MEMTEC LIMITED & ANOTHER Vs. LUNARMECH & ANOTHER

JUDGEMENT

(1.) I.A. 2238/99. 8511/98 and 8315/1999.

(2.) THESE applications have been filed by the plaintiff for change of the name of the plaintiff No. 1 from the present Memtec Limited to USF Filteration Ltd. and of plaintiff No. 2 from the present Manteec America Corporation to USF Filteration and Separation Group Inc. The application is support by an affidavit of Mr. Kevin F.O. Neill which has been duly notarised and authenticated by the Indian Embassy in Washington D.C. A Certificate from the Australian Securities Commission and Secretary of State, State of Delaware has also been filed in support of the change of names.

(3.) IT must be borne in mind that a Company is a distinct legal entity and should not be confused with its shareholders. This distinction appears to have been lost sight of by the Defendant. Shares of Companies are usually freely transferable. The Corporation legal entity does not mutate or transform itself or undergo a transfer, with each change in its shareholders. Even if the total shareholding of a Company is purchased by one person or a group of persons acting in concert, the legal consequence is not that the Company ceases to exist or undergoes a cataclysmic metamorphosis leading to its complete disappearance. There is a further distinction between change in share -holding and amalgamation. In the present case the latter has not occurred. The plaintiff at no stage extinguished its existence by a mere change in its name, nor does this follow even if a change occurs in ownership. Neither of the treatises relied on by the Learned Counsel for the Defendant are authorities for the proposition pressed by him. Even where amalgamation takes place, due care is taken to transfer the assets and debts of one company to the other so as to, inter alias, protect pending litigation. The objection is Therefore without merit.