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Solvex Oils and Fertilizers Vs. Bhandari Cros-fields (P.) Ltd. - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtPunjab and Haryana High Court
Decided On
Case NumberCivil Revision No. 772 of 1977
Judge
Reported in[1978]48CompCas260(P& H)
ActsCompanies Act, 1956 - Sections 21, 23 and 43A
AppellantSolvex Oils and Fertilizers
RespondentBhandari Cros-fields (P.) Ltd.
Appellant Advocate Vinod Jain, Adv.
Respondent Advocate H.L. Sarin,; M.L. Sarin and;S. K. Goveri
DispositionPetition dismissed
Excerpt:
- haryana urban(control of rent and eviction)act,1973[har.act no.11/1973] -- section 4(2)(b): [m.m. kumar, hemant gupta, ajay & kumar mittal, jj] determination of fair rent held, the fair rent of building under the section is to be determined on the basis of rent agreed between landlord and tenant preceding the date of application. in the absence of rent agreed between parties the basic rent is required to be determined on the basis of rent prevailing in locality for a similar building or rented land on the date of application. if on the date of filing of the application under section 4 of the act for determination of fair rent, the agreed rent was still in vogue thus, it has to be regarded as the basic rent and the same would be constituted as the basis for determining fair rent. ..........the business of the company exceeded rupees one crore and it was, therefore, converted into a public company by operation of law. to meet this situation, the plaintiff moved an application under order 6, rule 17 of the code, to make the following amendments in the plaint i (a) in the light of the plaint, the word ' pvt.' occurring in the name of the plaintiff company be kindly allowed to be deleted. in place of the words, ' no. 27, mahatma gandhi road, indore ', the following words be kindly allowed to be added : ' mangliagaon, district gurgaon.' (b) in para. no. 1 of the plaint, the following change may kindly be allowed to be made, i.e., at the end of the said para., the following be allowed to be added : ' the said certificate relates to the plaintiff company before it was.....
Judgment:

S.P. Goyal, J.

1. The suit giving rise to this petition under Section 115 of the Code of Civil Procedure (hereinafter called the Code) was filed by Bhandari Cros-fields Pvt. Ltd. through Chandan Singh Bhandari, its secretary, against the petitioner for recovery of Rs. 2,24,100. Duiing the pendency of the suit, the business of the company exceeded rupees one crore and it was, therefore, converted into a public company by operation of law. To meet this situation, the plaintiff moved an application under Order 6, Rule 17 of the Code, to make the following amendments in the plaint I

(A) In the light of the plaint, the word ' Pvt.' occurring in the name of the plaintiff company be kindly allowed to be deleted. In place of the words, ' No. 27, Mahatma Gandhi Road, Indore ', the following words be kindly allowed to be added : ' Mangliagaon, District Gurgaon.'

(B) In para. No. 1 of the plaint, the following change may kindly be allowed to be made, i.e., at the end of the said para., the following be allowed to be added :

' The said certificate relates to the plaintiff company before it was converted into a public limited concern. After that plaintiff company became a public limited concern during the pendency of this suit, necessary change in this respect was made by the Registrar of Companies in his relevant records. The aforesaid officer had also made the necessary change under his own signature in the original certificate of incorporation dated October 8, 1963. The necessary change has been made by him on June 3, 1975, under his signatures. A photostat copy of the duly corrected certificate of incorporation is attached herewith.'

(C) In the certification of the plaint, the word 'Pvt.' be kindly allowed to be deleted.

2. The application was opposed by the defendant-petitioner on a number of grounds but the same was allowed by the learned senior Sub-Judge, Karnal, vide order dated April 5, 1977. Aggrieved by that order, the defendant has come up in this revision.

3. The only ground urged by the learned counsel for the petitioner before me was that the authority of Chandan Singh Bhandari, Secretary of the private company, and of the counsel had come to an end the moment the company became a public limited company and the application for amend-ment, therefore, has not been filed by a competent person entitled to act on behalf of the company. The contention of the learned counsel, however, is devoid of any merit. Sub-section (3) of Section 43A of the Companies Act provides that the provisions of Section 23(3) shall apply to a change of name under Sub-section (2) as it applies to change of name under Section 21. Further, Sub-section (3) of Section 23 provides that a change of name under Section 21 does not affect the rights and 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. A combined reading of the provisions of Sections 43A, 21 and 23 leaves no manner of doubt that when a company is converted into a public company, apart from the change in its name, the constitution and the entity of the company is not affected in any other manner and the legal proceedings instituted by its former name can be continued by its new name.

4. Consequently, this petition has no merit and is accordingly dismissed but without any order as to costs.


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