The "change of name" of a company does not constitute a transfer of leasehold right or any asset of the company, and the corporate veil should not be pierced in the absence of any material of any kind of fraud or any other grounds.

JUDGMENT :

Chitta Ranjan Dash, J.

1. As both these appeals arise out of a common Judgement passed in two writ petitions, both the appeals are disposed of by this common Judgement.

2. Before adverting to the facts of the case it is beneficial to mention here that no affidavit had been filed on behalf of the State (present appellant in both the appeals) in either of the two writ petitions. Learned Counsel appearing for the State before the Hon’ble Single Judge had agreed for disposal of the two writ petitions without affidavits being filed on the ground that arguments have to be advanced on question of law only.

3. A compendium of facts relevant for disposal of these appeals is as follows:

Approximately 16.95 acres of land was leased out in favour of Pfizer India Limited in the year 1989 and the lease deed was executed on 04.01.1989. The tenure of the said lease was 999 years as specified in Clause 1 of the lease deed (Annexure P1) in writ petition no. 24788 (W) of 2010. The unit owned by original lessee Pfizer India Limited with the land and structure standing thereon was transferred to Dabur India Limited on 07.05.1996. Subsequently, through a process of demerger the Pharmaceutical business of Dabur India Limited was segregated and that part of the operation of Dabur India Limited came under another company in the name and style of Dabur Pharma Limited. This scheme of arrangement in this regard was approved by the Hon’ble High Court of Delhi on 17.10.2003. Dabur Pharma Limited thereafter applied for recording its name as a lessee of the aforesaid plot originally leased out to Pfizer India Limited and subsequently transferred to Dabur India Limited. Such application for recording of the name of Dabur Pharma Limited was allowed by the competent authority of the State Government on 15.03.2005.

3.1. The original promoters of Dabur Pharma Limited who were holding 64.34% of the total equity shares in that company thereafter transferred their stake in the company to Fresenius Kabi (Singapore) PTE Ltd., a company organised under the laws of Singapore. This transfer of equity shares was effected on 11.08.2008. Thereafter, the corporate name of Dabur Pharma Limited was changed to Fresenius Kabi Oncology Ltd. (respondent no.1 in both the appeals).

3.2. A fresh certificate of incorporation was issued by the Registrar of Companies, national capital territory of Delhi and Haryana on 09.01.2009 vide Annexure P5 in WP No. 24788 (W) of 2010. The respondent company in both the appeals is subsidiary of the Singapore based company.

4. The dispute between the respondent company and the appellant State arose when the respondent company applied for recordal of change of name of the lessee in respect of the subject plot. Such application was made on 06.01.2010 and the Estate Manager, Kalyani Urban Development Department, Government of West Bengal asked for deposit of Rs. 15,37,66,667/- as transfer permission fee on the basis of notification dated 18.12.2007 for effecting such change. A copy of the said notification is at page 68 of WP No. 24788 (W) of 2010. The aforesaid notification of 2007 contemplates deposit of fees for transfer of “lease hold rights” for different categories of land in Kalyani Township. The transfer fee from the respondent company has been demanded in terms of the circular of December 2007.

5. Further the jurisdictional District Magistrate did not give permission to the respondent company for storage and use of Hexene etc. (which is the raw material for production of medicine by the respondent company) under the provision of the West Bengal Solvent, Raffinate, Slop and other Equivalent Petroleum Products (Acquisition, Sale, Storage and Prevention of Use in Automobiles) Order, 2000 (‘the 2000 order’ for short).

6. Two writ petitions were, therefore, filed. The first one was filed by respondent no.1 company challenging the demand of transfer fee under the circular dated 18.12.2007. The second writ petition was filed by respondent n