Allahabad High Court: In a writ petition filed against the demand notice issued by the Manager (Industries), Greater Noida and the consequential proceedings initiated against the petitioner on the premise that there is a change in the shareholding of the allottee company and, as such, the petitioner is liable to pay change in the shareholding charges (‘CIS charges’) as per the policy of Greater Noida, the division bench of Sunita Agarwal and Vipin Chandra Dixit, JJ. held that no CIC charges can be demanded from the petitioner company, if there is merely a change in the name of the original allottee/leasee company and there is no change in the ownership or shareholding of the allottee company. Thus, the demand notice is illegal and contrary to the policy of the Greater NOIDA promulgated by the office order dated 13-7-2021.
In 2004, the name of the petitioner company was changed from “Bayer Industries pvt ltd” to “Bayer Material Science pvt ltd” following due process of law, the registration/incorporation was made under the Companies Act. The disputed plot has been allotted to Bayer Material Science Pvt ltd in the Udyog Kendra Industrial Area on lease for a period of 90 years, for manufacturing.
The petitioner submitted that in 2015, the ‘Bayer Group’ of which the petitioner was one of the group companies, announced a worldwide change of the name of the company from “Bayer Material Science Pvt Ltd” to “Covestro (India) Pvt ltd, the name of the company was accordingly changed w.e.f 26-08-2015.
The petitioner further submitted that its company pre and post name change is in the same business, manufacturing of same products and is essentially for the same corporate entity. The present case is not of the transfer of land by one entity to another entity, rather, it is a case of change of company as per the global mandate. Further, there is no change in the share holding pattern of the petitioner.
The Court after examining the tabulated chart showing comparison of the share holding pattern of the petitioner company prior to the name change and post name change, observed that there is no change in the pattern of shareholding of the company which was the original allottee with the name change i.e., the current company.
The Court noted that the respondent admitted that the change in the name of the company was duly recorded in the records of Greater NOIDA as per the terms and conditions of the lease deed.
The petitioner also submitted that, at the time of the name change of the company pursuant to the lease company’s letter dated 02-11-2015, no CIS charges were demanded from the petitioner for that reason only. For the first time, the demand notice dated 14-06-2021 has been issued illegally to demand a change in shareholding charges of the company.
The Court took note of Clause 3.4 of the transfer policy of Greater NOIDA, issued by the office order dated 13-7-2021, and said that no CIC charges can be demanded from the petitioner company, if there is merely a change in the name of the original allottee/leasee company and there is no change in the ownership or shareholding of the allottee company.
[Covestro (India) Pvt. Ltd v. State of U.P., 2023 SCC OnLine All 41, decided on 25-01-2023]
Advocates who appeared in this case :
For the Petitioner: Advocate Charu Mathur, Advocate Varad Nath;
For the Respondent: Advocate Anjali Upadhya.
*Apoorva Goel, Editorial Assistant has reported this brief.