TaxTMI 
TaxTMI 
2021 (2) TMI 1223
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....er dated 25.2.2010, Annexure-1, passed by CEO-cum-Secretary, Himachal Pradesh Urban Development Authority (HIMUDA) - respondent No.1, whereby petitioner - M/s Mahle Filter Systems India Ltd. has been called upon to deposit an amount to the tune of Rs. 15,80,97,144/- alongwith interest at the rate of 14% per annum from 12.6.2009 till its realization, on account of 50% unearned increase with respect to Plots No.14 to 15, Sector- 1, Parwanoo, for alleged transfer of these plots from M/s Purolator India Ltd. to a new company M/s Mahle Filter Systems India Ltd., without taking prior permission/consent of the lessor, i.e. HIMUDA, causing violation of Clause- 2(v)(a) of Lease Deed executed between HIMUDA and M/s Purolator India Ltd. 3. Facts emerging from the pleadings are that petitioner-Company was originally incorporated in the name of M/s Purolator India Ltd. under Companies Act, 1956 and registered as Public Limited Company in the year 1966, resulting into issuance of Certificate of Incorporation dated 16.4.1966, Annexure-2, in its favour by Registrar of Companies, Punjab and Himachal Pradesh. 4. M/s Purolator India Ltd. was allotted two industrial Plots No.14 & 15 in Sector-1, Par....
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....e Filter Systems India Ltd. and for execution of Supplementary Lease Deed by the Company, in terms of provisions of rules of HIMUDA. On perusal of communication dated 6.11.2008, Annexure-R1/B, it appears that MSID, vide letter dated 4.10.2008, had informed respondent No.2-Director of Industries that M/s Purolator India Ltd. has been merged with M/s Mahle Filter Systems India Ltd., as per Scheme of Merger approved by High Court of Delhi and, thus, the business vested in M/s Mahle Filter Systems India Ltd. 9. In consequence to communication dated 6.11.2008, HIMUDA, through its CEO-cum-Secretary, had asked M/s Purolator India Ltd. to supply attested copy of petition filed by M/s Purolator India Ltd. regarding its merger with M/s Mahle Filter Systems India Ltd. alongwith certified/attested copy of order dated 27.5.2008, passed by High Court of Delhi for merger of M/s Purolator India Ltd. with M/s Mahle Filter Systems India Ltd. 10. M/s Mahle Filter Systems India Ltd., vide communication dated 20.1.2009 responded to communication dated 14.11.2008, informing that neither M/s Purolator India Ltd. had merged with M/s Mahle Filter Systems India Ltd. nor its business was vested in another ....
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....3. Vide notice dated 2.12.2009, HIMUDA again reiterated its earlier stand and called upon the Petitioner- Company to deposit the amount on account of unearned increase as already claimed by it in previous communications with condition that failure in deposit will result cancellation of allotment and termination of lease, with further right to recover all liquidated damages. The said notice was also responded by Petitioner-Company, vide communication dated 23.12.2009. Thereafter, on 2.1.2010, to avoid eviction and dispossession of Petitioner-Company from the Industrial Plots by HIMUDA, Petitioner-Company had filed a Civil Writ Petition No.8 of 2010 before this Court, which was disposed of by a Division Bench of this Court vide order dated 4.1.2010, directing HIMUDA to take a final decision, by passing a speaking and reasonable order, within a period of eight weeks from the date of passing of the order, after taking into consideration contents of the reply filed by the Petitioner-Company to the notice and also considering the provisions of Transfer of Property Act, 1882, Companies Act, 1956 and Terms and Conditions of the Lease. Liberty was also granted to the Petitioner-Company to d....
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....ficate of incorporation with the necessary alterations embodies therein; and the change of name shall be complete and effective only on the issue of such a certificate. (2) The Registrar shall also make the necessary alteration in the memorandum of association of the company. (3) The change of name shall not effect any rights or obligations of the company, or render defective any legal proceedings by or against it; and any legal proceedings which might have been continued or commenced by or against the company by its former name may be continued by or against the company by its new name." 17. On perusal of Memo of Parties filed with copy of decision dated 27.5.2008 (Annexure-6), passed by High Court of Delhi, it is apparent that matter decided by the said Court was a Scheme of Arrangement of Merger of M/s Mahle Filter Systems India (P) Ltd. with M/s Purolator India Ltd., wherein M/s Mahle Filter Systems India (P) Ltd. was Transferor Company whereas M/s Purolator India Ltd. was Transferee Company and in this decision sanction was granted to the proposed scheme for amalgamation of Transferor Company with the Transferee Company and Scheme of Amalgamation was approved with effect ....
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....Pool Fund of the Official Liquidator within three weeks." 18. Clause-10 of Scheme for above referred Amalgamation of Companies, containing condition for substitution of name of Transferee Company, is as under: "10. Upon this Scheme becoming finally effective: .................... .................... (e) The name of the Transferee Company shall be substituted with the name of the Transferor Company. Pursuant to the provisions of the Companies Act, 1956, the Transferee Company will make necessary application to the concerned Registrar of Companies and other competent authorities, if any, to give effect to the said change of name." 19. It is apparent from record that Transferor Company, i.e. M/s Mahle Filter Systems India (P) Ltd., stood dissolved without process of winding up, on account of its amalgamation in the Transferee Company, i.e. M/s Purolator India Ltd., whereas M/s Purolator India Ltd. was incorporated and registered as Public Limited Company and after amalgamation/merger, M/s Purolator India Ltd. was renamed as M/s Mahle Filter Systems India Ltd., but not as M/s Mahle Filter Systems India Private Ltd., for the reason that M/s Mahle Filter Systems India (P) Ltd.....
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....provides that change of name of the Company shall not affect any rights or obligations of the Company, or render defective any legal procedure by or against it and such proceedings may be continued by or against the Company by substituting its new name. 22. Change of name of a Company does not mean change of owner or proprietor. On change of name of a person, natural or legal, including an entity like a Company registered under Companies Act, 1956, it cannot be construed that property belonging to that person/entity has been transferred from person 'A' to person 'B' as there are no two persons but only one person in existence, who has to be identified with changed name. Therefore, in present case also, HIMUDA has mis-described and misconstrued the documents placed before it and at one place Director of Industries and/or MSID, in their communications dated 6.11.2009 and 4.10.2008 respectively, had also miscommunicated that M/s Purolator India Ltd. has merged with M/s Mahle Filter Systems India Ltd. and business of M/s Purolator India Ltd. has vested in M/s Mahle Filter Systems India Ltd., whereas fact was and is that M/s Mahle Filter Systems India (P) Ltd. had merged in M/s Purolat....
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....- alongwith 14% interest from the Petitioner-Company and, accordingly, Office Order dated 25.2.2010 (Annexure-1) is quashed and consequently HIMUDA is directed to incorporate the change of name of M/s Purolator India Ltd. in its record of allotment of concerned Industrial Plots as M/s Mahle Filter Systems India Ltd. and concerned parties, including HIMUDA, are directed to execute all necessary documents, including Supplementary Lease Deed, if required so, under the Rules, Regulations and Law applicable in present case on or before 30.4.2021. CWP No.889 of 2010 27. This petition has been preferred by M/s Mahle Filter Systems India Ltd./Petitioner-Company for quashing of letter dated 12.3.2010, Annexure A-14, whereby CEO-cum- Secretary of HIMUDA has declined to consider the request made by Petitioner-Company for issuance of No Objection Certificate (NOC) for sanction and release of Power Load to Petitioner-Company from Himachal Pradesh State Electricity Board (HPSEB), on the ground that M/s Mahle Filter Systems India Ltd. is in unauthorized use and occupation of Industrial Plots No.14 & 15, referred supra. Petitioner has also sought direction, in the nature of mandamus, to HIMUDA t....