2018 (8) TMI 2103 - HC - Companies Law

Amendment in conveyance deed - registration of immovable property - Petition sought change of name due to merger into new entity - Validity of demand of unearned increase/transfer charges on account of alleged violation of Clause 2(xi) of conveyance deed - HELD THAT - A similar question was decided by the Single Judge of the High Court 2015 (5) TMI 1243 - CALCUTTA HIGH COURT , wherein with the observations that when the respondent-State had recognized independent juridical entity of Dabur Pharma Limited as a lessee, the subsequent change of promoter group, which ultimately led to the change of corporate name the petitioner-Company cannot be saddled with an independent obligation to pay transfer fee. It has, therefore, been held in the judgment supra that no demand for transfer fee could have been raised against the petitioner-Company as a condition precedent for recordal of its name as a lessee on the ground that there has been transfer of leasehold rights. In view of the point in issue in this writ petition is authoritatively adjudicated upon by the Calcutta High Court with the help of case law and the facts also identical, therefore, the point in issue is covered by the judgment ibid in favour of the petitioner.

Summary

Issues Involved:
1. Demand for unearned increase/transfer charges.
2. Alleged violation of Clause 2(xi) of the conveyance deed.
3. Change of name and its legal implications.
4. Transfer of shares and its impact on property rights.

Detailed Analysis:

1. Demand for Unearned Increase/Transfer Charges:
The petitioner challenged the demand for Rs. 1,04,21,508/- raised by the respondent-Corporation towards unearned increase/transfer charges. This demand was made in response to the petitioner's request to change the name of the allottee in the records. The petitioner argued that the change in the name does not constitute a transfer of property and, therefore, does not warrant such charges.

2. Alleged Violation of Clause 2(xi) of the Conveyance Deed:
Clause 2(xi) of the conveyance deed prohibits the vendee from selling, leasing out, transferring, assigning, or otherwise parting with the possession of the plot without prior written approval from the Managing Director of the Corporation. The respondent-Corporation claimed that the petitioner violated this clause by transferring shares, which they interpreted as a transfer of the plot.

3. Change of Name and its Legal Implications:
The petitioner argued that the mere change of name from 'Dabur Pharma Limited' to 'Fresenius Kabi Oncology Limited' does not affect the entity's continuity or its rights and liabilities. The change was legally approved by the Registrar of Companies, and the entity remained the same despite the new name. The court agreed, stating that the new certificate of incorporation does not amount to the incorporation of a new company.

4. Transfer of Shares and its Impact on Property Rights:
The court found that the purchase of 90.89% of the total equity share capital of 'Dabur Pharma Limited' by the petitioner did not amount to a transfer of the plot. The company remained the same entity, and the plot was not transferred to a different entity. The court emphasized that the agreement in question was a share purchase agreement, not a conveyance deed for property transfer.

Conclusion:
The court concluded that there was no registered conveyance/sale deed indicating that 'Dabur Pharma Limited' transferred its rights, title, and interests in the plot to the petitioner. The change of name and the purchase of shares did not constitute a violation of Clause 2(xi) of the conveyance deed. Consequently, the demand for unearned increase/transfer charges was deemed legally and factually unsustainable.

The court quashed and set aside the impugned order and demand notices, directing the respondent to record the petitioner's name as a lessee upon compliance with other relevant formalities. The writ petition was allowed, and all pending applications were disposed of.