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IN THE HIGH COURT OF CALCUTTA
Biswanath Somadder, Arindam Mukherjee, JJ.
State of West Bengal and Others – Appellants
Versus
Gopi Vallabh Solutions Private Limited and Others – Respondents
CAN No. 6652 of 2018, MAT No. 869 of 2018
Decided On : 05-02-2019
Change in Name - Lease Agreement - Companies Act 1956, Section 21 - 19th January, 1987 lease deed allowed sub-letting for electronic industries - Change in name from BNK to GVSPL - Dispute over transfer fee - Court held that change in name under Section 21 of the Companies Act 1956 does not amount to transfer of leasehold interest - No transfer fee payable
Fact of the Case:
The dispute arose from a change in the name of a company from BNK to GVSPL and the demand for transfer fee by the appellants. The court was tasked with determining whether the change in name constituted a transfer of leasehold interest and if transfer fee was payable.
Finding of the Court:
The court found that the change in name under Section 21 of the Companies Act 1956 did not amount to a transfer of leasehold interest, and therefore, no transfer fee was payable by GVSPL.
Issues: The main issue was whether the change in the name of the company constituted a transfer of leasehold interest, leading to the demand for transfer fee by the appellants.
Ratio Decidendi: The court held that the change in name under Section 21 of the Companies Act 1956 did not result in a new company coming into existence, and therefore, there was no transfer of leasehold interest. The court also emphasized that the company remained liable for its obligations even after the change in name.
Final Decision: The appeal was dismissed, and it was held that no transfer fee was payable by GVSPL for the change in name from BNK to GVSPL.
JUDGMENT :
Arindam Mukherjee, J.
1. The appellants are the respondent Nos. 1, 2, 3, 4 and 5 in the writ petition being W.P. No. 26288 (W) of 2016, Gopi Vallabh Solutions Pvt. Ltd. and Another vs. 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:-
(ii) The said lease deed, inter alia, allowed WEBEL (lessee) to sub-divide 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 Government or of any other authority prescribed in that behalf.
(iii) In terms of the authority granted by the said deed of lease dated 19th January, 1987, WEBEL executed a sub lease in favour of BNKE Solutions Private Limited (hereinafter referred to as the BNK) on 22nd July, 2005 in respect of 1.12 acres (plot no. E2-2/1) for a period of 90 years, inter alia, on the terms and conditions recorded in the said document. WEBEL is described as sub-lessor and BNK as sub-lessee. The sub lease is also a registered document. The obligations of WEBEL in the lease dated 19th January, 1987 were incorporated in the said sub-lease deed.
(iv) The said lease executed by WEBEL was known to and notified with the appellants.
(v) The sub-leased plot was duly mutated in the name of BNK.
(vi) BNK was incorporated on 29th February, 2000. The Memorandum of Association of BNK annexed to the writ petition provides for the main and the ancillary objects of the said company.
(vii) By a gazette notification dated 26th May, 2008, 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 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) Subsequently, GVSPL requested the appellants through WEBEL as also by itself to allow the change of name of sub-lessee in the sub-lease dated 22nd July, 2005 from BNK TO GVSPL.
(xii) The appellants held that the change in name of BNK to GVSPL amounts to transfer of the sub-lessee interest of BNK in favour of GVSPL and, s such, demanded transfer/ permission fee by a memo dated 7th July, 2015
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