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2025 Supreme(Gau) 2232
THE GAUHATI HIGH COURT, (HIGH COURT OF ASSAM, NAGALAND, MIZORAM AND ARUNACHAL PRADESH)
DEVASHIS BARUAH, J.
Arvee Engineering Consultants Ltd., Formerly Known As Aarvee Associates Architects Engineers And Consultants Pvt. Ltd), Represented By Its Authorized Signatory, Sri Ram Madhira and Ors. – Petitioners
Versus
Union Of India, Represented By The General Manager And Ors. – Respondents
WP(C) No.5504 of 2025
Decided On : 01-11-2025
Important Points
Subject
Contract Law - Corporate Law
Act Referred
Headnote
(B) Legal standpoint on obligations post-name change - New name and class do not affect pre-existing debts or contracts. (Paras 30-34)
(C) Administrative actions of Respondent Authorities fail to recognize legal implications of name change. (Paras 34-36)
Facts of the case:
The Petitioners contested the cancellation of a contract due to a name change from M/s Aarvee Associates Architects Engineers and Consultants Private Limited to M/s Aarvee Engineering Consultants Limited, alleging the Respondents failed to acknowledge this in their administrative decisions.
Findings of Court:
The court found the cancellation of the contract and forfeiture of bid security to be illegal, affirming all contractual obligations despite the company's name change.
Issues: The main issues included the validity of the contract post-name change and the Respondent Authorities' recognition of legal implications therein.
Ratio Decidendi: The court held that a company’s name change legally preserves its existing contractual rights and obligations, and administrative decisions failing to recognize this were deemed erroneous.
Result: The impugned termination order was quashed, and the contract reinstated.
For the Petitioners: Mr. S. Sharma, Adv.
For the Respondents: Mr. K. Gogoi, SC, Railway
| Table of Content |
|---|
| 1. details of the origin and context of the case. (Para 2 , 4 , 5 , 6) |
| 2. arguments presented by the parties on the name change issue. (Para 27 , 28 , 29) |
| 3. interpretation of sections 13 and 18 of the companies act, 2013. (Para 30 , 31 , 32 , 33) |
| 4. court's observation on the legal implications of name change. (Para 34 , 35 , 36) |
| 5. final disposition regarding the validity of the contract. (Para 37) |
JUDGMENT :
DEVASHIS BARUAH, J.
Heard Mr. S. Sharma, the learned counsel appearing on behalf of the Petitioners and Mr. K. Gogoi, the learned Standing counsel appearing on behalf of the Respondent Nos. 1, 2 and 3.
2. The Petitioners herein are aggrieved by the order dated 03.09.2025 whereby the Respondent Authorities have cancelled the Letter of Intent and terminated the contract on the ground that the Bank Guarantee which was submitted by the Petitioners could not have been taken into consideration inasmuch the contract was awarded to M/s Aarvee Associates Architects Engineers and Consultants Private Limited in consortium with the Petitioner No.2 and the said M/s Aarvee Associates Architects Engineers and Consultants Private Limited did not provide the Bank Guarantee rather the Bank Guarantee was provided by the Petitioner No.1.
3. The issue involved in the present writ petition is a legal issue as regards the effect when a company changes its name and the class i.e. from Private Limited Company to Limited Company.
FACTUAL MATRIX:
4. For the purpose of deciding the said issue which is fundamental to the present proceedings, this Court finds it relevant to take note of the material facts which led to the filing of the present writ petition.
5. The Petitioner No.1 is a Limited Company registered under the provisions of Companies Act, 2013 (for short ‘the Act of 2013’) having its registered office at 8-2-5 Ravula Residency, Srinagar Colony Main Road Hyderabad-82.
6. The Petitioner No.2 is a partnership firm and the Petitioner Nos. 3 to 5 are partners of the Petitioner No.2 firm. The Respondent Authorities had issued a Request for Proposal (for short ‘RFP”) for appointment of General Consultant (GC) for the Northeast Frontier Railway Headquarters. In terms with the said RFP, the bid due date and time was 14:30 hours on 24.10.2024 and the bid was to be opened on 15:30 hours on 24.10.2024.
7. It has been stated at the Bar that the bid due date was extended.
8. M/s Aarvee Associates Architects Engineers and Consultants Private Limited in consortium with Petitioner No.2 submitted their bid on 05.11.2024 as a joint venture.
9. The record reveals that in the meantime, the company namely M/s Aarvee Associates Architects Engineers and Consultants Private Limited with the approval of the Central Government changed the name to M/s Aarvee Engineering Consultants Limited and thereupon, the class of the said company from Private Limited to Limited Company was accorded approval by the Registrar of Companies, CPC vide an order dated 04.02.2025 and a fresh Certificate of Incorporation was issued to the Petitioner No.1 on 16.02.2025.
10. The Petitioner No.1 submitted a communication dated 05.05.2025 informing of the change of the name of M/s Aarvee Associates Architects Engineers and Consultants Private Limited to the M/s Aarvee Engineering Consultants Limited and further that the class of the company was changed from Private Limited to Limited Company. The Petitioner No.1 also enclosed along with the said communication dated 05.05.2025, the fresh Certificate of Incorporation, the new PAN Card and the TAN number provided to the Petitioner No.1.
11. The records further reveal that the Respondents upon coming to learn about the change in the name and class of the company addressed a communication to the Petitioner No.1 dated 22.05.2025. In the said communication, reference was made to the Bid submitted by M/s Aarvee Associates Architects Engineers and Consultants Private Limited with the Petitioner No.2 as Joint Venture dated 05.11.2024. The Petitioner No
