9911796707
TMI Blog2019 (2) TMI 2099X X X X Extracts X X X X X X X X Extracts X X X X ..... e State of West Bengal and Others.). The writ petitioner, namely, Gopi Vallabh Solutions Private Limited (formerly known as BNKe Solutions Private Limited) is the respondent no. 1 in the above appeal. The West Bengal Electronics Industries Development Corporation Limited (Webel) was respondent no. 6 in the writ petition and proforma respondent in the above appeal. 2. The following facts emerge from the pleadings before the learned First Court:- i) By a registered deed 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and revised subsequently by gazette notifications dated 16th December, 2011 and 26th November, 2012 the transfer fee in respect of leased out plots at Bidhan Nagar was fixed. viii) By a deed of declaration/rectification dated 18th July, 2012 entered by and between the Webel and BNK, a rectification was brought in to the sub-lease deed dated 22nd July, 2005 by which BNK was allowed to sub-let or sub-lease the surplus built up space of the building for being used 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 i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 27 to the writ petition and further directing the appellants to record the change of name from BNK to GVSPL without payment of any permission fee as demanded. 4. The appellants in the other hand, contends that there has been transfer of share holding in BNK which amounts to change in the controlling interest of and in the said company which amounts to transfer of the sub lease and, as such, GVSPL is liable to pay permission/transfer fees. The appellants 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) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the entities whose case has been discussed in the said judgment which persuaded the Hon'ble Supreme Court to hold that there has been a transfer is similar to the case in hand. None of the companies whose case has been discussed in the said judgment had changed their names under the provisions of Section 21 of the Companies Act, 1956. Moreover, we do not find any similar embargo as contained in some of the clauses of the lease deeds considered 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 w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the agreements entered into by it. The old company after its change in name under the provisions of Section 21 of the Companies Act, 1956 continues to exist in the new name with all its aspect and liabilities. 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 irrespective of who held what shares of and in the said BNK. 12. We have also considered the Memorandum of Articles of Association ..... X X X X Extracts X X X X X X X X Extracts X X X X
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