9911796707
TMI Blog2011 (2) TMI 1268X X X X Extracts X X X X X X X X Extracts X X X X ..... for the Petitioner. Rajiv Bahl for the Official Liquidator. ORDER 1. This application has been filed by the petitioner under Rule 9 of the Companies (Court) Rules, 1959 seeking a direction to the respondent to effect necessary change in its records thereby recording change of name of ownership in respect of Flat Nos. 201 to 207, Pragati Chambers, Plot Nos. A-5 A-6, Community Centre, Ranjeet Nagar, New Delhi, in favour of the petitioner. 2. In the year 2006, a Scheme of Amalgamation was made between Balsara Hygiene Products Limited, Besta Cosmetic Limited, Balsara Home Products Limited (hereinafter collectively referred to as 'the transferor-companies') and Dabur India Limited (hereinafter referred to as 'the transferee- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ppeared on 6-9-2010 when the matter was heard and judgment reserved. 5. The case of the petitioner is that when it approached the respondent for taking the necessary steps for inserting its name in place of the erstwhile, pre-amalgamated company in its records, the respondent raised a demand for transfer charges at the rate of Rs. 300 per sq. ft. 6. Aggrieved by the said demand, the petitioner has approached this court seeking a direction to the respondent to effect the necessary change in its records to correctly reflect the name of the current owner of those flats, who happens to be the applicant, without insisting on any transfer charges. 7. During the course of hearing, counsel for the petitioner relied on section 392 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent that the said clause is properly invoked by the respondent under the circumstances, it is liable to pay only, "administrative charges", and not the transfer charges at the rate of Rs. 300 per sq. ft., as demanded by the respondent. He submits that, even in terms of Clause 24 of the aforesaid Purchase Agreement, it was not the intention of the parties that further profits should accrue to the promoters when a transfer is made. The charges that are levied, have been specified to be, "administrative" in nature. Consequently, it is obvious that the charge of Rs. 300 per square feet, in any case, is unjustifiable. 10. The decision of the Supreme Court in Hindustan Lever's case ( supra ) leaves no doubt that upon sanction of the scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ost-amalgamation, as a request for approval for a transfer. It claims this charge on the basis of the power under the aforesaid Clause 24 of the Purchase Agreement which permit it to levy an, "administrative charge", for granting its approval permitting the recorded owner to assign his rights to someone else. In this case, it has demanded this charge @ Rs. 300 per sq. ft. 13. Regardless of whether the order of amalgamation does or does not operate as a transfer or sale of the property-in-question from the transferor-companies at the pre-amalgamation stage, to the transferee-company upon the passing of the order of amalgamation by the Court; the fact remains that even Clause 24 of the Agreement, which is being invoked by the respondent, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er also, the impugned demand of transfer charges @ Rs. 300 per sq. ft. is unsustainable and deserves to be quashed. At the same time, counsel for the applicant has expressed his client's willingness to pay any reasonable charge without going into the question whether the amalgamation in question amounts to a transfer or not. 15. Consequently, and for all these reasons, the impugned demand dated 14-6-2008, raised by the respondent calling upon the petitioner/applicant to pay the administrative charges in terms of the aforesaid Clause 24 of the agreement is quashed. The respondent is directed to update the said records by reflecting the name of the applicant as the owner of Flat Nos. 201 to 207 of the property-in-question. It would, howev ..... X X X X Extracts X X X X X X X X Extracts X X X X
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