms instead
of 980 rooms and 10 shops instead of 20 shops required under the
old scheme. They also requested for conveyance of Block-B and
for 28 years lease of Block-A and eventual conveyance of Block-A
on completion of the lease period. As the contents of this letter
of M/s C.N. Wadia and Co. dated 20.05.1927 have been referred
to in the subsequent Board resolution, it would be appropriate to
reproduce paragraphs 2,4, 5 and 6 of the said letter, which read
as follows: -
“2. We also request that the Committee will now grant
to the Company a Lease of Block A, for a period of
28 years at a nominal rent of one rupee per annum
as provided in the Act and a conveyance of Block B.
4. We agree to keep a strip 5 feet in width along the
eastern boundary of Block A, open and unbuilt upon,
to permit the board to lay a sewer therein should they
find it necessary to do so. The Conveyance in respect
of this land to be granted on the expiration of the lease
will also make provision for this.
5. As regards Block B, we agree to the following conditions:-
(a) The layout of the land and the plans, etc., of the
buildings to be erected thereon shall be subject to the
Board’s approval.
(b) The height of the buildings shall not exceed a ground
and three floors.
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The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
(c) The user of the buildings and land shall be confined
to shops, chawls, offices, residences, godowns and a
wireless and broadcasting station.
(d) All buildings to be set back 15 feet from the road on
the south and the same distance between the points F
and G from the 40 ft. road on the west.
(e) An open space 10ft. in width if ground floor buildings
are erected, or 15 feet in the case of higher buildings, to
be left along the south side of the boundary D.E.
(f) An open space 15 feet in width to be left along and
within the boundaries Blocks A and B:
(g) Cost of and incidental to the conveyance and stamp
duty to be paid by the Company.
6. It is understood that at the end of period of lease
Block A is to be conveyed to us as freehold land.”
33. The Board passed Resolution No. 325 on 31.05.1927 and granted
alteration of the old scheme. While passing the resolution, it
considered the Chief Officer’s note dated 21.05.1927 recommending
the Board to accept the request. The relevant extract of the Chief
Officer’s note dated 21.05.1927 is reproduced hereunder: -
“”…3. Owing to the construction by the Development
Department of a very large number of rooms in the
immediate vicinity more than sufficient accommodation has
been provided and there is no necessity for the Company
to complete the full number of rooms. They, therefore, ask
the Committee to alter the Scheme in the manner proposed
in their letter and there is no objection to this being done
especially as the Company has refunded to the Board the
amount, with interest, spent on the acquisition of the land.””
34. The Board Resolution No. 325 dated 31.05.1927 reads as follows : -
“Resolution 325 – The Scheme should be and the same
is hereby altered by the exclusion of Blocks B & C on the
Estate Agent’s plan No.98…
2. a lease of Block A for a period of 28 years should be
granted to the Company on the terms mentioned in paras
2 & 4 of Messrs. C.N. Wadia’s letter, dated 20th May, 1927.
342 [2025] 1 S.C.R.
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3. Block B should be conveyed to the Company on terms
and conditions mentioned in para 5 of the Company’s letter.
4. Block C will remain the property of the Board.”
35. Pursuant to the above resolution, Block-B was conveyed to
Respondent No.1 for sale consideration of Rs.1,20,000/- on
10.01.1928 and later, lease of Block-A was executed on 03.10.1928
for a period of 28 years effective from 01.04.1927 at a yearly
rent of Re.1/-(Rupee One). As such, the lease was to expire on
31.03.1955. The lease deed dated 03.10.1928, filed as Annexure-P2
before us, incorporates in its initial part the facts including the
details about the Scheme no. 51, which was approved in 1918,
with regard to the entire land comprising of parcels A, B and C
with total land admeasuring 57,758 sq. yds. It, thereafter, refers to
the partial construction by Respondent No.1 and the request made
by Respondent No.1 on 10.03.1927 and 20.05.1927 for alteration
in the scheme. Thereafter, it goes on to mention the approval
of the alteration of said scheme by the Board Resolution dated
31.05.1927 and, then states the terms and conditions thereof.
Under the terms and conditions, lease of Block-A was granted for
a period of 28 years effective from 01.04.1927 with a yearly rent
of Re.1/- (Rupee One only) to be paid without any deduction on
first day of each April.
36. A perusal of the terms and conditions stated in the lease agreement
would reveal that there is no such stipulation that on the expiry of the
period of the lease on 31.03.1955, after completion of 28 years, the
appellants would be bound to convey the said land to Respondent
No.1. Based on the above resolution dated 31.05.1927 and the terms
as incorporated in the lease deed, the submission on behalf of the
appellants is that there was neither any decision taken by the Board
to convey the land in question on expiration of the lease nor does
the lease agreement contain any such clause that the appellants
were bound to convey the land.
37. It is also vehemently submitted that the High Court completely fell
in error in reading the Board’s resolution as agreeing to convey the
land on the expiration of the lease and by interpreting the lease
agreement to have a clause that the Board would convey the land on
the expiration of the lease. Insofar as the lease deed is concerned, the
High Court read the narration of the facts relating to the application
[2025] 1 S.C.R. 343
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
filed by Respondent No.1 for alteration dated 20.05.1927 to be a term
of the lease to mean that on expiration of the lease, there would be
a conveyance. In fact, there is no such stipulation in the terms and
conditions of the lease deed regarding the conveyance. This was a
clear misreading by the High Court.
38. The lease deed dated 03.10.1928, nowhere recites that the land
comprising in Block-A would be conveyed at the expiration of the
lease term of 28 years provided there was no default on the part
of the lessee as provided in Section 51(2) of the 1925 Act. The
High Court, while referring to the narration of facts in the initial part
of the lease deed, has misinterpreted the same to be a condition
incorporated in the lease deed for conveyance at the end of the
period of lease i.e. on expiration of 28 years.
39. Insofar as the resolution of 31.05.1927 is concerned, the proceedings
of the said meeting have been filed as Annexure-P1 before us, which
is reproduced hereunder :
“Annexure P-1
Exhibit ‘F’
Bombay Improvement Trust
SECRETARY OFFICE,
ESPLANADE ROAD
Excerpt from the Proceedings of a Meeting of the
Improvements Committee held on the 31st May 1927.
1. Re : Scheme No. 51 - Century Mills Housing Scheme
alteration in
Considered the. following ;.
(a) Letter from Messrs. C.N. Wadia & Co., dt. 20th May 1927.
“With reference to the Committee’s Resolution No. 165,
dated the 24th March last, we beg to request that as we
have paid to the Board the sums due under Section 46(3)
of the Act, the Committee may be moved to alter the
Scheme under Section 37(2) by the omission therefrom
of Blocks B and C on the accompanying plan.”
2. We also request that the Committee will now grant to
the Company a lease of Block A for a period of 28 years
344 [2025] 1 S.C.R.
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at a nominal rent of one rupee per annum as provided in
the Act and a conveyance of Block B.
3. It was arranged in 1923 that plot C should revert to
the Trust.
4. We agree to keep a strip 5 feet in width along the
eastern boundary of Block A, open and unbuilt upon, and
to permit the Board to lay a sewer therein should they find
it necessary· to do so. The conveyance in respect of this
land to be granted on the expiration of the lease will also
make provision for this.
5. As regards Block B, we agree to the following conditions:-
(a) The lay out of the land and the plans, etc., of the
buildings to be erected thereon shall be subject to the
Board’s approval.
(b) The height of the buildings shall not exceed a ground
and three floors.
(c) The user of the buildings and land shall be confided
to shops, chawls, offices, residences, godowns and a
wireless and broadcasting station.
(d) All buildings to be set back 15 feet from the road on
the south and the same distance between the points F
and G from the 40 ft. road on the west.
(e) An open space 10 ft. in width if ground floor buildings
are erected, or 15 feet in the case of higher buildings, to
be left along the south side of the boundary D. E.
(f) An open space 15 feet in width to be· left along and
within the boundaries Blocks A and B.
(g) Cost of and incidental to the conveyance and stamp
duty to be paid by the Company.
6. It is understood that at the end of the period of lease,
Block A is to be conveyed to us as freehold land”.
(b) Chief Officer’s note, dated 21st May 1927.
“This Scheme was sanctioned in 1919 and provided for
the acquisition of the land by the Board and the filling in
[2025] 1 S.C.R. 345
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
of the site and the construction of the buildings by the
Century. Spinning and Manufacturing Co., Ltd.
2. The Company originally Intended to erect 44 blocks of
buildings containing 980 rooms and 20 shops and have
in fact complete 476 rooms and 10 shops.
3. Owing to the construction by the Development
Department of a very large number of rooms in the
immediate vicinity more than sufficient accommodation has
been provided and there is no necessity for the Company
to complete the full number of rooms. They, therefore, ask
the Committee to alter the Scheme in the manner proposed
in their letter and there is no objection to this being done
especially as the Company has refunded to the Board the
amount, with interest, spent on the acquisition of the land.”
Resolution 325 - The Scheme should be and the
same is hereby altered by the exclusion ·of Blocks
B & C on the Estate Agent’s plan No. 98, dated 17th
May 1927.
2. A lease of Block A for a period of 28 years should
be granted to the Company on the terms mentioned
in paras 2 & 4 of Messrs. C.N. Wadia’s letter, dated
20th May 1927.
3. Block B should be conveyed to the Company on
the terms and conditions mentioned in para 5 of the
Company’s letter.
4. Block C will remain the property of the Board.
True Excerpt,
C.P. GORWALLA
Secretary”
40. A careful reading of the above excerpts reflects that the letter from
M/s C.N. Wadia dated 20.05.1927 is reproduced as it is in the
beginning which runs into 6 paragraphs. Thereafter, it considered
the Chief Officer’s note dated 21.05.1927 which we have briefly
referred to in earlier part of this judgment. Thereafter, it records
that the Respondent No.1 originally intended to erect 980 rooms
with 20 shops. As per the said note, it gave details of the original
346 [2025] 1 S.C.R.
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scheme, the alteration requested for and further the reasons that
because of construction by the development department, sufficient
accommodation is now available and there may not be any necessity
for company to complete the full number of rooms, as such the
request for alteration may be considered. Thereafter, the Resolution
No. 325 is recorded which reflects that the scheme stands altered
by excluding Block-B and Block-C, the lease of Block-A for a period
of 28 years to be granted on the terms mentioned in paragraphs
2 and 4 of letter dated 20.05.1927 of M/s C.N. Wadia, Block-B to be
conveyed to the company in terms of paragraph 5 of the aforesaid
letter and Block-C to remain property of the Board.
41. Based on the above reading of the resolution dated 31.05.1927, first
and foremost, it must be noted that paragraph 6 of the letter dated
20.05.1927 is not approved by the Board which states that at the end
of the period of lease, Block-A is to be conveyed to the company as
freehold land. Secondly, it approves granting of lease on the terms
mentioned in paragraphs 2 and 4 of the said letter dated 20.05.1927.
Paragraph 2 does not refer to any conveyance of Block-A. Paragraph
4 states about leaving strip of five feet along eastern boundary open
and unbuilt to permit the Board to lay the sewer. It further stipulates
that the conveyance in respect of “this land” to be granted on the
expiration of the lease will also make provision for this. “This land”
means the strip of five feet and not Block-A.
42. The High Court’s recording that, once paragraph 4 refers to
conveyance in respect of “this land”, it is to be treated as Block-A,
is actually misreading and misinterpreting paragraph 4 of the
communication dated 20.05.1927. It only says the conveyance, if
made, on the expiration of the lease will take into consideration
provision for this land. The main request of the Respondent No.1
in its communication dated 20.05.1927 with regard to conveyance
of Block-A is stated in paragraph 6 which the Board Resolution No.
325 does not approve or accept. The High Court, thus, fell in error
in reading paragraph 4 of the communication dated 20.05.1927 to
understand that the Board minutes approved the conveyance of
Block ‘A’.
43. The conveyance as stated in paragraph 4 is with respect to five
feet strip of land on the eastern side and the same would become
effective and applicable only if paragraph 6 of their letter was
accepted. In the absence of approval of paragraph 6 of the said
[2025] 1 S.C.R. 347
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
letter dated 20.05.1927, it cannot be held that the Board approved
the conveyance of Block-A after expiration of the period of lease.
44. From the above analysis, it is more than clear that neither the Board
Resolution No. 325 dated 31.05.1927 nor the lease deed anywhere
states about conveyance of Block-A on the expiration of the lease
deed. The High Court, thus, fell in error in interpreting both the
documents otherwise.
45. Further arguments on behalf of Respondent No.1 with respect to
conveyance being executed rest on Section 51(2) of 1925 Act. In
this respect, it would be appropriate to first deal with Section 48(a)
of the 1925 Act and read Section 51(2) of the said Act along with
the said provision. Under Section 48(a) of the 1925 Act on the
expiration of the lease period, the lessee shall leave the demised
premises in good and substantial repair conditions along with fixtures,
if any, whereas Section 51(2) of the said Act provides that where no
default is made by the lessee in the conditions of the lease, then on
determination of the lease at the end of the term, the Board shall
convey the premise to the lessee at his cost and such conveyance
to be free of all restrictions and liabilities imposed under the lease
deed and also by the 1898 Act. The submission on behalf of the
appellants is that Section 48(a) of the 1925 Act would be rendered
otiose and meaningless, if Section 51(2) of the said Act is read and
interpreted as submitted by the counsel for Respondent No.1 which
is to the effect that, Section 51(2) of the said Act being a special
provision whereas Section 48(a) thereof is a general provision, the
special provision will prevail over the general provision. We may not
agree with the above submission of Respondent No.1 as submitted
but would rather read both the provisions and test whether they
could co-exist and be construed harmoniously.
46. Both the provisions, Section 48(a) and Section 51(2) of the 1925 Act,
have to be read in the context in which they have been incorporated.
Section 48 of the 1925 Act provides the general conditions of the
lease given under the PCAS placing restrictions on the lessee as
to how it would use and how the rent etc. would be determined
for letting out the tenements. Whereas, Section 51 of the said Act
provides for default, and determination of the lease. If there is default,
then under Section 51(1) of the 1925 Act, the Board has a right to
re-enter upon the demised premises whereas under sub-Section
348 [2025] 1 S.C.R.
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(2) thereof provides that where no default is made, the Board shall
convey the premise to the lessee at his cost.
47. If Section 48(a) and Section 51(2) of the 1925 Act are to be interpreted
harmoniously, the net result is that under general provisions, the
lessee has to leave the premise on completion of the period of lease,
however, it will have a right to get the conveyance executed at the
end of the lease, provided there has been no default, after paying
the cost of the said premise.
48. Well-settled principles of statutory interpretation demand that no
provision of a statute should be rendered nugatory or superfluous. A
statute must be construed as a coherent whole, ensuring that each
part has meaningful content and that the legislative scheme remains
workable. Where two provisions appear to be in tension, the proper
course is to adopt a construction that reconciles them, allowing both
to operate and giving effect to the underlying legislative intent. It is
neither necessary nor desirable to treat section 51(2) of the 1925 Act
as an absolute mandate that would override or negate Section 48(a)
thereof. Instead, they must be read harmoniously so that the duty to
restore the premises at the end of the lease remains intact, unless a
clear contrary intention emerges, and the right to conveyance under
Section 51(2) thereof is recognized as contingent, not automatic.
49. Such a reading is consistent with the accepted principle that a
statutory provision should not be construed in a manner that
would reduce another provision to a “dead letter.” The reference in
Section 48(a) of the 1925 Act leaving the premises in good repair is
not a mere formality but a substantive condition governing the lessee’s
obligations. Simultaneously, Section 51(2) thereof contemplates a
conveyance only where the conditions of the lease have been duly
met and the terms of the governing arrangement so permit. By
interpreting Section 51(2) of the said Act as a provision that confers
a right to conveyance contingent upon the terms of the lease and the
broader legislative context, rather than as an unqualified command,
the overall scheme of the Act is preserved. This ensures that the
statute remains fully operative, logical, and internally consistent.
50. Interpreting Section 51(2) in this calibrated manner ensures that no
non-obstante clause or hierarchical superiority is artificially read into
the statute. Nothing in the language of Section 51(2) of the 1925
Act suggests that it must prevail to the exclusion of other provisions,
[2025] 1 S.C.R. 349
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
nor does Section 48(a) thereof state that its conditions are subject
to displacement by Section 51(2) of the said Act. Each provision,
on a proper reading, retains its respective field of operation. The
terms and intentions underlying the lease itself become the primary
determinant of whether the eventual conveyance is warranted or not.
Thus, rather than insisting that “shall convey” invariably means an
unconditional obligation, it is more appropriate to understand that it
calls for conveyance only where the arrangement and compliance
align with the statutory prerequisites.
51. By employing a harmonious construction, the 1925 Act’s provisions
are allowed to complement rather than contradict one another. This
approach upholds the integrity of the legislative scheme, ensures that
none of its components are undermined, and maintains a balance
between the obligations imposed on a lessee and any rights that
may accrue at the end of the lease’s tenure. These principles were
reiterated by a three-Judge Bench of this Court in CIT (supra). The
relevant paragraphs are reproduced hereunder:
“14.A construction which reduces the statute to a futility
has to be avoided. A statute or any enacting provision
therein must be so construed as to make it effective and
operative on the principle expressed in the maxim ut res
magis valeat quam pereat i.e. a liberal construction should
be put upon written instruments, so as to uphold them, if
possible, and carry into effect the intention of the parties.
[See Broom’s Legal Maxims (10th Edn.), p. 361, Craies
on Statutes (7th Edn.), p. 95 and Maxwell on Statutes
(11th Edn.), p. 221.]
15. A statute is designed to be workable and the
interpretation thereof by a court should be to secure that
object unless crucial omission or clear direction makes
that end unattainable. (See Whitney v. IRC [1926 AC 37 :
10 Tax Cas 88 : 95 LJKB 165 : 134 LT 98 (HL)], AC at
p. 52 referred to in CIT v. S. Teja Singh [AIR 1959 SC
352 : (1959) 35 ITR 408] and Gursahai Saigal v. CIT [AIR
1963 SC 1062 : (1963) 48 ITR 1].)
16. The courts will have to reject that construction which
will defeat the plain intention of the legislature even though
350 [2025] 1 S.C.R.
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there may be some inexactitude in the language used. (See
Salmon v. Duncombe [(1886) 11 AC 627 : 55 LJPC 69 :
55 LT 446 (PC)] AC at p. 634, Curtis v. Stovin [(1889) 22
QBD 513 : 58 LJQB 174 : 60 LT 772 (CA)] referred to in S.
Teja Singh case [AIR 1959 SC 352 : (1959) 35 ITR 408].)
17. If the choice is between two interpretations, the
narrower of which would fail to achieve the manifest
purpose of the legislation, we should avoid a construction
which would reduce the legislation to futility, and should
rather accept the bolder construction, based on the view
that Parliament would legislate only for the purpose of
bringing about an effective result. (See Nokes v. Doncaster
Amalgamated Collieries [(1940) 3 All ER 549 : 1940 AC
1014 : 109 LJKB 865 : 163 LT 343 (HL)] referred to in
Pye v. Minister for Lands for NSW [(1954) 3 All ER 514 :
(1954) 1 WLR 1410 (PC)].) The principles indicated in the
said cases were reiterated by this Court in Mohan Kumar
Singhania v. Union of India [1992 Supp (1) SCC 594 : 1992
SCC (L&S) 455 : (1992) 19 ATC 881 : AIR 1992 SC 1].
18. The statute must be read as a whole and one provision
of the Act should be construed with reference to other
provisions in the same Act so as to make a consistent
enactment of the whole statute.
19. The court must ascertain the intention of the legislature
by directing its attention not merely to the clauses to be
construed but to the entire statute; it must compare the
clause with other parts of the law and the setting in which
the clause to be interpreted occurs. (See R.S. Raghunath
v. State of Karnataka [(1992) 1 SCC 335 : 1992 SCC (L&S)
286 : (1992) 19 ATC 507 : AIR 1992 SC 81].) Such a
construction has the merit of avoiding any inconsistency or
repugnancy either within a section or between two different
sections or provisions of the same statute. It is the duty of
the court to avoid a head-on clash between two sections
of the same Act. (See Sultana Begum v. Prem Chand Jain
[(1997) 1 SCC 373 : AIR 1997 SC 1006].)
20. Whenever it is possible to do so, it must be done to
construe the provisions which appear to conflict so that
[2025] 1 S.C.R. 351
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
they harmonise. It should not be lightly assumed that
Parliament had given with one hand what it took away
with the other.
21. The provisions of one section of the statute cannot be
used to defeat those of another unless it is impossible to
effect reconciliation between them. Thus a construction
that reduces one of the provisions to a “useless lumber”
or “dead letter” is not a harmonised construction. To
harmonise is not to destroy.”
52. Therefore, in our considered opinion, the interplay between
Sections 48(a) and 51(2) of the 1925 Act is resolved through a
construction that acknowledges the necessity of leaving the premises
in good condition at the expiration of lease, while recognizing that
a conveyance can be contemplated only where such a course
is unequivocally aligned with the lease terms and the statutory
framework as a whole. This reconciliation preserves the intention
of the legislature, avoids destructive interpretations, and provides a
coherent, just, and practical reading of the statute.
53. In light of the above discussion, it becomes evident that neither the
statutory framework in force nor the terms of the lease deed imposed
any obligation upon the appellant to execute a conveyance in favour
of the Respondent No.1. While the Respondent No.1 has sought
to rely upon selective readings of the statutory provisions and the
Board’s resolutions, a harmonious and contextual interpretation
of Sections 48(a) and 51(2) of the 1925 Act, as well as the clear
absence of any covenant to that effect in the lease deed, unequivocally
demonstrates that no vested right to conveyance arose on the
expiration of the lease. Absent any express statutory mandate or
contractual stipulation, the claim for compulsory conveyance at the
end of the lease term must fail.
54. Even if in arguendo, we agree to the Respondent No.1’s contention
that the lease conferred a right to conveyance in their favour, the fact
that cannot be overlooked is that Respondent No.1 failed to take any
active step in furtherance of getting such a conveyance executed at
the end of the lease term. A major reliance has been placed by the
Respondent No.1 on Section 51(2) of the 1925 Act, which clearly
states that the Board shall convey the premises to the lessee at his
cost. The term “at his cost” shall include the charges involved in
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conversion of lease hold property into free hold property and would
routinely comprise of registration charges, stamping charges etc. It
is evident that the Respondent No.1, after the expiry of term of the
lease, has neither paid any such charges towards the cost in an effort
to seek conveyance nor availed any alternative remedy by filing a
suit for specific performance or mandatory injunction. Therefore, the
Respondent No.1’s reliance on Section 51(2) will also not come to
their rescue when it is apparent that they have not fulfilled their part
of the obligation under the said provision.
55. From the above discussion and analysis, the first core question
stands answered in favour of the appellants that they were neither
bound nor were under any legal obligations to convey the premises
comprising Block-A to the Respondent No.1.
56. Now we come to the second core issue regarding the writ petition
before the High Court suffering from serious delay and laches and
as such liable to be dismissed on that ground alone. Admittedly,
the term of the lease came to an end on 31.03.1955. It is also
uncontested that thereafter the Respondent No.1 never claimed
execution of conveyance at any point of time till 2006, when for
the first time they issued a legal notice dated 14.08.2006 purported
to be under Section 527 of the 1888 Act requiring the appellant to
execute the conveyance deed. Thus, for a period of 51 years, the
Respondent No.1 did not raise any demand whatsoever for execution
of the conveyance deed. Their contention that they were in constant
communication with the officers of the Corporation, though orally,
the fact remains that no legal proceedings were undertaken during
this period. Even after giving the notice under Section 527 of 1888
Act, the Respondent No.1 took no steps for a period of 10 years
by filing a suit or approaching the Court even though the period of
limitation prescribed under the above provision was six months. Ten
years after the legal notice, they preferred the writ petition, i.e. after
61 years of the cause of action having arisen.
57. We find that the High Court has cursorily dealt with this aspect and
held that the writ petition does not suffer from laches. The High Court
actually held that there was inaction on the part of the appellant in
not executing the conveyance deed. On the contrary, Respondent
No.1 never approached the appellant requiring them either to provide
the details of the stamp duty, registration charges etc. so that the
conveyance deed could be typed out on such stamp papers and
[2025] 1 S.C.R. 353
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
thereafter to be presented for registration. The Respondent No.1
has neither made any pleadings nor has led any evidence to the
above effect.
58. The view taken by the High Court in treating the petition to be not
suffering from any delay and laches cannot be sustained. Reference
may be made to the following judgments wherein delay and laches
being non-condonable while filing petition, especially under land
acquisition matters, has been elaborately dealt with and has been
the consistent view of this Court that such belated petitions are liable
to be dismissed.
59. In Aflatoon v. Lt. Governor of Delhi,21 it was held that:
“9. Assuming for the moment that the public purpose
was not sufficiently specified in the notification, did the
appellants make a grievance of it at the appropriate time?
If the appellants had really been prejudiced by the non-
specification of the public purpose for which the plots in
which they were interested were needed, they should
have taken steps to have the notification quashed on that
ground within a reasonable time. They did not move in
the matter even after the declaration under Section 6 was
published in 1966. They approached the High Court with
their writ petitions only in 1970 when the notices under
Section 9 were issued to them. In the concluding portion
of the judgment in Munshi Singh v. Union of India [(1973)
2 SCC 337, 342 : (1973) 1 SCR 973, 975, 984], it was
observed : [SCC p. 344, para 10]
“In matters of this nature we would have taken
due notice of laches on the part of the appellants
while granting the above relief but we are
satisfied that so far as the present appellants are
concerned they have not been guilty of laches,
delay or acquiescence at any stage.”
We do not think that the appellants were vigilant.
10. That apart, the appellants did not contend before the
High Court that as the particulars of the public purpose
21 [1975] 1 SCR 802 : (1975) 4 SCC 285
354 [2025] 1 S.C.R.
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were not specified in the notification issued under Section
4, they were prejudiced in that they could not effectively
exercise their right under Section 5-A. As the plea was not
raised by the appellants in the writ petitions filed before
the High Court, we do not think that the appellants are
entitled to have the plea considered in these appeals.
11. Nor do we think that the petitioners in the writ petitions
should be allowed to raise this plea in view of their conduct
in not challenging the validity of the notification even after
the publication of the declaration under Section 6 in 1966.
Of the two writ petitions, one is filed by one of the appellants.
There was apparently no reason why the writ petitioners
should have waited till 1972 to come to this Court for
challenging the validity of the notification issued in 1959
on the ground that the particulars of the public purpose
were not specified. A valid notification under Section 4 is
a sine qua non for initiation of proceedings for acquisition
of property. To have sat on the fence and allowed the
Government to complete the acquisition proceedings on
the basis that the notification under Section 4 and the
declaration under Section 6 were valid and then to attack
the notification on grounds which were available to them
at the time when the notification was published would be
putting a premium on dilatory tactics. The writ petitions are
liable to be dismissed on the ground of laches and delay
on the part of the petitioners (see Tilokchand Motichand v.
H.B. Munshi [(1969) 1 SCC 110 : [1969] 2 SCR 824] and
Rabindranath Base v. Union of India [(1970) 1 SCC 84 :
[1970] 2 SCR 697]).”
60. Similarly, in Hari Singh v. State of U.P.,22 it was observed that:
“4. At the outset we are of the view that the writ petition
filed in July 1982 questioning the notification issued in
January 1980 after a delay of nearly two and a half years
is liable to be dismissed on the ground of laches only. It
is no doubt true that the appellants have pleaded that
they did not know anything about the notifications which
22 (1984) 2 SCC 624
[2025] 1 S.C.R. 355
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
had been published in the Gazette till they came to know
of the notices issued under Section 9(3) of the Act but
they have not pleaded that there was no publication in
the locality of the public notice of the substance of the
notification as required by Section 4(1) of the Act. It
should be presumed that official acts would have been
performed duly as required by law. It is significant that
a large number of persons who own the remaining plots
have not challenged the acquisition proceedings. The only
other petition in which these proceedings are challenged
is Civil Misc. Writ Petition No. 11476 of 1982 on the file
of the High Court filed subsequently by Amar Singh and
four others. Moreover in a small place like Kheragarh
where these plots are situate, the acquisition of these
lands would be the talk of the town in a short while and it
is difficult to believe that the appellants who are residents
of that place would not have known till July 1982 that the
impugned notification had been published in 1980. Any
interference in this case filed after two and a half years
with the acquisition proceedings is likely to cause serious
public prejudice. This appeal should, therefore, fail on the
ground of delay alone.”
61. Likewise, in Municipal Corporation of Greater Bombay v. Industrial
Development Investment Co. (P) Ltd.,23 with regards to the question
of delay and laches, it was held that:
“29. It is thus well-settled law that when there is inordinate
delay in filing the writ petition and when all steps taken in
the acquisition proceedings have become final, the Court
should be loath to quash the notifications. The High Court
has, no doubt, discretionary powers under Article 226 of
the Constitution to quash the notification under Section 4(1)
and declaration under Section 6. But it should be exercised
taking all relevant factors into pragmatic consideration.
When the award was passed and possession was taken,
the Court should not have exercised its power to quash
the award which is a material factor to be taken into
23 [1996] Supp. 5 SCR 551 : (1996) 11 SCC 501
356 [2025] 1 S.C.R.
Digital Supreme Court Reports
consideration before exercising the power under Article
226. The fact that no third party rights were created in
the case is hardly a ground for interference. The Division
Bench of the High Court was not right in interfering with
the discretion exercised by the learned Single Judge
dismissing the writ petition on the ground of laches.”
62. More recently, this Court in New Okhla Industrial Development
Authority v. Harkishan,24 had held that:
“12. More importantly, when the respondents made the
representation, it was dealt with and rejected by the
State Government vide order dated 3-12-1999. At that
time, award had been passed. However, in the second
round of writ petitions preferred by the respondents, they
chose to challenge only Office Order dated 3-12-1999
vide which their representation under Section 48 of the
Act had been rejected and it never dawned on them to
challenge the validity of the award on the ground that
the same was not passed within the prescribed period of
limitation. As noted above, in the second round of litigation
also, the respondents failed in their attempt, inasmuch as,
this Court put its imprimatur to the rejection order dated
3-12-1999 vide its judgment dated 12-3-2003 [Ved Prakash
v. Ministry of Industry (2003) 9 SCC 542]. At that time, even
the possession of land had been taken. If the respondents
wanted to challenge the validity of the award on the ground
that it was passed beyond the period of limitation, they
should have done so immediately and, in any case, in the
second round of writ petitions filed by them. Filing fresh
writ petition challenging the validity of the award for the
first time in the year 2004 would, therefore, not only be
barred by the provisions of Order 2 Rule 2 of the Code
of Civil Procedure, 1908, but would also be barred on the
doctrine of laches and delays as well.”
63. There is yet another aspect of the matter to be considered. The
Respondent No.1 had a statutory remedy of filing a suit under
24 [2017] 1 SCR 572 : (2017) 3 SCC 588
[2025] 1 S.C.R. 357
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
Section 527 of the 1988 Act which they could have availed. In fact,
the Respondent No.1 proceeded in that direction by giving a notice
to file a suit but never filed the suit although limitation for the same
was six months. The Respondent No.1 apparently chose to file the
writ petition in 2016 after 10 years only in order to escape from the
clutches of the limitation. In this regard, it was held in Shri Vallabh
Glass Works Ltd. (supra), that:
“9. …Whether relief should be granted to a petitioner under
Article 226 of the Constitution where the cause of action
had arisen in the remote past is a matter of sound judicial
discretion governed by the doctrine of laches. Where a
petitioner who could have availed of the alternative remedy
by way of suit approaches the High Court under Article 226
of the Constitution, it is appropriate ordinarily to construe
any unexplained delay in the filing of the writ petition after
the expiry of the period of limitation prescribed for filing
a suit as unreasonable. This rule, however, cannot be a
rigid formula. There may be cases where even a delay of a
shorter period may be considered to be sufficient to refuse
relief in a petition under Article 226 of the Constitution. There
may also be cases where there may be circumstances
which may persuade the court to grant relief even though
the petition may have been filed beyond the period of
limitation prescribed for a suit. Each case has to be judged
on its own facts and circumstances touching the conduct of
the parties, the change in situation, the prejudice which is
likely to be caused to the opposite party or to the general
public etc. In the instant case, the appellants had in fact
approached the High Court on September 28, 1976 itself
by filing Special Civil Application No. 1365 of 1976 for
directing repayment of the excess duty paid by them. But
no relief could be granted in that petition in view of the
provisions of Article 226 of the Constitution as it stood then
and the petition had to be withdrawn. Hence even granting
that on the date of making each payment of excise duty in
excess of the proper duty payable under law, the appellants
should be deemed to have discovered the mistake, all such
excess payments made on and after September 28, 1973
which would fall within the period of three years prior to the
358 [2025] 1 S.C.R.
Digital Supreme Court Reports
date on which Special Civil Application No. 1365 of 1976
was filed should have been ordered to be refunded under
Article 226 of the Constitution. But the High Court declined
to do so on grounds of estoppel and acquiescence. While
we do agree that the appellants should not be granted
any relief in respect of payment made between October
1, 1963 and September 27, 1973 which would fall beyond
three years from the date of the first writ petition filed in
this case we do not find it proper and just to negative the
claim of the appellants in respect of excess payments
made after September 28, 1973. In the instant case the
appellants had made excess payments on being assessed
by the Department and such payments cannot be treated
as voluntary payments precluding them from recovering
them. (See Sales Tax Officer v. Kanhaiya Lal Mukundlal
Saraf [AIR 1959 SC 135 : [1959] SCR 1350 : 9 STC 747].)
We do not also find that the conduct of the appellants is
of such a nature as would disentitle them to claim refund
of excess payments made in respect of goods other than
wired glass.”
Therefore, the writ petition ought to have been dismissed on this
ground of delay and laches alone. We find no merit in the conduct
of the Respondent No. 1 where it deliberately chose to sit still on its
rights for a long period of fifty-one years. Even after such a belated
delay and sending a notice to the appellant in 2006, the Respondent
No.1 again failed to exhibit any diligence and chose not to file a
suit within the period of limitation under the 1888 Act. Instead, the
Respondent No.1 has shown utmost craftiness and lack of bona
fide in preferring the writ petition before the High Court in 2016 as
it is clearly a route adopted to subvert the long delay of sixty-one
years, which we do not find condonable, given the conduct of the
Respondent No.1 throughout.
64. Further, it must also be observed that Respondent No.1 had submitted
plans in 2009 for altering the use of Plot A for commercial purposes
and would no longer be providing for Poorer Classes Accommodation
as was agreed in the lease deed of 1928. Clause 2(VIII) of the lease
deed has been reproduced below which explicitly states the purpose
of the lease deed:
[2025] 1 S.C.R. 359
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
“VIII To use the demised premises (except such portions
thereof as contain shops, caretakers’ quarters, and the
like) exclusively as dwellings for the members of the poorer
classes, being persons employed by the Lessees in the
course of their business, and the families of such persons,
except in so far as there may not be sufficient numbers of
such persons willing to occupy the same, and in any case
only for members of the poorer classes. And in particular
not to use the demised premises or any part thereof, or
permit the same to be used as a public house, refreshment
room, booth, or shop for the sale for consumption either on
or off the demised premises of intoxicating liquors, whether
country or foreign, and whether by retail or wholesale,
or for any other purpose whatsoever otherwise than as
dwellings, except with the previous consent in writing of
the Board, and not at any time to permit stables, factories,
workshops, or workplaces on the demised land. And not
to do or suffer to be done on the said premises anything
which may be or become noisome, injurious, or offensive
to the Board or the owners or occupiers of this or any
other property in the neighbourhood.”
65. Moreover, the Preamble to the 1925 Act also clearly states that it
“was enacted with a view to make provision for the improvement
and for the future expansion of the City of Bombay by forming new
and altering streets, by removing or altering insanitary buildings in
certain areas, by providing open spaces for better ventilation and for
recreation, by constructing new sanitary dwellings for certain classes
of the inhabitants of the said city and for the Bombay City police,
by laying out vacant lands and by divers other means;”. While the
Respondent No.1 would have been allowed to use it for commercial
purposes had the land been duly conveyed to them, it has already
been shown that conveyance was never granted in the sale deed
dated 1928, nor was any “cost” paid for the conveyance. The lease
deed, by itself, did not confer any rights to convert the usage of the
lands for commercial purposes.
66. It is clear that the protective and welfare-oriented character of the
arrangement is integral to the statutory objective. The inclusion of
Clause 2(VIII) in the lease deed was not a casual insertion; it was
intended to ensure that the property would serve as an instrument of
360 [2025] 1 S.C.R.
Digital Supreme Court Reports
social betterment by housing those who are economically vulnerable.
This provision, coupled with the Preamble’s emphasis on “constructing
new sanitary dwellings for certain classes of the inhabitants,” reflects
a deliberate legislative policy to secure tangible benefits for the
poorer sections of society. The statutory and contractual framework
is not merely concerned with property rights and transactions in the
abstract; it aims to harness urban development to serve the pressing
social needs of the community. By seeking to redirect the property
towards commercial exploitation, Respondent No.1 threatens to erode
the very foundation upon which the original agreement stood. The
contractual language and statutory purpose are both premised on
ensuring that the “demised premises” remain dedicated to providing
adequate housing to those otherwise struggling to find decent living
conditions in a rapidly expanding metropolis. To ignore or circumvent
these conditions would nullify the intended social function of the
property and transform a carefully crafted scheme of public welfare
into a mere instrument of private profit.
67. Such a departure from the intended purpose is not only a breach of
the lease conditions but also a subversion of the policy that animated
the entire statutory regime. The legislation and the contract work in
tandem to ensure that urban improvement aligns with the welfare
of weaker segments. When land allocated under a special scheme,
particularly one centred on “poorer classes” accommodation, is sought
to be commercially exploited, it represents a direct affront to the spirit
of the enactment. Rather than addressing housing inadequacies
and improving urban life for those in need, the resource would be
diverted to profit-making ventures that do nothing to alleviate the
conditions of the underserved.
68. This conduct amounts to an abuse of beneficial legislation. The
1925 Act was clearly intended to secure broader societal goals—
better sanitation, improved living standards, and well-planned urban
growth that includes and benefits marginalized communities. Allowing
Respondent No.1 to disregard these obligations would open the
door to hollowing out the protections and advantages established
by the statute. It would set a precedent where statutory schemes
designed to uplift vulnerable groups could be co-opted for purely
commercial ends, undermining the trust and faith that must exist
between public authorities, private actors, and the most vulnerable
segments of the population.
[2025] 1 S.C.R. 361
The Municipal Corporation of Greater Mumbai & Ors. v.
Century Textiles and Industries Limited & Ors.
69. In essence, the entire arrangement is anchored on a quid pro quo :
the property is leased on special terms, with minimal rent and under
carefully prescribed conditions, to ensure that the less-privileged
receive tangible benefits. When the lessee attempts to convert this
arrangement into a vehicle for commercial gain, it repudiates the
fundamental bargain. The public trust reposed in the private entity
to serve a greater good is thus betrayed. This not only harms the
class of beneficiaries whom the legislation and agreement were
designed to protect, but also imperils the broader public interest
by allowing beneficial legislative frameworks to be distorted and
exploited contrary to their genuine purpose.
70. For all the reasons recorded above, the judgment of the High
Court cannot be sustained. Accordingly, the appeal is allowed, the
impugned judgment of the High Court is set aside, and the writ
petition is dismissed.
71. Pending application(s), if any, shall stand disposed of.
Result of the case: Appeal allowed
†
Headnotes prepared by: Nidhi Jain
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