MAGNA GRAPHICS LTD Vs. PRAKASH SABDE

JUDGEMENT

(1.) HEARD the learned Advocates for the parties. Perused the records.

(2.) THE grievance of the petitioner relates to the willful disobedience of the order of this Court dated 1st November, 2001 in Writ Petition No. 2592 of 2001 by the respondent No. 1, in as much as, that while disposing of the appeal under section 247 of the Maharashtra Land Revenue Code, 1966, on 25th February, 2002 in Appeal/desk/lna/131/2001, the respondent No. 1 decided the matter contrary to the judicial pronouncement in the said writ petition to the effect that the change of name of the petitioner company was not an voluntary act but purely by virtue of operation of law under the provisions of section 43-A (l-A) of the Companies Act, 1956.

(3.) THE facts relevant for the decision in the matter are that, on 7th June, 1972, the Collector of Mumbai Suburban District granted a lease of land bearing Plot No. 101, C and D admeasuring about 923 sq. meters in area in favour of one Acme Rayon Doubling Mills Pvt. Ltd. The constitution and the name of Acme Rayon Doubling Mills Pvt. Ltd. were change to Lana Printer pvt. Ltd. on 19th November, 1982, and since the change of name and structure of the Acme Rayon Doubling Mills Pvt. Ltd was an voluntary act on the part of the company, M/s. Lana Printer Pvt. Ltd. had to pay 75% of the unearned profit to the Collector on 10th September, 1987. On 12th April, 1994, m/s. Lana Printers Pvt. Ltd. changed its name to Magna Graphics Pvt, Ltd. and accordingly intimated the same to the Collector for the purpose of carrying out required changes in their records in relation to the said company. By letter dated 25th May, 1995, while consenting for the change and without making any demand for 75% for the unearned profit subjected to the company to the certain terms and conditions to the followed by Magna Graphics (India) Pvt. Ltd. By letter dated 14th November, 1998, since the average annual turn over of the petitioner company during the financial years 1995-96, 1996-97 and 1997-98 had exceeded a sum of Rs. 10 crores, bearing in mind the provisions of section 43-A (l-A) of the Companies Act, 1956, the petitioner company intimated to the Registrar of companies and requested for deletion of word "private" from the name of company M/s. Magna Graphics (India) Pvt. Ltd. Since 1st July, 1998, the petitioner deleted the word "private" from its name and commenced referring to itself as Magna Graphics India Limited. The petitioner informed the same to the Collector under its letter dated 23rd february, 1999 and further requested to carry out the necessary changes in its records in relation to the petitioner company. After verifying the Memorandum and Articles of Association of the petitioner company, the Collector by its letter dated 17th March, 2001 informed the petitioner company that there was a change in the constitution of the petitioner, and therefore, the petitioner was liable to pay 50% of unearned profit amounting to Rs. 19,30,988. 50ps. By letters dated 28th March, 2001 as well as 17th August, 2001, the petitioner clarified to the Collector and further requested him to carry out changes in the records in terms of the change in the name of the petitioner company without demanding 50% of the unearned profit on the ground that the change was on account of operation of law, and therefore, the petitioner was not liable to pay any percentage of unearned profit. The respondent, however, through Tahsildar of Borivali issued a notice dated 20th september, 2001 demanding the said amount from the petitioner while threatening to take coercive action in case of failure to pay the same. The petitioner, therefore, preferred an Appeal bearing no. LNA/131 of 2001 on 3rd October, 2001 against the order dated 17th March, 2001 as well as the notice dated 20th September, 2001 before the respondent No. 1. Pending the hearing and final disposal of the said appeal, the petitioner also filed stay application on 9th October, 2001, and being aggrieved by the order of rejection of the stay application, the petitioner preferred the Writ Petition No. 2592 of 2001 before this Court on 22nd October, 2001. The said writ petition came up for hearing on 25th October, 2001, and at the request of the respondents, the matter was adjourned to 1st November, 2001, and after hearing the parties, the learned single Judge of this Court disposed of the said petition by his order dated 1 st november, 2001, while holding that: "in my considered view, the change in name of the petitioner was not by any voluntary act on behalf of the petitioner but was purely by virtue of operation of law under the provisions of section 43-A (l-A) of Companies Act. It is also not iris dispute that the petitioner has not committed any breach of conditions or ground because change of name was not at his instance but merely due to operation of law. " thereafter, the appeal before the respondent No. 1 came up for final disposal and the copy of the order in the said writ petition passed on 1st November, 2001 was placed before the respondent No. 1 in the course of hearing on 8th january, 2002. By the order dated 25 February, 2002 respondent No. 1 rejected the appeal on the ground that the petitioner did not take prior permission from the Collector before the change in its name as per the conditions mentioned in the original lease which was still binding upon the petitioner company, and therefore, held that the demand of unearned profit by the Collector was perfectly justified. While challenging the said decision of the respondent No. 1, in the said appeal, the petitioner has filed the present contempt petition.