Kerala High Court
Antony vs Tata Tea Ltd, A Public Limited Company on 3 July, 2025
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IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR. JUSTICE EASWARAN S.
THURSDAY, THE 3RD DAY OF JULY 2025 / 12TH ASHADHA, 1947
RSA NO. 1148 OF 2014
AGAINST THE JUDGMENT AND DECREE DATED 03.04.2012 IN
AS NO.122 OF 2011 OF II ADDITIONAL DISTRICT & SESSIONS
COURT,THODUPUZHA ARISING OUT OF THE ORDER/JUDGMENT DATED
30.09.2011 IN OS NO.77 OF 2002 OF MUNSIFF MAGISTRATE COURT,
DEVIKULAM
APPELLANT/APPELLANT IN AS 122/11 & DEFENDANT IN OS 77/02:
ANTONY
AGED 58 YEARS
D/O.DEVASAHAYAM, RESIDING AT BUILDING NO.MGP,
K/3220, ANTONIAR COLONY, MUNNAR P.O.,
K.D.H.VILLAGE., IDUKKI DISTRICT.
BY ADV SHRI.PRAVEEN K. JOY
RESPONDENT/RESPONDENT IN AS 122/11 & PLAINTIFF IN OS 77/02:
TATA TEA LTD, A PUBLIC LIMITED COMPANY
INCORPORATED IN INDIA WITH ITS REGISTERED OFFICE
ATBISHOP LEFROY ROAD CALCUTTA, HAVING ITS
REGIONALOFFICE AT MUNNAR, KDH VILLAGE, REP. BY
POWER OFATTORNEY HOLDER, OF THE COMPANY AT
MUNNAR, KDH VILLAGE, DEVIKULAM TALUK.
BY ADVS.
SRI.V.ABRAHAM MARKOS
SHRI.ABRAHAM JOSEPH MARKOS
SRI.ISAAC THOMAS
SRI.P.G.CHANDAPILLAI ABRAHAM
RSA Nos.1148/14
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SHRI.ALEXANDER JOSEPH MARKOS
SHRI.SHARAD JOSEPH KODANTHARA
SMT.ZAINAB ZEBAIBRAHIM P.M.
JOHN VITHAYATHIL
THIS REGULAR SECOND APPEAL HAVING COME UP FOR ADMISSION ON
03.07.2025, THE COURT ON THE SAME DAY DELIVERED THE
FOLLOWING:
RSA Nos.1148/14
3
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EASWARAN S., J.
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R.S.A No.1148 of 2014
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Dated this the 3rd day of July, 2025
JUDGMENT
The appeal arises from the concurrent findings of the Munsiff
Court, Devikulam, in O.S.No.77/2002, as confirmed by the II
Additional District Court, Thodupuzha, in A.S.No.122/2011.
2. The appellant is the defendant in a suit for declaration of
title, recovery of possession of the plaint schedule building and for
damages and allied reliefs. The plaintiff is a public limited company
incorporated in India with its registered office at 1, Bishop Lefroy
Road, Calcutta and with its regional office at Munnar, K.D.H. Village.
The defendant entered into a license agreement with the plaintiff on
24.01.1986. As per the terms and conditions of the license
agreement, the defendant ought to renew the license every year. It
is alleged that in May, 2000, there was a default in the license fee and
therefore, the plaintiff demanded the arrears through letters and
finally through lawyer's notice dated 18.09.2000. Thus when the
defendant refused to pay the arrears, the suit was instituted.
3. The defendant entered appearance and contested the suit
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contending that the plaintiff - company is not in existence. The assets
of the plaintiff - company were already handed over to the successor
company M/s Tata Global Beverage Holdings Pvt. Ltd. and that the
plaint schedule building was originally leased out to the father of the
defendant by the Kannan Devan Hills Produce Company. Therefore, it
was contended that the suit was not maintainable. On behalf of the
plaintiff, Exts.A1 to A6 were marked and PW1 was examined. On
behalf of defendant, Exts.B1 and B2 were marked. Defendant did not
adduce any oral evidence.
4. The Trial Court, on appreciation of the oral and
documentary evidence, found that admittedly there was a default of
the payment of the license fee. There was no further renewal of the
license agreement and therefore, it was found that the plaintiff was
entitled for a decree as prayed for and accordingly, decreed the suit.
On appeal against the judgment and decree in O.S.No.77/2002, the II
Additional District Court, Thodupuzha, confirmed the findings by
dismissing the appeal. Before the First Appellate Court, it was
contended by the defendant that going by Section 4 of the Munnar
Special Tribunal Act, 2010, the suit was not maintainable. The
aforesaid contention was rejected and the appeal was dismissed.
Hence, the present appeal.
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5. Heard, Sri.Praveen K.Joy - learned counsel appearing for
the appellant and Sri.John Vithayathil - learned counsel appearing for
the respondent.
6. The learned counsel for the appellant - Sri.Praveen K.Joy,
submitted that during the pendency of the suit, the name of the
plaintiff - Company was changed to Tata Global Beverages Ltd. and
later, during the pendency of this appeal, the name was again
changed. Thus the decree obtained by the original plaintiff is in the
name of a non-existent company. In support of his contention, he
relied on the decision of a learned Single Bench of the Calcutta High
Court in Malhati Tea Syndicate Limited v. Revenue Officer, Jalpaiguri
and Ors.[AIR 1973 Calcutta 78] and the decision of the Hon'ble
Supreme Court in Pr. Commissioner of Income Tax, New Delhi v.
Maruti Suzuki India Limited [Civil Appeal No.5409/2019]. It is further
contended that going by the provisions of the Munnar Special Tribunal
Act, 2010, the suit was not maintainable before the civil court.
7. Per contra, Sri.John Vithayil - learned counsel for the
respondent, pointed out that the name of the company was changed
in terms of the provisions contained under Section 23 of the erstwhile
Companies Act, 1956 and corresponding to Section 13 of the
Companies Act, 2013. It is the case of the respondent/plaintiff that
the change of name and its registration shall not affect any legal
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proceedings by or against the company. As regards the contention
that the civil court lacks jurisdiction to entertain the suit, it is pointed
out that the present dispute will not fall within the scope of the
Munnar Special Tribunal Act, 2010. Hence, it is submitted that no
substantial question of law arises for consideration in the appeal.
8. I have considered the rival submissions raised across the
Bar and have perused the judgments rendered by the courts below.
9. Section 23 of the Companies Act, 1956 read as under:
23. REGISTRATION OF CHANGE OF NAME AND EFFECT THEREOF
(1) Where a company changes its name in pursuance of section 21
or 22, the Registrar shall enter the new name on the register in the
place of the former name, and shall issue a fresh certificate of
incorporation with the necessary alterations embodied therein ; and
the change of name shall be complete and effective only on the
issue of such a certificate.
(2) The Registrar shall also make the necessary alteration in the
memorandum of association of the company.
(3) The change of name shall not affect any rights or obligations of
the company, or render defective any legal proceedings by or
against it ; and any legal proceedings which might have been
continued or commenced by or against the company by its former
name may be continued by or against the company by its new
name.
Corresponding provision under the Companies Act, 2013, is Section
13, which reads as under:
13. Alteration of memorandum.--(1) Save as provided in section
61, a company may, by a special resolution and after complying
with the procedure specified in this section, alter the provisions of
its memorandum.
(2) Any change in the name of a company shall be subject to the
provisions of sub-sections (2) and (3) of section 4 and shall not
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have effect except with the approval of the Central Government in
writing:
Provided that no such approval shall be necessary where the only
change in the name of the company is the deletion therefrom, or
addition thereto, of the word "Private", consequent on the
conversion of any one class of companies to another class in
accordance with the provisions of this Act.
(3) When any change in the name of a company is made under
sub-section (2), the Registrar shall enter the new name in the
register of companies in place of the old name and issue a fresh
certificate of incorporation with the new name and the change in
the name shall be complete and effective only on the issue of such
a certificate.
(4) The alteration of the memorandum relating to the place of the
registered office from one State to another shall not have any
effect unless it is approved by the Central Government on an
application in such form and manner as may be prescribed.
(5) The Central Government shall dispose of the application under
sub-section (4) within a period of sixty days and before passing its
order may satisfy itself that the alteration has the consent of the
creditors, debenture-holders and other persons concerned with the
company or that the sufficient provision has been made by the
company either for the due discharge of all its debts and
obligations or that adequate security has been provided for such
discharge.
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(6) Save as provided in section 64, a company shall, in relation to
any alteration of its memorandum, file with the Registrar--
(a) the special resolution passed by the company under sub-section
(1);
(b) the approval of the Central Government under sub-section (2),
if the alteration involves any change in the name of the company.
(7) Where an alteration of the memorandum results in the transfer
of the registered office of a company from one State to another, a
certified copy of the order of the Central Government approving the
alteration shall be filed by the company with the Registrar of each
of the States within such time and in such manner as may be
prescribed, who shall register the same, and the Registrar of the
State where the registered office is being shifted to, shall issue a
fresh certificate of incorporation indicating the alteration.
(8) A company, which has raised money from public through
prospectus and still has any unutilised amount out of the money so
raised, shall not change its objects for which it raised the money
through prospectus unless a special resolution is passed by the
company and--
(i) the details, as may be prescribed, in respect of such resolution
shall also be published in the newspapers (one in English and one
in vernacular language) which is in circulation at the place where
the registered office of the company is situated and shall also be
placed on the website of the company, if any, indicating therein the
justification for such change;
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(ii) the dissenting shareholders shall be given an opportunity to exit
by the promoters and shareholders having control in accordance
with regulations to be specified by the Securities and Exchange
Board.
(9) The Registrar shall register any alteration of the memorandum
with respect to the objects of the company and certify the
registration within a period of thirty days from the date of filing of
the special resolution in accordance with clause (a) of sub-section
(6) of this section.
(10) No alteration made under this section shall have any effect
until it has been registered in accordance with the provisions of this
section.
(11) Any alteration of the memorandum, in the case of a company
limited by guarantee and not having a share capital, purporting to
give any person a right to participate in the divisible profits of the
company otherwise than as a member, shall be void.
10. A reading of the aforementioned provision shows that
when a change in the name of a company takes place and the same
gets registered in the register of the companies, there is no
substantial change in the constitution of the entity. Sub-section 3 to
Section 23 specifically provides that the change of name shall not
affect any rights and obligations of the company or render defective
any legal proceedings by or against it. The same is the position as
regards the Companies Act, 2013. Therefore, this Court finds no merit
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in the contention of the learned counsel for the appellant that the
decree obtained is in the name of a non-existent company. The decree
passed in favour of the erstwhile company, whose name was the
subsequently changed will enure to the benefit of the company
inasmuch as there is no change in the constitution and that the name
of the entity alone is changed.
11. Insofar as the decision reported in Malhati Tea Syndicate
Limited (supra) is concerned, this Court finds that the decision
rendered by the Calcutta High Court was on an entirely different
context altogether. A company's name was struck off from the register
of the companies and therefore, the Single Bench of the Calcutta High
Court held that the proceedings in the name of a non-existent
company cannot be continued. This Court fails to comprehend as to
how the principles laid down by the Single Bench of the Calcutta High
Court can be made applicable to the facts of the present case.
12. Coming to the decision of the Hon'ble Supreme Court in Pr.
Commissioner of Income Tax, New Delhi (supra), a reading of the
decision shows that a notice under the Income Tax Act for the
assessment year 2012-13 was issued against an erstwhile entity which
got amalgamated with Maruti Suzuki India Ltd. Therefore, the
Supreme Court held that after amalgamation the earlier company
cease to exist and notice issued in name of an earlier company cannot
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be sustained. However, the facts presented before this Court would
show that there is no change in the constitution of the company. What
is changed, is the name of the existing company to M/s Tata Global
Beverages Ltd. and subsequently, Tata Consumer Products. Ltd.
Inasmuch as there is no change in the constitution of the entity and
the entity as such remains, this Court is of the considered view that
the appellant has not made out a case for interference. Admittedly,
the appellant is continuing in the property without executing any
license agreement subsequent to the expiry.
13. Now coming back to the contention regarding the lack of
jurisdiction of the civil court on coming into the force of the Munnar
Special Tribunal Act, 2010, this Court finds that the constitution of the
Special Tribunal was in fact for adjudicating the dispute regarding the
ownership, possession, use or any rights whatsoever over the
concerning land in Munnar area as well as the constructions. Going by
the provisions of Section 2(d) of the Munnar Special Tribunal Act, the
dispute raised in the present case will not fall within the term of
dispute as contemplated in the said Act.
14. Still further, in judgment dated 03.02.2011 in W.P.
(C)No.3487/2011, the State of Kerala had made it clear before this
Court that the constitution of the Munnar Special Tribunal is only for
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the purpose of adjudicating the dispute regarding the ownership of the
Government property in the Munnar area. That be so, this Court is of
the considered view that the there is no merit in the contention raised
on behalf of the appellant that the civil court lacks jurisdiction.
15. At any rate, it is to be noted that the Government of
Kerala subsequently abolished the Munnar Special Tribunal.
Therefore, as on today, even if this Court is to assume that the civil
court did lack jurisdiction to entertain the suit of the present nature,
so long as the Munnar Special Tribunal does not exist, the contention
becomes untenable.
Read in the above perspective, this Court cannot find any
illegality or infirmity in the judgments rendered by the courts below.
Resultantly, finding that no substantial question of law arises for
consideration in this appeal, the appeal fails and the same is
dismissed.
Sd/-
EASWARAN S.
JUDGE
ACR
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RESPONDENT ANNEXURES
Annexure R1(a) True copy of the online case status of
E.P. 2/2013 as available on the Ecourts
website
Annexure R1(b) True copy of the daily status of the
proceedings on 18.02.2013 in E.P. 2/2013
as available on the Ecourts website
