Calcutta High Court (Appellete Side)
Anr vs Maruti Suzuki India Ltd on 19 September, 2023
19.09.2023
Item No.16
Ct. No.5
CHC
(dismissed)
M.A.T.1346 of 2023
Kolkata Metropolitan Development Authority &
anr.
Vs.
Maruti Suzuki India Ltd.
Mr. Satyajit Talukdar,
Mr. Sirsanya Bandhopadhyay,
Ms. Piu Karmakar
...for the appellants/KMDA
Mr. Jaydip Kar, Ld. Sr. Advocate
Mr. Souradeep Banerjee,
Ms. Sanjana Sinha
...for the respondent
opposite party
The appeal is directed against the judgment
and order dated June 15, 2023 passed by learned
Single Judge in W.P.A.6764 of 2010.
By the impugned judgment and order,
learned Single Judge quashed the demand of the
appellants requiring the respondent to pay 10% of the
current land value for the purpose of recording
change of name.
Learned advocate appearing for the
appellants submits that, the decision of the
appellants to levy 10% of the current market value for
any change of name of the allottee subsequent to the
allotment was not challenged by the respondent in
the writ petition filed by it. Learned Single Judge also
did not return a finding that, such a decision of the
appellants was bad in law. Therefore, it was open to
the appellants to apply such a decision on the request
of the respondent for change of name, in the facts of
the present case.
Learned advocate appearing for the
appellants submits that, indisputably, the appellants
changed its name from Maruti Udyog Limited (MUL)
to Maruti Suzuki India Limited (MSIL). This was done
subsequent to the allotment. Therefore, on the
strength of the decision 155th Authority Meeting held
on March 26, 2008, the appellants were entitled to
levy 10% of the current market value for change of
name.
Referring to various portions of the
impugned judgment and order, learned advocate
appearing for the appellants submits that, the learned
Single Judge misconstrued and mis-applied the
decision of the appellants to levy 10% fee for change
of name. He submits that, since, the decision was not
held to be bad and in fact was never challenged by
the respondent, its applicability should also be
allowed.
Learned advocate appearing for the
appellants submits referring to various documents
that, the respondent took possession of the plot in
question and is in possession since December 18,
2008.
Learned Senior Advocate appearing for the
respondent submits that, MUL was the original
allottee. MUL changed its name to MSIL under the
provisions of Section 21 of the Companies Act, 1956.
Change of name therefore cannot attract the
provisions of the resolution adopted in the 139 th
Meeting of the respondent.
Learned Senior Advocate appearing for the
respondent refers to the resolution of the appellants
and submits that, such resolution is required to be
read and understood in the context of sub-leasing,
sub-letting, assignment or otherwise alienating a
portion of the land concerned. The authorities were
wrong in demanding 10% of the current market value
for the change of name.
From the materials made available in record,
it transpires that, appellants allotted land to MUL in
2004. By a letter dated May 16, 2005, MUL was
informed about the provisional allotment of land.
There is a writing dated August 24, 2005 with regard
to the allotment.
It is not in dispute that land was allotted in
the name of MUL. It is also not in dispute that, MUL
changed its name to MSIL under Section 21 of the
Companies Act, 1956 and a Fresh Certificate of
Incorporation consequent upon change of name was
issued by the Registrar of Companies on September
17, 2007.
MSIL applied for change of name with the
appellant consequent upon the change of its name
from MUL to MSIL. By writings dated July 21, 2009
and March 23, 2010, appellants demanded 10% of
the current market value from the MSIL for the
purpose of recording the change of name on the
strength of the resolution.
The bone of contention is a resolution of the
appellants taken in the 155 th Authority Meeting held
on March 26, 2008.
The resolution on the basis of which
appellants issued two demand notices to the
respondent and which such demands were challenged
by the respondent in the writ is as follows:-
"KOLKATA METROPOLITAN DEVELOPMENT
AUTHORITY PROSHASAN BHAVAN, DD-I, SECTOR-
I, SALT LAKE CITY, KOLKATA -700064.
155TH Authority Meeting
Agenda Item No.9.2
Sub: Change of name of the different allottees of
bulkland service charge thereof.
The issue of sub-leasing, sub-letting, assigning or
otherwise allenating a portion of the constructed area
on bulkland allotted by KMDA to different allottees
charging 10% at the current land value as service
charge was approved in the 15 th Executive Committee
meeting held on 2nd July, 2002 and subsequently
ratified by the 139th Authority meeting held on 30th
July, 2002. Depending on the spirit of the decision any
change in allotment by the allottee, be it lease,
alienation, assigning by any means etc. 10% service
charge is being levied by KMDA. Since the decision
this principle has been followed in all cases of change
of name. It is now proposed that to make the decision
crystal clear and put to rest any ambiguity regarding
its interpretation, a clarification to the above is
proposed. It may be specified that a fee of 10% of the
current land value will be charged for any change in
name by the allottee subsequent to allotment as this
amounts to alienation of the land. Similarly any
change made by the allottee through lease, sub-lease,
alienation, assignment will be permitted only on
reasonable ground and on payment of 10% on current
land value as service charge."
It is the contention of the appellants that any
change of name would attract the levy imposed by the
resolution. Such an interpretation would result in an
absurdity if the allottee is a natural person. If for any
reason the natural person allottee changes his name,
then, on the strength of the interpretation of the
appellants, such natural person is required to pay the
levy.
The levy of fee for change of name, as
resolved by the appellants, in our view, relates to
situations where there is a parting of interest, by the
allottee, in respect of the plot of the land allotted, be it
by way of sub-leasing, sub-letting, or assignement or
any other alienation. Simpliciter change of name
under Section 21 of the Companies Act, 1956 does
not attract the mischief of such a resolution.
In the facts of the present case, nothing is
placed before us to suggest that, there was any sub-
leasing or sub-letting or assignment or any alienation
of the plot concerned by MUL, the original allottee
when it changed its name to MSIL, in any manner
whatsoever. MUL changed its name to MSIL invoking
Section 21 of the Companies Act, 1956 as noted
above.
In such circumstances, we are of the view
that, the resolution as noted above, was not attracted
to the request made by the MSIL for recording the
change in its name in the records of the appellants.
The two demand letters of the appellants therefore
were misplaced. The learned Single Judge correctly
quashed both of them.
In view of the discussions above, we find no
merit in the appeal.
M.A.T. 1346 of 2023 is dismissed without
any order as to costs.
(Debangsu Basak, J.)
(Md. Shabbar Rashidi, J.)
