- (1.) M. Katju, J. This writ petition has been filed for a writ of certiorari for quashing the impugned orders dated 6-1- 2000, 15-4-2000 and 16-7-1999 Annexures 1, 2 and 3 to the writ petition passed by the respondent No. 2, Regional Manager, U. P. State Industrial Development Corporation, Ghaziabad (hereafter referred to as 'upsidc' ). The petitioner has also prayed for a mandamus directing the respondent corporation to approve the building expansion plan submitted by the petitioner without insisting upon the payment of transfer charges.
(2.) HEARD the learned Counsel for the parties. The petitioner is a company registered under the Indian Companies Act. It is aggrieved against a demand of Rs. 29,74,027/- by the respondent as transfer charges by the impugned order dated 6-1- 2000 which has been reaffirmed by the impugned order dated 15-4- 2000 consequent upon the petitioner company changing its name from M/s Wadco Tools Limited to M/s Intersoll Rand Wadco Tools Limited. The petitioner is also aggrieved against the inaction of the respondent in not approving its building expansion plan and demanding transfer charges. It is stated in paragraph 3 of the writ petition that pursuant to agreement between the petitioner and the respondent, the petitioner was given industrial site No. 37-A on lease for 90 years in the year 1974. True copy of the lease deed dated 22- 10- 1974 is Annexure 4 to the writ petition. Copy to the allotment of the site in favour of the Managing Director of the Company is Annexure 5 to the writ petition. The petitioner company decided to change its name from M/s Wadco Tools Ltd. to the present name of M/s. Intersoll Rand Wadco Tools Limited and sought registration of new name instead of the former, name under Section 23 of the Indian Companies Act. The Registrar of Companies duly issued a fresh certificate of incorporation of the new name in place of the old name in the register under Section 23 of the Act. True copy of the said certificate is Annexure 6 to the writ petition. The petitioner vide letter dated 10-9- 1997 informed the factum of change of name of the company to the respondent alongwith certificate of the Registrar of Companies. Copy of the said letter dated 10-9-1997 is Annexure 7 to the writ petition. It is stated in paragraph 6 of the writ petition that registration No. 17646 of the petitioner company remains the same despite the change of name as is evident from the certificate of the Registrar as well as from Section 23 of the Act which states: " (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 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 effect any rights or obligations of the company, or render defective and 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. " It is alleged in paragraph 7 of the writ petition that pursuant to the lease deed the petitioner company paid the entire transfer consideration, and the possession of the site has been handed over to it and will remain with it. The factum of change of the name was accepted by the sales tax authorities, central exercise authorities, factory authorities and the U. P. State Electricity Board vide Annexure 8 to the writ petition.
(3.) IN paragraph 9 of the writ petition it is alleged that the petitioner submitted a plan for expansion of the construction over the site in question as per existing requirement for approval. It may be mentioned that under the U. P. Urban Planning and Development Act, 1973 such approval is required. True copy of the letter seeking approval of the building expansion plan dated 24-6-1999 is Annexure 9 to the writ petition. However, the contesting respondent returned the expansion plan vide letter dated 16-7-1999. True copy of the said letter dated 16-7- 1999 is Annexure 3 to the writ petition. It is stated that this action of the respondent is wholly arbitrary and illegal and the respondent corporation has no authority to demand the transfer fee as a pre-condition to the sanction of the map. By the impugned order the respondents have demanded payment of transfer charges of Rs. 30 lacs from the petitioner on account of the change of name of the company and have made it a pre-condition for approval of the plan. Against that order the petitioner made applications vide Annexure 10 to the writ petition and then filed writ petition No. 8357 of 2000 challenging the demand of transfer charges as a pre-condition for sanction of the building expansion plan. That petition was disposed of with a direction that the petitioner may file a representation alongwith a certified copy of the order before the respondent No. 1 taking all the grounds which he has taken in the petition and the said respondent shall pass a speaking and reasoned order. Accordingly, the petitioner made a representation vide Annexure 13 but the same has been rejected. The respondent corporation has reaffirmed the demand for transfer charges on the basis of the guidelines of the corporation that if the controlling interest of the company has changed the same amounts to transfer and consequently transfer charges becomes leviable vide Annexure 14 to the writ petition.;