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TMI Blog2009 (12) TMI 503X X X X Extracts X X X X X X X X Extracts X X X X ..... complaint, which in this case has been filed on 12-6-2008, is not maintainable. According to counsel for the petitioner, the notice period of 15 days should be calculated from such date and the complaint ought to have been filed within one month of the expiry of the notice period. If so calculated the complaint ought to have been filed on or before 5-6-2008. Hence, the complaint, which in this case has been filed on 12-6-2008, is not maintainable. Appeal dismissed. - CRI. O.P. NO. 14139 OF 2009 AND M.P. NOS. 1 AND 2 OF 2009 - - - Dated:- 2-12-2009 - C.T. SELVAM, J. V.M.G. Ramakannan for the Petitioner. G.M. Ramasubramanian for the Respondent. JUDGMENT 1. This petition seeks to quash the proceedings pending for offe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat 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." 4. The contention that the suit was instituted in the name of a non-existing person was met by the contention that the change of the name of a company did not bring into existence a new entity, the company remained the same and continued under the new name. Several decisions including that of a Division Bench of this Court have been referred to and discussed by the Calcutta High Court. It would be useful to refer to some of the discussions thereunder (pages 711, 715 and 716 of 60 Comp. Cas.) : "A Division Bench of the Madras High Court considered sect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has been misdescribed in the plaint. 21. On a consideration of the relevant sections of the Companies Act, 1956, relating to change of name of existing companies, noted earlier, it does not appear to us that a change of the name of the company results in its dissolution and incorporation of a new company under a new name. Section 21 of the statute permits a company to change its name in the manner as prescribed and nothing else. Ex facie , the section indicates that the company continues in a new name. 22. Section 23 of the Act appears mainly to be a ministerial section and lays down the procedure for recording of the change of name. A fresh certificate of incorporation is no doubt issued, but the same is only for the purpose of record ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... name and all the rights and obligations under the law of the old company pass to the new company. It is not similar to the reconstitution of a partnership, which, in law, means the creation of a new legal entity altogether ." 5. In the ultimate analysis it was found that the suit filed in the wrong name would be a case of mis-description and not a suit by a non-existing person. The rationale of the said decision squarely would apply and answer the contention of the petitioner. 6. The other contention raised is that the complaint was not filed within 30 days from the date of the endorsement on the postal cover as "I. D.-intimation delivered". Admittedly, the statutory notice sent by the respondent was returned undelivered in this ca ..... X X X X Extracts X X X X X X X X Extracts X X X X
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