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IN THE HIGH COURT OF HIMACHAL PRADESH, SHIMLA
VIVEK SINGH THAKUR, J.
Mahle Filter Systems India Ltd. (Formerly Purolator India Ltd) - Petitioner
Versus
Himachal Pradesh Urban Development Authority (HIMUDA) and another - Respondents
CWPs No.888 and 889 of 2010
Decided On : 26-02-2021
Transfer of Property Act, 1882 – Companies Act, 1956 – Sections 21, 23 – Violation of Clause- 2(v)(a) of Lease Deed – Petitioner by way of this Writ Petition, has approached this Court, assailing Office Order passed by CEO-cum-Secretary, Himachal Pradesh Urban Development Authority respondent No.1, whereby petitioner has been called upon to deposit an amount to tune of Rs.15,80,97,144/- alongwith interest at rate of 14% per annum from 12.6.2009 till its realization, on account of 50% unearned increase with respect to Plots No.14 to 15, Sector- 1, Parwanoo, for alleged transfer of these plots from M/s Purolator India Ltd. to a new company M/s Mahle Filter Systems India Ltd., without taking prior permission/consent of the lessor, i.e. HIMUDA, causing violation of Clause- 2(v)(a) of Lease Deed executed between HIMUDA and M/s Purolator India Ltd. – Held, Assets of lessee have not been transferred to any other company but assets of another company have been transferred in favour of lessee. – Previous consent for filing amalgamation petition, acquiring any other Company by lessee is not warranted under Clause-2(v)(a). – Had it been a merger of lessee in any other company alongwith its assets, provisions of Clause-2(v)(a) of Lease Deed might have been attracted, but factual matrix is not so in present case. – Thus, action of HIMUDA is misconceived. – It is evident that M/s Mahle Filter Systems India Ltd. is none else but the M/s Purolator India Ltd. and HIMUDA is not entitled to claim 50% unearned increase of Rs.15,80,97,144/- alongwith 14% interest from Petitioner-Company and, accordingly, Office Order is quashed and consequently HIMUDA is directed to incorporate change of name of M/s Purolator India Ltd. in its record of allotment of concerned Industrial Plots as M/s Mahle Filter Systems India Ltd. and concerned parties, including HIMUDA, are directed to execute all necessary documents, including Supplementary Lease Deed, if required so, under Rules, Regulations and Law applicable in present case on or before 30.4.2021. – Petition has been preferred by M/s Mahle Filter Systems India Ltd./Petitioner-Company for quashing of letter Annexure A-14, whereby CEO-cum- Secretary of HIMUDA has declined to consider request made by Petitioner-Company for issuance of No Objection Certificate (NOC) for sanction and release of Power Load to Petitioner-Company from Himachal Pradesh State Electricity Board (HPSEB), on ground that M/s Mahle Filter Systems India Ltd. is in unauthorized use and occupation of Industrial Plots No.14 & 15, referred supra. – Petitioner has also sought direction, in nature of mandamus, to HIMUDA to issue an NOC to the Petitioner-Company with further direction to Director of Industries not to withhold/delay issuance of Certificate of Commencement of Production, on ground that load connection has not been sanctioned – Petitioner- Company is none else but M/s Purolator India Ltd. and HIMUDA has been directed to permit change of name of M/s Purolator India Ltd. in record of allotment of Industrial Plots as M/s Mahle Filter Systems India Ltd. and, therefore, Petitioner is original allottee of Industrial Plots No.14 & 15 and, thus, Petitioner-Company is also entitled for consequential benefits as available to it as such – Respondents are directed to complete all necessary compliance of all formalities required for regularizing electricity connection sanctioned and power load released in favour of Petitioner-Company in pursuance to interim order passed by this Court. – Parties, including Petitioner- Company, are directed to complete all formalities on or before 30.4.2021 – Petitions Allowed
JUDGMENT :
VIVEK SINGH THAKUR, J.
1. These interconnected two petitions are being disposed of by this common judgment.
CWP No.888 of 2010
2. M/s Mahle Filter Systems India Ltd. (formerly Purolator India Ltd.) (hereinafter referred to as Petitioner – Company), by way of this Writ Petition, has approached this Court, assailing Office Order dated 25.2.2010, Annexure-1, passed by CEO-cum-Secretary, Himachal Pradesh Urban Development Authority (HIMUDA) – respondent No.1, whereby petitioner - M/s Mahle Filter Systems India Ltd. has been called upon to deposit an amount to the tune of Rs.15,80,97,144/- alongwith interest at the rate of 14% per annum from 12.6.2009 till its realization, on account of 50% unearned increase with respect to Plots No.14 to 15, Sector- 1, Parwanoo, for alleged transfer of these plots from M/s Purolator India Ltd. to a new company M/s Mahle Filter Systems India Ltd., without taking prior permission/consent of the lessor, i.e. HIMUDA, causing violation of Clause- 2(v)(a) of Lease Deed executed between HIMUDA and M/s Purolator India Ltd.
3. Facts emerging from the pleadings are that petitioner-Company was originally incorporated in the name of M/s Purolator India Ltd. under Companies Act, 1956 and registered as Public Limited Company in the year 1966, resulting into issuance of Certificate of Incorporation dated 16.4.1966, Annexure-2, in its favour by Registrar of Companies, Punjab and Himachal Pradesh.
4. M/s Purolator India Ltd. was allotted two industrial Plots No.14 & 15 in Sector-1, Parwanoo, by the then Himachal Pradesh Housing Board (now HIMUDA) on 12.9.1975 and 7.5.1977 respectively, on a Long Term Lease of 95 years, whereupon M/s Purolator India Ltd. established its manufacturing facilities Unit-1 and Unit-2.
5. In the year 2007, a Company namely M/s Mahle Filter Systems India (P) Ltd. presented a scheme in the High Court of Delhi for amalgamating itself with M/s Purolator India Ltd. and proposing thereby that all assets and liabilities of the Transferor Company, i.e. M/s Mahle Filter Systems India (P) Ltd. were to be transferred and vested in Transferee Company, i.e. M/s Purolator India Ltd., with further condition that M/s Purolator India Ltd. shall change its name to M/s Mahle Filter Systems India Ltd., by following the prescribed procedure under the Companies Act, 1956.
6. Aforesaid Amalgamation Scheme was sanctioned by the High Court of Delhi, vide order dated 27.5.2008, whereupon Assets and Liabilities of M/s Mahle Filter Systems India (P) Ltd. were transferred to and vested in M/s Purolator India Ltd. with effect from the appointed date, i.e. 1.4.2007.
7. Consequent upon sanction of Amalgamation Scheme and condition incorporated therein, M/s Purolator India Ltd. applied to the Registrar of Companies for change of its name to M/s Mahle Filter Systems India Ltd., by passing necessary resolution, in terms of Section 21 of the Companies Act, 1956. After due approval of Central Government, coupled with Notification dated 24.6.1985, Registrar of Companies, on 4.9.2008, notified the change of name of M/s Purolator India Ltd., as proposed, to M/s Mahle Filter Systems India Ltd. and issued a ‘Fresh Certificate of Incorporation Consequent upon Change of Name’ (Annexure-3) pursuant to Section 23(1) of the Companies Act, 1956.
8. Thereafter, M/s Purolator India Ltd., named as M/s Mahle Filter Systems India Ltd. informed the Member Secretary, SWCA, Industries Department, Parwanoo (MSID) regarding the aforesaid name change with a request to take note of the change and to make necessary changes in its records to endorse the change in the Certificate of Registration. The said information was transmitted by MSID to respondent No.2 - Director of Industries, on the basis of which information, respondent No.2, vide letter dated 6.11.2008, recommended to HIMUDA for necessary permission for change of name from M/s Purolator India Ltd. to M/s Mahle Filter Systems India Ltd. and for execution of Supplementary Lease Deed by the
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