G.P. Shivaprakash, J.
1. . (hereinafter referred to as 'the transferor-company') was a company carrying on the business of manufacturing and selling of printing and allied machinery. Under an agreement dt. 16th Feb., 1995, the said company agreed to buy property bearing No. 18A, First Main Road, Industrial Town, Rajajinagar, Bangalore. A copy of the said agreement is marked as Annex.'A'. Thereafter, it appears the said company and the vendors filed Form No. 37-I with the first respondent on 28th Feb., 1995, in terms of s. 269UC in Chapter XX-C of the IT Act, 1961, seeking a certificate, in terms of s. 269UL(1) of the said Act from the Appropriate Authority, that it has no objection to the transfer of the said property for an amount equal to the apparent consideration therefor as stated in the agreement.
The apparent consideration shown in the agreement is Rs. 39 lakhs. It is stated in the petition that a sum of Rs. 7,80,000 was paid as advance to the vendors leaving a balance of Rs. 31,20,000 to be paid at the time of execution and registration of the sale deed. Under the terms of the agreement, the sale was required to be completed on or before 31st July, 1995.
2. The first respondent issued the certificate sought by the transferor-company and the vendors, for transfer of the property in terms of the agreement dt. 16th Feb., 1995. The said certificate issued by the first respondent is dt. 18th May, 1995, a copy of which is marked as Annex.'B'.
3. It appears on 14th Dec., 1994, a Company Petition No. 513 of 1994 had been filed by another company called . (hereinafter referred to as 'transferee-company') proposing a scheme of amalgamation of the transferor-company with it. According to the scheme, the transferor-company was to merge with the transferee-company. A similar petition numbered as Company Petition No. 521 of 1994 had been filed by the transferor-company. These petitions were allowed by the High Court of Judicature at Bombay by order dt. 30th March, 1995. In terms of the scheme of amalgamation, the transferor-company merged with the transferee-company and all contracts, deeds, bonds, arrangements and other instruments to which the transferor-company was a party would enure to the benefit of the transferee-company. A copy of the scheme of amalgamation is produced and marked as Annex. 'B-1'.
Subsequently, the transferee-company addressed a letter dt. 27th July, 1995, regarding amalgamation between the two companies and filed a certified copy of the order passed by the High Court and requested the first respondent to substitute the name of the transferee-company in the place of the transferor-company in the certificate dt. 18th May, 1995, issued under s. 269UL(1) of the IT Act by the first respondent.
4. From the averments in the petition, it seems that on 31st July, 1995, the authorised representative of the transferee-company accompanied by the vendors presented the sale deed engrossed on stamp paper of the value of Rs. 4,87,500 for registration before the second respondent. The second respondent having noticed that the certificate issued by the first respondent was in favour of the transferor-company declined to register the document unless the certificate issued by the first respondent is corrected indicating the name of the transferee-company. The first respondent by letter dt. 22nd Aug., 1995, copy of which is marked as Annex.'D', informed the petitioner that the certificate already issued in favour of the transferor-company cannot be corrected and if at all a certificate in the name of the transferee-company is required, a fresh application ought to be made for the same.
5. In this writ petition, directions are sought to the first respondent to amend the certificate dt. 18th May, 1995, by substituting therein the name '.' in place of '.', as purchaser; and to the second respondent to register the sale deed dt. 31st July, 1995, executed by the vendors relating to property bearing No. 18A, First Main Road, Industrial Town, Rajajinagar, Bangalore.
6. The relevant parts of the scheme of amalgamation sanctioned by the High Court of Bombay read thus :
'..... w.e.f. the 1st day of April, 1994 (hereinafter called the 'appointed date'), the entire business and undertakings of the transferor-company, including all its investments, reserves, properties, movables, immovables and assets of whatsoever nature including leases, tenancy rights, licences, permits, quota rights, trademarks, trade names, patents, goodwill, cash balances and agreements and all their other interests, right title, licences and powers and authorities, of every kind, nature and description whatsoever (all which are hereinafter collectively referred to as 'the undertaking') shall without any further act or deed, be and the same stand transferred to and vested in the transferee-company pursuant to ss. 391 and 394 of the Companies Act, 1956 (hereinafter called 'the Act'), so as to become the property of the transferee-company from that date and this Court doth further order that with effect from the appointed day, all debts, liabilities, duties and obligations of the transferor-company without any further act or deed shall be transferred to the transferee-company as stated in the scheme of amalgamation and accordingly the same shall pursuant to s. 394(2) of the Companies Act, 1956, be transferred to and become the debts, liabilities, duties and obligations of the transferee-company and this Court doth further order that all legal and other proceedings by or against the transferor-company pending on the effective date as provided in cl. 5 of the scheme in the schedule hereto and relating to the said undertaking of the transferor-company shall be continued and be enforced by or against the transferee-company.'
7. Sri H. L. Duttu, learned counsel appearing for the first respondent, submitted that there is no provision in the IT Act empowering the first respondent to amend the certificate already issued. He submitted that s. 269UJ of the IT Act provides for rectification of mistakes, only to rectify any mistake apparent from the record either of its motion or on the mistake being brought to its notice by any person affected by the order. He submitted that in the instant case it cannot be said that any mistake has been committed by the Appropriate Authority and, therefore, in the circumstances the first respondent is not in a position to either correct or amend the certificate already issued in favour of the transferor-company. He submitted if the Appropriate Authority were to accede to the request of the petitioner and substitute the name of the transferee-company in the certificate, it would virtually mean issuing of a certificate in favour of a person which is not a party to the agreement to sell dt. 16th Feb., 1995.
8. Mr. Naganand, learned counsel appearing for the petitioner, pointed out that in terms of the scheme of amalgamation approved by the High Court of Judicature at Bombay, the appointed date for amalgamation was 1st April, 1994. It would take effect finally on the date the certified copies of the order of the High Court of Judicature at Bombay are filed with the Registrar of Companies, Maharashtra. It appears the certified copy of the amalgamation order was received by the transferee-company on 19th May, 1995, and the same was filed with the Registrar of Companies on 29th May, 1995. Consequently, the scheme has come into effect from 1st April, 1994. He submitted that in view of the amalgamation the entire business and undertakings of the transferor-company including all its investments, reserves, properties, movables, immovables and assets of whatsoever nature, including leases, tenancy rights, licences, permits, etc., would enure to the benefit of the transferee-company and, therefore, as on today the transferee-company is the alter ego of the transferor-company in all respects. He, therefore, submitted that the certificate dt. 18th May, 1995, already issued by the first respondent in favour of the transferor-company would enure to the benefit of the transferee-company. This submission of learned counsel is well founded and has to be accepted taking into consideration the entire scheme of amalgamation. For all purposes as on today, the transferee-company is the substitute for the transferor-company and, consequently, the certificate issued by the first respondent in the name of the transferor-company enures to the benefit of the transferee-company and the second respondent has to accept the same and act upon it for purposes of registration of the sale deed dt. 31st July, 1995, executed by the vendors in favour of '. (now amalgamated into and known as '. ') relating to the property bearing No. 18A (Corporation No. 18/A/21/1), First Main Road, Industrial Town, Rajajinagar, Bangalore. Accordingly, a direction is issued to the second respondent to register the said sale deed, on the basis of the certificate dt. 18th May, 1995, already issued by the first respondent in favour of ., if it is otherwise valid in all other respects.
9. In the view I have taken it is unnecessary to consider whether in the circumstances of the case the first respondent has the power under s. 269UJ of the IT Act to amend the said certificate by substituting the name of ., in the place of .
10. Petition allowed.