TaxTMI 
TaxTMI 
2020 (10) TMI 1180
X X X X Extracts X X X X
X X X X Extracts X X X X
....o GIDC, coercive steps were taken under Section 29 of the Gujarat State Financial Corporation Act, 1951. The company also was declared a sick company and pursuant to proceedings and orders passed in BIFR Case No. 42 of 1999, the petitioner purchased these plots in public auction. 2.2 GIDC passed an order of transfer on 24.07.2008 and since then the petitioner is enjoying the possession of the said plots. The name of the petitioner underwent a change and the word "private" was added i.e. "Tagros Chemicals India Ltd." became "Tagros Chemicals India Private Limited" as required under the provisions of the Companies Act, 2013. 2.3 The petitioner made an application on 20.11.2017 to the respondent GIDC to amend the name in the records. The petitioner received a letter dated 10.04.2018, which is impugned in this petition as well as the other petition albeit for different amounts demanding transfer fee and non utility penalty. In the facts of this petition the demand was Rs. 91,56,140/- towards transfer fee and Rs. 1,83,12,280/- towards nonutility penalty. 3. Mr. Navin Pahwa, learned Senior Advocate with Mr. Chaitanya Joshi, learned advocate for the petitioner made the following ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ways Private Limited vs. Bata Shoe Company Private Ltd. [1977 SCC Online Cal 174]. Reliance was also placed on Section 14 of the Companies Act. (VIII) With regard to non utility policy Mr. Pahwa submitted that because of the moratorium the petitioner even could not apply for construction permission due to the fact that no environmental clearance was being granted in the concerned area and therefore the petitioner could not utilise the industrial plot due to reasons beyond his control. Clearance was given after lifting of moratorium after 7 years. The moratorium was lifted on 25.11.2016. The petitioner applied for environmental clearance on 26.10.2017 and the environmental clearance was granted only on 31.12.2019. With respect to the plot at Panoli the environmental clearance was granted on 14.04.2018. 3.1 In support of his submission on the issue of transfer charges, Mr. Pahwa relied upon the following decisions: (a) Anup Industries Ltd. vs. State of Gujarat reported in (2002) 3 GLH 303. (b) Hasmukhbhai Dhanjibhai Zaveri vs. Parthsarthy reported in 1971 GLR 128 (paras 14:16 to 19) in support of his submission that the orders had serious civil consequen....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ted would tantamount to change of name in the company and therefore invite levying of transfer charges. Perusal of the affidavit-inreply filed by the Corporation would indicate that the case of the Corporation is that initially the shareholding of the promoters of M/s. TAGROS Chemicals India Limited was as follows: Sr. No. Name of Shareholder Percentage of shareholdings Jan - 05 1 R.K. Jhaver 1.49 2 Parikshit Jhaver 3.59 3 M/s. TIL Healthcare Pvt. Ltd. 49.02 4 M/s Okley Bowden & Co. Pvt. Ltd. 3.54 5 D.K. Jhaver 3.54 6 J.K. Jhaver 2.84 7 Kapil Jhaver 1.77 8 Srikanta Jhaver 3.77 9 Manju J Jhaver 2.75 10 M/s. RSVK Mercantile Pvt. Ltd 9.73 11 Bimla Jhaver 1.63 12 M/s. D.K. Securities Pvt. Ltd 4.56 13 M/s. Jhaver Mercantile Pvt. Ltd. 7.64 14 M/s. RSJK Project Consultancy Pvt. Ltd. 0.6 15 M/s. Sri Hari Agencies Pvt. Ltd. 0.6 16 M/s. Southern Group Industries Ltd. 1.42 17 M/s. Madhu Commercials Ltd. 0.89 18 M/s. RSRK Mercantile Pvt. Ltd. 0.6 19 Abhimanyu Jhaver 0 Total 100 5.2 Thereafter the p....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rikanta Jhaver (Daughter in law) Bimla Jhaver (Daughter in law) Manju Jhaver (Daughter in law) (i) Parikshith Jhaver (ii) Kapil Jhaver (Grandsons) Abhimanyu Jhaver (Grandson) (i) Vedant Jhaver (ii)Sidhant Jhaver (Grandsons) 5.5 What has been done is rearrangement of shareholding within the family without there being a change in the total shareholding of the company. No new separate legal entity has been created. I would, therefore, agree with the submission of Mr. Pahwa that keeping in mind the provisions of Section 23(3) of the Companies Act and Section 14 thereof, what has really happened is that the change in the name of the company is only by adding the word 'private'. As per Section 13(2) of the Companies Act, any change in the name of the company shall be subject to the provisions of sub sections (2) and (3) of section 4 of the Act and shall not come into effect except with the approval of the Central Government in writing. The proviso to the said section says that no such approval will be necessary when the only change in the name of the company is deletion therefrom or addition thereto of the word 'private' consequent on the conversion of a....