* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Ex. F.A. No.18/2011
% 16th September, 2014
M/S. ZILLION INFRAPROJECTS PVT. LTD. ......Appellant
Through: Ms. Swati Bhushan Sharma,
Advocate.
VERSUS
MATHER & PLATT PUMP SYSTEMS LTD. & ANR. ...... Respondents
Through: None.
CORAM:
HON'BLE MR. JUSTICE VALMIKI J.MEHTA To be referred to the Reporter or not?
VALMIKI J. MEHTA, J (ORAL)
1. This execution first appeal impugns the order of the executing court dated 21.3.2011 by which the executing court has upheld the objections of a company M/s Mather and Platt Pumps Ltd. and held that no execution can be made of the judgment and decree dated 29.5.2008 against the objector company which is not the judgment-debtor company. EFA No.18/2011 Page 1 of 5
2. The facts of the case are that the petitioner/decree holder/plaintiff obtained a decree against M/s Mather and Platt (India) Ltd. By virtue of a scheme of arrangement sanctioned by the Bombay High Court on 8.4.2001 in Company Petition No. 382/2000, two separate divisions of the JD company came to be vested in two separate companies, namely M/s Veedip Financial Services Pvt. Ltd. and M/s Datum Trading Private Ltd. The name of Datum Trading Pvt. Ltd. subsequently got changed to M/s Mather and Platt Pumps Ltd. (objector) and which is clear from the certificate of the Registrar of Companies, Maharashtra, Pune dated 5.10.2001.
3. Since the judgment and decree dated 29.5.2008 is against the judgment debtor- M/s Mather and Platt (India) Ltd., the decree can only be executed against the assets of the JD-company M/s Mather and Platt (India) Ltd. If the decree holder wants the decree to be executed against a totally separate entity, namely M/s Mather and Platt Pumps Ltd., then it was upon the appellant/decree holder company to show that M/s Mather and Platt (India) Ltd. changed its name to M/s Mather and Platt Pumps Ltd. However, as per the record, M/s Mather and Platt (India) Ltd. is/was a separate company from M/s. Datum Trading Pvt. Ltd. and whose name has been EFA No.18/2011 Page 2 of 5 changed to M/s Mather and Platt Pumps Ltd. Merely because some assets and liabilities of the judgment debtor company may have been transferred to the company M/s Mather and Platt Pumps Ltd., the same cannot mean that instead of execution being against the judgment debtor-company M/s Mather and Platt (India) Ltd, the decree can be executed against M/s Datum Trading Pvt. Ltd. now called as M/s Mather and Platt Pumps Ltd.
4. In fact, as per the scheme of arrangement sanctioned by the Bombay High Court in Company Petition no.382/2000 by the order dated 8.4.2001, the Fire and Security Engineering division of the judgment debtor- company and with whom the decree holder-company had dealing with, was transferred to the company M/s. Veedip Financial Services Pvt. Ltd. Either the petitioner/decree holder pleads bindingness of the scheme of arrangement or it does not. If it accepts the scheme of arrangement, then the petitioner/decree holder must execute the judgment and decree only against M/s. Veedip Financial Services Pvt. Ltd. I may note that in para 3 of the impugned order the executing court records that the petitioner/decree holder has exercised its option pursuant to the scheme of arrangement, and therefore the petitioner will be bound by the option being exercised and which appears to be, to recover the amount due from M/s. Veedip Financial EFA No.18/2011 Page 3 of 5 Services Pvt. Ltd. If the petitioner/decree holder does not accept the scheme of arrangement; and which of course cannot be in law because a scheme of arrangement is statutorily binding on all creditors including the petitioner/decree holder; then, the petitioner/decree holder must execute the judgment and decree against M/s Mather and Platt (India) Ltd. but petitioner/decree holder as per its own convenience is not seeking execution against M/s Mather and Platt (India) Ltd. but is seeking execution against a totally separate company, namely M/s Mather and Platt Pumps Ltd. and which company is admittedly not the judgment debtor-company and nor is a company to which as per the scheme of arrangement by the Bombay High Court, the assets and liabilities pertaining to the Fire and Security Engineering division of the judgment debtor-company was transferred to.
5. In law a decree can only be against a judgment debtor and if the execution is sought against some other entity/company/person other than the judgment debtor, it was upon the decree holder to show as to how the rights and liabilities of the judgment debtor-company has been taken over by M/s Mather and Platt Pumps Ltd., but, nothing has been shown to this Court or was filed before the executing court as to the taking over of the liability of the judgment debtor-company -M/s Mather and Platt (India) Ltd. by M/s EFA No.18/2011 Page 4 of 5 Mather and Platt Pumps Ltd. (originally called M/s Datum Trading Pvt. Ltd).
6. In view of the above, though this appeal is dismissed but decree holder in accordance with law can execute the impugned judgment and decree dated 29.5.2008 against the judgment debtor company or any successor company, in accordance with law.
VALMIKI J. MEHTA, J SEPTEMBER 16, 2014 Ne EFA No.18/2011 Page 5 of 5