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TMI Blog2019 (2) TMI 2099X X X X Extracts X X X X X X X X Extracts X X X X ..... r Section 3 of the Companies Act, 1956. The share holders are also free to transfer their shares at will, however, of course subject to statutory restrictions and compliance. Even with the entire transfer of share holding the company continues to exist by its name and is liable for any breach of the agreements entered into by it. In the instant case, even if the transfer of entire share holding of BNK had been transferred in 2009 it did not amount to a new company coming into existence which is different from BNK, in fact BNK continued to be liable as a sub lessee even after transfer of its entire share holding. Any action as to breach of any covenant of the sub lessee ought to have been brought against BNK till its change in name irresp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed of lease dated 19th January, 1987, the Governor of the State of West Bengal was pleased to grant a lease in favour of Webel in respect of 87,555,621 acres of land(approximately) in Block-EP GP in Sector-V of Bidhan Nagar in the district of 24 Pargana (North) for a period of 999 years on the terms and conditions mentioned therein. ii) The said lease deed, inter alia, allowed Webel (lessee) to subdivide or sublet the demised land or the building to be constructed for the purpose of setting up of different units of electronic industries and also prevented the use of the demised land or of any unit constructed thereat for any purpose other than for setting up of electronic industries without the prior permission in writing of the Govern ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed by other IT/ITES and electronic units only on previous written consent of the Webel. ix) The name of BNK changed to Gopi Vallabh Solutions Private Limited (in short GVSPL ) under the provisions of Section 21 of the Companies Act, 1956. A fresh certificate of incorporation was issued by the Registrar of Companies in favour of GVSPL on 12th March, 2012. The concerned authorities apart from being made aware about this change of name were also aware of that fact while they granted permission to GVSPL to sub lease some units at its leased out plot to other entities. x) The Memorandum of Association of GVSPL on being compared with that of BNK reveals that the main and ancillary objects of the BNK and GVSPL are the same. xi) Subsequen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have further contended in its opposition filed before the learned First Court that the lease hold premises is in effect changing hands in a circuitous manner which should not be permitted and, as such, GVSPL is liable to pay permission/transfer fees as asked for. 5. GVSPL(writ petitioner) in reply, contends that, the share holders of the company and the company are different. The company is a separate juristic entity and its share holders are free to transfer their share holdings at any time they chooses subject to the statutory restrictions and compliance. The change in share-holding does not bring into existence a new company. GVSPL remains liable for all acts of BNK. In any event, the transfer of share holding had taken place in 2009 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idered in the said judgment. In absence of such restrictive covenants in the lease deed before us or in the sub lease under consideration we are not inclined to hold that the change in share holding of a company coupled with change in name under the provision of Section 21 of the Companies Act, 1956 will amount to transfer of its lease hold interest on the plot of land in question which will entitle the appellants to demand permission fee. 10. On the other hand, the decisions cited by the respondents/writ petitioners being (2005) 128 Company Cases 996 (SCC), AIR 1966 Cal. 585 (DB) and (1986) 60 Company Cases 707 (DB) clearly goes on to show that change in name under the provisions of Section 21 of the Companies Act 1956 does not bring in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssee even after transfer of its entire share holding. Any action as to breach of any covenant of the sub lessee ought to have been brought against BNK till its change in name irrespective of who held what shares of and in the said BNK. 12. We have also considered the Memorandum of Articles of Association of BNK and GVSPL and have found that there is virtually no change between the two which could have created a doubt in our mind that BNK and GVSPL are different companies. This is also not a case where the corporate veil has to be lifted to probe into or hold transfer of the lease hold interest with the transfer of shares. 13. We are, therefore, unable to accept the contentions of the appellants and on the contrary accept that of the r ..... X X X X Extracts X X X X X X X X Extracts X X X X
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