Statutory vesting on firm conversion can transfer copyright to the company without a written assignment.

Conversion of a partnership firm into a private limited company under Part IX of the Companies Act can effect statutory vesting of the firm's assets, including copyright, in the newly incorporated company when the business is taken over as a going concern and the partners become shareholders. On that basis, section 575 operates by force of law, so there is no transferor and transferee in the ordinary sense and no separate written assignment is required under section 19 of the Copyright Act. The plaint therefore could not be rejected merely for absence of a written copyright assignment, because the copyright had vested in the company by operation of law on conversion.

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Issues: Whether, on conversion of the partnership firm into a private limited company under Part IX of the Companies Act, the copyright and other assets vested in the company by statutory vesting so that no separate written assignment was required under section 19 of the Copyright Act, and whether the plaint was liable to be rejected for want of cause of action.

Analysis: The company was found to have been incorporated under Part IX of the Companies Act with the partnership taken over as a going concern, the partners becoming shareholders, and the memorandum and articles showing compliance with the statutory requirements of that part. On that basis, the Court held that the company answered the description of a joint stock company and that section 575 of the Companies Act operated to vest the assets of the erstwhile partnership in the company by operation of law. Since the vesting was statutory, there was no transferor and transferee in the legal sense, and therefore no transfer of copyright requiring a written assignment under section 19 of the Copyright Act.

Conclusion: The plaint could not be rejected on the ground that there was no written assignment of copyright, because the copyright vested in the company by operation of law on conversion of the partnership firm into the company.

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