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TMI Blog1984 (9) TMI 242X X X X Extracts X X X X X X X X Extracts X X X X ..... l,40,098.32 ; Rs. 75,654 on account of interest accrued ; further interest and costs. In the cause title of the plaint filed in the suit, the respondent was described in its previous name, viz ., Fibre Glass Pilkington Limited. After the appellant entered appearance in the suit, the respondent on April 4, 1983, applied under Chapter XIIIA of the Rules of the Original Side of this court for final judgment. The appellant filed an affidavit-in-opposition to the said application contending, inter alia , that the suit was not maintainable inasmuch as Fibre Glass Pilkington Ltd. was not an existing company on the date the suit was filed. A new company, viz ., F.G.P. Ltd., having been incorporated with effect from April 15, 1982, it was contended that Fibre Glass Pilkington Ltd. stood dissolved and there was no company by that name on the date when the suit was filed. It was contended that the suit should be dismissed with costs. Thereafter, on July 19, 1983, the respondent made an application in the suit for amendment of the cause title of the plaint, the register of the suit and other pleadings for describing the plaintiff as F.G.P. Limited and for leave to reverify the plaint. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce a new proceeding in its old name. Learned counsel drew our attention to the relevant provisions of the Companies Act, 1956, which may be noted: "Section 21. A company may, by special resolution and with the approval of the Central Government signified in writing, change its name..." "Section 23(1). Where a company changes its name in pursuance of section 21 or section 22, the Registrar shall enter the new name on the register in the place of the former name and shall issue a fresh certificate of incorporation with the necessary alterations embodied therein ; and the change of name shall be complete and effective only on the issue of such a certificate. (1A) Where the change in the name of a Government company consists only in the deletion of the word ' private ' therefrom, that Government company shall, not later than three months from the date thereof, inform the Registrar of the aforesaid change and thereupon the Registrar shall delete the word 'private' before the word 'Limited' in the name of the company upon the register and shall also make the necessary alteration in the certificate of incorporation issued to the company. (2) The Registrar shall also make the nec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts petition for execution by altering its name from the old to the new. The application was allowed. On a revision, a Division Bench of this court affirmed the amendment and observed as follows (at p. 586): "Section 21 enables a company to change its name by a given method, viz ., by a special resolution and with the approval of the Central Government signified in writing. It does not provide for altering the entity but only the name. This is also made quite clear by the provisions of section 23. Sub-section (1) of section 23 states that where a company changes its name in pursuance of section 21 or section 22, the Registrar shall enter the new name on the register in the place of the former name, and shall issue a fresh certificate of incorporation with the necessary alterations embodied therein and the change of name shall be complete and effective only on the issue of such a certificate. It would be observed that the emphasis is on the expression ' change of name'. Sub-section (3) lays down that the change of name shall not affect any rights or obligations of the company or render defective any legal proceedings by or against it; and any legal proceedings which might have bee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... description of the plaintiffs to appear in it in order to assist the court in determining the real question or issue between the parties." ( d ) Malhati Tea Syndicate Ltd. v. Revenue Officer, Jalpaiguri, [1973] 43 Comp. Cas. 337 (Cal.). In this case, Malhati Tea Syndicate Ltd. moved under article 226 of the Constitution challenging a demand from a statutory authority for payment of arrears of rent under a lease as also for arrears of cess. During the pendency of the writ application, Malhati Tea Syndicate Ltd. changed its name by a special resolution and obtained a certificate of incorporation recording its new name, viz ., Malhati Tea and Industries. The writ application was partially successful. An appeal was preferred by the company from the order of the first court. The company applied in the appeal for amendment of the pleadings in the original preceedings as also pleadings in the appeal for substituting its new name. After considering and disposing of the appeal on merits, a Division Bench of this court held that on the day the appeal was filed, there was no company in the register in the name Malhati Tea Syndicate Ltd. which was no longer in existence within the m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e previous name. The application was allowed and on a revision before a Division Bench of this court, the order allowing amendment was upheld. The contention of the defendant that the amendment amounted to substitution of an existing person for a non-existent person was rejected. It was held that a change of the name of the company did not indicate a change of its identity and further that the previous name of the plaintiff in the cause title of the plaint was a mere misdescription which could be corrected by amendment. ( g ) Shree Choudhary Cold Storage (1972) v. Ruby General Insurance Co. Ltd., AIR 1982 Cal 124 ; [1983] 54 Comp. Cas. 639 (Cal.). In this case, under the General Insurance (Emergency Provisions) Act, 1971, Ruby General Insurance Co. Ltd. was taken over and its management vested in the Government of India. Under the subsequent General Insurance (Emergency Provisions) Amendment Act, 1972, the National Insurance Company took over the management of the company which was treated as an unit of the former. Under the National Insurance Company Ltd. (Merger) Scheme, 1973, promulgated thereafter, all companies taken over were directed to be merged with the National Insu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company in its new name. The expression used in the section is "the company" and not "old company", or "new company", or "dissolved company". There are further indications that in spite of a change of name, the entity continues. For the above reasons, we hold that on a change of its name, a company does not stand dissolved nor any new company comes into existence. It follows that after change of its name, if any legal proceeding is commenced or instituted by a company in its old name, it would be a case of mere misdescription and not a case of initiation of a proceeding by a person not in existence. A similar question came up before a Division Bench of this court in Economic Investment Corporation Ltd. v. CIT [1970] 75 ITR 233 (Cal). In that case, a company changed its name under section 11(5) of the Indian Companies Act, 1913. The change was duly intimated to the Income-tax Officer concerned. In spite of such intimation, the Income-tax Officer assessed the company in its old name and initiated certificate proceedings. During the pendency of the proceedings, the Income-tax Officer requested the certificate officer to substitute the old name of the company by its new name. T ..... X X X X Extracts X X X X X X X X Extracts X X X X
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