U.P. STATE INDUSTRIAL DEVELOPMENT CORPORATION AND ANR.versusINGERSOLL RAND WADCO TOOLS LTD.

                          [2009] 8 S.C.R. 81

             U.P. STATE INDUSTRIAL DEVELOPMENT                      A
                    CORPORATION AND ANR.
                                  V.
             INGERSOLL RAND WADCO TOOLS LTD.
                 (Civil Appeal No. 2632 of 2005)
                                                                    B
                           APRIL 30, 2009
~
            [DR. ARIJIT PASAYAT AND ASOK KUMAR
                         GANGULY, JJ.]

         Building Laws: Transfer charges - Demand for - High        c
     Court held that demand had no basis - On facts, held:
     Approach of High Court in dealing with issue was not correct
     - Matter remitted to High Court for consideration afresh.

         The respondent No. 1 filed writ petition challenging       D
     orders of appellant-corporation and for writ of mandamus
     seeking direction to the Corporation to approve the
     building expansion plan submitted by respondent no. 1
     without insisting upon the payment of transfer charges.

         The High Court was of the view that there was merely       E
     change of name and there was no change in the
)•   corporate structure and therefore the demand as made
     had no legal basis.

          In appeal to this court, it was contended that the        F
     High Court proceeded on factually erroneous premises.
     In 1973, plot in question was alloted and lease deed was
     executed between Corporation and a private company.
     Thereafter that private company was changed to public
     limited company. Again in 1997, the said company was           G
     reconverted into a private limited company. The
     controversy was whether there was merely a change of
     name or there was structural change, bringing into
     existence different legal entities. According to the
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    82      SUPREME COURT REPORTS                   [2009] 8 S.C.R.


A appellant this aspect was lost sight of by the High Court
  who proceeded on the basis of alleged agreement
  between the appellant and the respondent no.1, when
  actually it was not so.

        Disposing of the appeal and remitting the matter to
B
    High Court, the Court

       HELD: Apparently the High Court confused the                     )-
  factual scenario and proceeded as if originally there was
  an agreement between the appellant and the respondent
c No.1. Further the High Court recorded a finding that
  pursuant to the lease deed the writ petitioner company
  paid transfer consideration and the possession of the site
  was handed over to it and remained as it is. This was not
  the factual scenario. The approach of the High Court in
D dealing with the issues raised before it was not correct.
  [Paras 8 and 9] (84-C-E]

       · CIVIL APPELLATE JURISDICTION : Civil Appeal No.
    2632 of 2005.
E       From the Judgment & Order dated 19.08.2003 of the High
    Court of Judicature at Allahabad in Civil Misc. Writ Petition No.
    26379 of 2000.
                                                                        •
      R.P. Bhatt, P.N. Gupta and Vaibhav Jain for the
F Appellants.
       Ajay Kr. Mishra, Vikram and Himanshu Munshi for the
    Respondents.

         The Judgment of the Court was delivered by
G
         DR. ARIJIT PASAYAT, J. 1. Heard learned counsel for
    the parties.
       2. In this appeal challenge is to the judgment of Division
  Bench of Allahabad High Court allowing the writ petition filed
H by respondent no.1. In the writ petition challenge was to the
         U.P. STATE INDUS. DEVE. CORPN. v. INGERSOLL                  83
         RAND WADCO TOOLS LTD. [DR. ARIJIT PASAYAT, J.]

         impugned orders dated 61112000, 151412000 and 161711999            A
         passed by the respondent No.2, Regional Manager, U.P. State
         Industrial Development Corporation, Ghaziabad (in short
         ·corporation'). There was further prayer for writ of mandamus
         directing the Corporation to approve the building expansion plan
         submitted by the writ petitioner without insisting upon the        B
         payment of transfer charges.

\             3. The High Court was of the view that there was merely
         change of name and there was no change in the corporate
         structure and therefore the demand as made has no legal
         basis. Learned counsel for the appellant submitted that the High   c
         Court has proceeded on factually erroneous premises. It
         proceeded on the basis as if there was any agreement
         between the Corporation and the present respondent No.1. It
         is pointed out that on 20.8.1973 a plot No.37-A was reserved
    \    and allotted to in the name of Sh. O.P.Wadhwa. A lease deed        D
         was executed on 22110/1974 between the Corporation as
         lessor and M/s. Wadco Tools Private Limited. One Kailash C.
         Wadhwa, Director of Private Limited Company signed the
         lease deed. Thereafter, 25% of the Paid up Share Capital of
         Wadco Tools Private Limited was allotted to Mis. Stern Wanner      E
         Corporation, U.S.A. and the Private Company Limited was
         converted in a Public Limited Company . i.e. Wadco Tools
         Limited.

              4. According to the appellant a closely held private
         company was changed to a public limited company. Thereafter,
                                                                            F
         on 10/7/1997 74% of share holding of Wadco Tools Limited
         was transferred to the present respondent. The name of Wadco
         Tools Ltd. was changed into Ingersoll Rand Wadco Tools Ltd.
         Ingersoll Rand Wadco Tools Ltd. again was reconverted to a
         private limited company on 101711997.                              G
    -I
              5. The controversy is whether there was merely a change
         of name or there was structural change, bringing into existence
         different legal entities.
             6. According to the appellant this aspect has been lost        H
    84      SUPREME COURT REPORTS                   [2009] 8 S.C.R.
                                                                        J...    ,_
A sight of by the High court who proceeded on the basis of
  alleged agreement between the present appellant and the writ
  petitioner, when actually it is not so.
        7. Learned counsel for the respondent on the other hand
  submitted that ultimately it was a mere change of name and
B the application for approval of a plan. That did not authorize the
  Corporation to levy any transfer charges. It appears that the
  Corporation was of the view that the lease with Wadco Tools
  Private Limited was no longer in existence and if the
  respondent No.1 wanted any change it was required to enter
c into fresh agreement with the Corporation.
       8. We find that apparently the High Court has confused the
  factual scenario and has proceeded as if originally there was
  an agreement between the appellant and the present
D respondent No.1.
                                                                        +
       9. Further the High Court has recorded a finding that as
  indicated in paragraph 7 of the writ petition, pursuant to the
  lease deed the writ petitioner company has paid transfer
  consideration and the possession of the site had been handed
E over to it and remained as it is. This is not the factual scenario.
  The approach of the High Court in dealing with the issues
  raised before it was not correct.
       10. Therefore, without indicating the opinion on the merits
  of the case we set aside the impugned order and remit the
F
  matter to the High Court for fresh consideration. Needless to
  say that parties shall be permitted to place relevant material in
  support of their respective stand.
       11. Since the matter is pending since long it would be
G appropriate if the writ petition is heard afresh and disposed of
  within a period of six months. We request the learned Chief           '" ..
  Justice of High Court to allot the matter to an appropriate Bench
  so that it can be disposed of within the time indicated above.

    D.G.                                      Appeal disposed of.
H