REPORTABLE

              IN THE SUPREME COURT OF  INDIA           CIVIL APPELLATE JURISDICTION   

CIVIL APPEAL NO. 2632  OF 2005

U.P. STATE INDUSTRIAL  DEVELOPMENT CORPN. AND ANR. ..  APPELLANTS

vs.

INGERSOLL RAND WADCO TOOLS LTD...  RESPONDENT

J U D  G M E N T

Dr. ARIJIT PASAYAT,J.

Heard learned counsel for the parties.

In  this  appeal  challenge  is  to  the  judgment of  Division  Bench of  

Allahabad High Court allowing the writ petition filed by respondent no.1.  In  

the  writ  petition  challenge  was  to  the  impugned  orders  dated  6/1/2000,  

15/4/2000 and 16/7/1999 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 payment of transfer charges.   

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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  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  was  executed  on  22/10/1974  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  M/s.  Stern  Wanner  Corporation,  U.S.A.  and  the  Private  

Company Limited was converted in a Public Limited Company , i.e.  Wadco  

Tools Limited.   

According  to  the  appellant  a  closely  held  private  company  was  

changed to a public limited company.  Thereafter, on 10/7/1997 74% of share  

holding of Wadco Tools Limited was

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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 10/7/1997.

The controversy is whether there was merely a change of name or  

there was  structural change, bringing into existence different legal entities.   

According to the appellant this aspect has been lost 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.

Learned counsel  for  the respondent  on the other hand submitted

that ultimately it was a mere change of name and 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 into fresh agreement with  the  

Corporation.   

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 respondent No.1.   

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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  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.   

Therefore, without indicating the opinion on the merits of the case  

we set aside the impugned order and remit the 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.

Since the matter is pending since long it would be 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.

                          ................ .J.               (Dr. ARIJIT PASAYAT)

     ...................J.                                         (ASOK KUMAR GANGULY) New Delhi, April 30, 2009.