2000 (7) TMI 902 - HC - Companies Law

Summary

Issues:
1. Change of name of plaintiff companies.
2. Opposition to the relief by the defendant.
3. Distinction between company as a legal entity and its shareholders.
4. Amalgamation of companies and its implications.
5. Application for discovery of relevant documents.
6. Discovery of blueprints and drawings.
7. Decision deferred on a specific application.
8. Implementation of court orders for framing of issues.

Analysis:

1. The plaintiff filed applications for changing the names of the plaintiff companies, which were opposed by the defendant. The plaintiff sought to change the name of plaintiff No. 1 from Memtec Ltd. to USF Filteration Ltd. and plaintiff No. 2 from Manteec America Corpn. to USF Filteration & Separation Group Inc. The applications were supported by necessary documentation, including certificates from relevant authorities. The court allowed the change of name for plaintiff No. 1 but dismissed the applications for plaintiff No. 2, emphasizing that a change in ownership of a company is not a ground for dismissal of a suit.

2. The defendant opposed the relief sought by the plaintiff, arguing that the suit should be dismissed due to the alleged amalgamation of companies. The defendant contended that the plaintiff had ceased to exist due to changes in ownership. However, the court clarified that a company is a distinct legal entity separate from its shareholders. Even with changes in ownership, the company's legal existence does not cease, unless an actual amalgamation occurs. The court dismissed the defendant's objections, highlighting the importance of distinguishing between changes in ownership and amalgamation.

3. The defendant filed applications seeking discovery of relevant documents related to the acquisition of various companies by the plaintiff. The plaintiff provided documents showing the sequence of acquisitions and ownership changes. The court found the defendant's arguments regarding amalgamation and the inadmissibility of the documents to be incorrect. The court dismissed the defendant's applications, stating that the documents provided were sufficient and relevant to the case.

4. Another application was filed by the defendant for the discovery of blueprints and drawings related to the manufacturing process. The plaintiff had already provided relevant documents, and the court noted that the plaintiff's ownership of the copyright was crucial. The court emphasized that changes in ownership through share transfers do not alter the legal status of the company. The court dismissed the application, highlighting that the plaintiff had already made appropriate disclosures.

5. A specific application was deferred for consideration after the framing of issues by the court. The court noted that due to frequent applications being filed, previous court orders had not been implemented. The suit was scheduled for the framing of issues on a specified date to move the proceedings forward effectively.