Allahabad High Court
M/S Aeon Power Private Ltd. And ... vs State Of U.P. And 2 Others on 9 July, 2019
Bench: Pradeep Kumar Baghel, Piyush Agrawal
HIGH COURT OF JUDICATURE AT ALLAHABAD
?Court No. - 21
Case :- WRIT - C No. - 39947 of 2018
Petitioner :- M/S Aeon Power Private Ltd. And Another
Respondent :- State Of U.P. And 2 Others
Counsel for Petitioner :- Ved Byas Mishra
Counsel for Respondent :- C.S.C.,Anuj Pratap Singh,Harsh Vardhan Gupta
Hon'ble Pradeep Kumar Singh Baghel,J.
Hon'ble Piyush Agrawal,J.
The petitioners have instituted this writ proceedings for quashing the orders dated 23.7.2013 and 11.9.2018 passed by the Regional Manager, U.P. State Industrial Development Corproation Ltd. (hereinafter referred to as the UPSIDC), respondent 3, whereby the request of the petitioners to change the names of the Company in the lease deed has been rejected.
Brief facts of the case are that initially the company was registered under the Companies Act, 1956 in the name and style of Plus Power Private Limited. The petitioners carry on the business of manufacturing inverter and batteries. The petitioners have moved an application to the respondent no.2 for allotment of an industrial plot at Mosuri Gulawathi Road, Industrial Area, Ghaziabad. In response to the said application on 20.10.2001, Plot No. D-11, area 1798 sq. meters was allotted to the petitioner in the said industrial area. The petitioners, thereafter submitted a map for the construction of the building and the said map was sanctioned on 1.8.2002 by the Ghaziabad Development Authority, Ghaziabad, (hereinafter referred to as the GDA). A lease deed was executed on 9.8.2005 which was registered on 10.8.2005 by the respondent no.3 in favour of M/s Plus Power Pvt. Ltd.
It is stated that subsequently the Board of Directors of the company, Plus Power Pvt. Ltd. passed a resolution to change its name as M/s Aeon Power Private Limited. On the said resolution, the Registrar of the Companies granted permission to change the name of company as M/s Aeon Power Private Limited and issued a new certificate on 1.7.2008. It is stated that company's identity number (CIN) of Plus Power Pvt. Ltd. remains the same with M/s Aeon Power Private Ltd.
The dispute arose when the petitioners moved an application on 27.6.2013 whereby they have made a request that the name of the company be changed in terms of the certificate issued by the Registrar of the Companies. By the impugned order dated 23.7.2013 the third respondent granted permission to the petitioners to change the name of the Company with amongst other conditions that within 30 days from the issuance of this letter a new lease deed shall have to be executed between the parties. A copy of the said communication is filed as Annexure 15 to the writ petition.
The petitioners are aggrieved by the said condition. A counter affidavit has been filed. The stand taken in the counter affidavit is that at the time of allotment, an agreement was executed between the petitioners and the respondents with certain conditions. Clauses 13 and 13-A of the agreement provide that the said agreement shall stand automatically revoked if there is any change in the constitution of licensee, partnership firm or private limited company etc. Clauses 13 and 13-A of the agreement read as under:
"13. This Agreement shall stand automatically revoked if there is any change in the constitution of licensee, partnership firm or private limited company etc. As on the date of execution of this agreement without prior approval in writing of the Grantor.
13-A. That the Licensee being Company, shall not change its name without prior information to UPSIDC and effect enbloc transfer of shares even in phases resulting in change of management unless a prior written permission of the Grantor is obtained."
In the counter affidavit it is also stated that the petitioners had applied for subletting of the part of the plot in question which was granted. It is also mentioned that no lease deed in favour of the petitioners in the name of M/s Aeon Power Private Limited is in existence and earlier the petitioners were asked vide letter dated 23.7.2013 to comply with the conditions relating to subletting.
We have heard learned counsel for the petitioners and Sri Harsh Vardhan Gupta, learned counsel for the respondents.
Learned counsel for the petitioners submits that it was matter of simple change in the name of the Company and no constitution of the company has been changed. Hence there is no need for the execution of a fresh lease deed which requires unnecessary expenditure of the company. He submits that the said condition is arbitrary and unjustified.
Learned counsel for the respondent has vehemently argued that since there is no lease deed in favour of the Plus Power Pvt. Ltd. in terms of Clauses 13 and 13-A of the agreement a fresh lease has to be executed. He has drawn attention of the Court towards the averments made in the counter affidavit exhaustively,
It is not in dispute that Plot No. D-11, area 1798 sq. meters was allotted to the petitioner M/s Plus Power Pvt. Ltd. at Mosuri Gulawathi Road, Industrial Area, Ghaziabad which was registered under the Companies Act, 1956. After the allotment of the plot in favour of the Plus Power Pvt. Ltd. a lease deed was executed in its favour. It is undisputed fact that the Registrar of the Companies pursuant to the resolution of the Board of Directors about the change of name of the Company from M/s Plus Power Pvt. Ltd to M/s Aeon Power Private Limited, has issued a fresh certificate of incorporation. It is pertinent to mention that the petitioners Company was allotted Corporate Identity No. U31104DL1996PTC083847 and the fresh certificate which has been issued by the Registrar of the Companies carries the same corporate identity number. It is stated that there is no change in the corporate identity number. This fact clearly goes to show that it was simple change in the name of the company. Hence we do not find any justified reason for execution of the fresh lease deed, in so far as submission of the learned counsel for the respondent that in terms of Clauses 13 and 13-A of the agreement a fresh lease is required. From a simple reading of the said clauses it is evident that if there is any change in the constitution of licensee, partnership firm or private limited company the agreement shall automatically revoked. in this case there is no change in the constitution of the company and it is a simple change in the name of the company as discussed above. The company's Corporate Identity No. U31104DL1996PTC083847 while issuing a fresh certificate by the Registrar of Companies is the same hence, Clauses 13 and 13-A of the agreement, in our opinion, will not be attracted in the present case.
In view of the above, we find that there is no need to get a fresh lease executed. Accordingly, the respondent shall not insist for execution of fresh lease.
As regards subletting of part land of the plot allotted to the petitioners is concerned, we are not expressing any opinion in this regard as learned counsel for the petitioners has not made any submission of the said issue. In case the change of name of the petitioners' company is accepted by the respondent, any subletting shall be subject to agreement or rules framed by the respondents.
With the aforesaid observations, the writ petition is disposed of.
Order Date :- 9.7.2019
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