Consolidated Finvest & Holdings ... vs Govt. Of Nct Of Delhi & Ors.
2017 Latest Caselaw 5930 Del

$~65
*      IN THE HIGH COURT OF DELHI AT NEW DELHI
+      W.P.(C) 2190/2017
       CONSOLIDATED FINVEST & HOLDINGS
       LIMITED                                 ..... Petitioners
                   Through: Ms Suruchi Aggarwal and Mr
                             Bijendra Singh, Advocates.

                           versus

       GOVT. OF NCT OF DELHI & ORS.            ..... Respondents
                     Through: Mr Udit Gupta, Advocate.

       CORAM:
       HON'BLE MR. JUSTICE VIBHU BAKHRU
                    ORDER

       %            27.10.2017
VIBHU BAKHRU, J

1. The petitioner has filed the present petition, inter alia, praying as under:-

"(a) issue a writ in the nature of Mandamus or any other writ order or direction directing the Respondents to amend the revenue record pertaining to Khasra No.53/25(4-12), 72/5(4-16), 72/6(4-12) of Village Mehrauli, so as to incorporate the change of name of the Petitioner Company from Jindal Photo Limited to M/S. Consolidated Finvest & Holding Limited.

(b) issue a writ in the nature of Certiorari or any other writ order or direction directing the Respondents not to demand Stamp duty from the Petitioner for effecting change in the revenue record pertaining to Khasra No. 53/25(4-12), 72/5(4-16), 72/6(4-12) of Village Mehrauli so as to incorporate the change of name of the Petitioner Company from Jindal Photo Films Limited to Jindal Photo Limited and then from Jindal Photo Limited to Consolidated Finvest & Holding Limited."

2. The petitioner changed its name from Jindal Photo Limited to M/s Consolidated Finvest & Holding Limited and therefore, had applied to the concerned Tehsildar, respondent no.2, for recording the change of name with respect to the concerned property - Khasra No.53/25(4-12), 72/5(4-16), 72/6(4-12) of Village Mehrauli - in the revenue records. Respondent no.2 has rejected the petitioner's request by a communication dated 30.01.2017 and has further directed the petitioner to deposit the necessary stamp duty so that revenue records could be updated.

3. It is the petitioner's case that no stamp duty is payable as the property in question has not been transferred and continues to be the asset of the petitioner. The petitioner's name has changed and therefore, all that the petitioner desires is that the revenue records be updated to reflect the same.

4. The learned counsel appearing for the respondents has contested the petition; he submits that the case in question is not one of change in name but one of transfer of assets. He referred to the scheme of arrangement sanctioned by the High Court of Uttaranchal at Nainital under Section 394 of the Companies Act, 1956 by an order dated 01.11.2004 passed in the matter of Jindal Photo Ltd. and Consolidated Photo Products Ltd: Co.Pet. 6/2004 connected with Co.Appl.4/2004. He submitted that in terms of the said scheme the assets in question were transferred by Jindal Photo Ltd. to Consolidated Photo Products Ltd and thus, the petitioner was required to pay the necessary stamp duty. He pointed out the name of the Consolidated Photo Products Ltd. was thereafter changed to Jindal Photo Ltd. and therefore, the petitioner's claim that there was only change of name is incorrect.

5. A plain reading of the scheme (which is annexed with the petition) clearly indicates that the respondent no. 2 has not understood the import of the said scheme. A plain reading of the said scheme indicates that only the assets pertaining to the "demerged undertaking" were transferred from Jindal Photo Ltd. to M/s Consolidated Products Ltd. The demerged undertaking has been defined under the scheme as under:-

"(v) "Demerged Undertaking" shall mean the photographic business of the Transferor Company, ion a going concern basis, consisting of the following independent operative undertakings:  An undertaking know as Dadra Unit I set-up in financial year 1993-94 and engaged in the manufacturing of X-ray films, Cine Color Positive Films, Photographic Color. Paper, Color Roll Films, Graphic Arts Films, Black & White Photographic Paper and films etc, and trading of Art paper & coated board, coated inkjet Film & paper, Mini-labs, cameras and other allied photographic goods, situated at Sheetal Industrial Estate, Survey No. 260/23, Demani Road, Dadra, Dadra Nagar and Haveli (UT)-396191

 An undertaking know as Roll Film Unit II set-up in financial year 1997-98 and engaged in the manufacturing of Colour Roll Films, Photographic color paper and other allied photographic goods, situated at Sheetal Industrial Estate, Survey No. 260/23, Demani Road, Dadra, Dadra Nagar and Haveli (UT)-

396191  An undertaking know as PPD Unit set up in financial year 2001-2002 and engaged in the manufacturing of Photographic Color Paper, X-ray Films, Color Roll Films, and other allied photograpic goods, situated at Sheetal industrial Estate, Survey No. 260/23, Demani Road, Dadra, Dadra Nagar and Haveli (UT)- 396191

 An undertaking know as Photo Chemicals Unit set-up in the financial year 1997-98 engaged in the manufacturing of photographic chemicals, situated at Survey no. 178/2, Wadia Pada, Village- Sarigam (Bhilad), Distt- Valsad (Gujarat)-396155

and

All other business relating to Photographic goods and allled products presently being carried on at any of the above places and at various offices and branches of the Transferor Company. Including the business relating to trading of mini-labs, medical equipments, cameras, imaging films and products, art paper, inkjet ink etc.

and shall mean and include (without limitation):

(a) all properties and assets, movable and immovable, tangible and intangible, real and personal, corporeal and incorporeal, in possession or in reversion, present and future, contingent or of whatsoever nature, where-so- ever situated, as on the Appointed Date along with and land and buildings, plant and machinery, capital work in progress, vehicles, equipments, furniture and fittings, sundry debtors, Investments, inventories, cash and bank balances, bills of exchange deposits, loans and advances etc. pertaining to the Demerged Undertaking of the Transferor Company.

(b) all leases or parts thereof, tenancy rights and agency of the Transferor Company, pertaining to the Demerged Undertaking and all other interests or rights in or arising out of or relating to such properties together with all rights, powers, interests, charges, privileges, benefits, entitlements, industrial and other licences (and/or conditions attached thereto), registrations, quotas, trademarks, patents, copyrights, brand names, import quotas, liberties, easement, advantages pertaining to the Demerged Undertaking, telephones, telexes, facsimile, other communication facilities and equipment, electricity and other such connections, rights and benefits of all agreements and allotments held by or applied for by the Transferor Company after the Appointed Date and pertaining to the Demerged Undertaking and/or to which the Transferor Company is entitled to in respect of the said Demerged Undertaking of whatsoever kind, nature or description held, applied for or may be obtained thereafter or to which the Transferor Company is entitled to in respect of the Demerged Undertaking together with the benefit of all contracts and engagements and all books, papers, documents and records, related to the said Demerged Undertaking and all rights, obligations, benefits available under any rules, regulations, statutes including direct and indirect taxes and particularly sales tax benefits/exemptions, Income tax exemptions, electricity duty benefits, modvat benefits, import and export benefits and custom duty benefits.

(c) all investments, loans and advances, including accrued interest thereon, of the Transferor Company pertaining to the undertakings comprised in the Demerged Undertaking.

(d) all debts, liabilities, loans, deposits, obligations, provisions, present and future, contingent or whatsoever nature, relating to Demerged Undertaking of the Transferor Compnay.

(e) all permanent employees as on the Effective Date including the whole time or executive directors of the Transferor Compnay engaged in or in relation to and required in the opinion of the Transferor company's management for the Demerged Undertaking at the works, factories, branches and other offices etc.

(f) all earnest monies and/or security deposits, payment against warrants or other entitlements in connection with or relating to the Demerged Undertaking of the Transferor Company. "

6. It is relevant to state that in terms of Rule 84 of the Company Court Rules, 1959 an order sanctioning a scheme under Section 394 of the Companies Act, 1956 is required to be in Form No. 42. The said form provides that the immovable properties that are subject to the scheme of arrangement be set out in Schedule III. In terms of the said Rule, the immovable assets which have been hived of under the scheme of arrangement are specified out in Schedule III to the order issued by Uttarakhand High Court and do not include the property in question. Thus, the property in question (Khasra No.53/25(4-12), 72/5(4-16), 72/6(4-12) of Village Mehrauli) continues to remain the property of the petitioner and was not subject to any transfer under the scheme. It is thus, ex facie, apparent that the petitioner's request is merely for recording of change of name and this does not require the petitioner to pay any stamp duty.

7. The learned counsel for the respondents further submitted that no change in the name can be registered without a rectification deed. This contention is also wholly bereft of any merit. The Sale Deed in respect of the said property was executed in the name of Jindal Photo Films Ltd, which was the petitioner's name at the material time. The petitioner's name was, thereafter, changed to Jindal Photo Ltd. Recording of such change of name did not entail rectification of any Deed. The petitioner's name has now changed to Consolidated Finvest & Holding Limited and the revenue records are required to be updated to record the same.

8. In view of the above, the respondents are directed to carry out the change in the revenue records to indicate the correct name of the petitioner in respect of the property in question within a period of four weeks from today.

9. The petition is disposed of with the aforesaid directions.

VIBHU BAKHRU, J OCTOBER 27, 2017/MK