1972 (2) TMI 59 - HC - Companies Law

Summary

Issues:
1. Amendment of cause title and memorandum of appeal.
2. Change of company name and registration.
3. Competency of appeal filed in the former company name.
4. Competency of cross-objection in the appeal.

Amendment of cause title and memorandum of appeal:
The judgment deals with an application for amending the cause title of a writ petition and the memorandum of appeal to substitute the name of the original petitioner with the new company name. The company had passed a special resolution to change its name and alter its memorandum of association, which was confirmed by the court. The Registrar of Joint Stock Companies issued a certificate approving the name change, and the company came into existence with the new name. The appeal was filed in the former company name, which was no longer on the register of joint stock companies, rendering the appeal incompetent.

Change of company name and registration:
The company had successfully changed its name through a special resolution and court confirmation, with the approval of the Central Government. The new name was registered, and the old name was removed from the register of joint stock companies. The change in name and registration was completed before the appeal was filed, establishing the legal existence of the company under the new name.

Competency of appeal filed in the former company name:
The court examined the contention that the appeal was competent under section 23(3) of the Companies Act, 1956, which allows legal proceedings to continue under the new name. However, the court held that this provision does not permit the commencement of new legal proceedings in the former name after the company has acquired a new name and been registered accordingly. Filing the appeal in the former company name, which was no longer registered, rendered the appeal incompetent.

Competency of cross-objection in the appeal:
The respondent argued that even if the appeal was incompetent, the cross-objection should be considered valid. However, the court rejected this argument, stating that since the appeal itself was incompetent due to being filed in the former company name, the cross-objection arising from it also failed. Consequently, both the appeal and cross-objection were dismissed, with no order as to costs.

This judgment emphasizes the importance of accurately reflecting the legal status of parties in court proceedings, particularly regarding company names and registrations. It highlights the significance of adhering to procedural requirements and ensuring that legal actions are taken in the correct entity name as per the Companies Act.