IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT : THE HONOURABLE MR. JUSTICE S.SIRI JAGAN WEDNESDAY, THE 7TH DECEMBER 2011 / 16TH AGRAHAYANA 1933 WP(C).No. 31286 of 2011(I) -------------------------------- PETITIONER(S) : --------------------- M/S.AYYAPPA ROLLER FLOUR MILLS LIMITED, SOUTH KALAMASSERY IN THRIKKAKKARA NORTH VILLAGE, REPRESENTED BY IT'S DIRECTOR, MR.SANJAY GUPTA. BY ADVS. SRI.PREMJIT NAGENDRAN SMT.K.B. SUBHAGAMANI RESPONDENT(S) : ------------------------ 1. THE TAHSILDAR (R.R), KANAYANNUR TALUK, ERNAKULAM, KOCHI - 682 011. 2. THE DISTRICT COLLECTOR, CIVIL STATION, KAKKANAD, ERNAKULAM, KOCHI - 682 021. R1 & R2 BY ADV. SRI.S JAMAL, GOVT. PLEADER THIS WRIT PETITION (CIVIL) HAVING COME UP FOR ADMISSION ON 07/12/2011, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING: AMV WPC NO.31286 OF 2011 (I) APPENDIX PETITIONER(S) EXHIBITS : EXT.P-1 COPY OF THE LETTER NO.CHN/5322/11/LEGAL/259 DATED 03.06.2011 ISSUED BY THE KERALA STATE INDUSTRIAL DEVELOPMENT CORPORATION LIMITED. EXT.P-2 COPY OF THE LETTER NO.DTE/44/03/RR/KFC 14.03.2011 ISSUED BY THE KERALA FINANCIAL CORPORATION LTD. EXT.P-3 COPY OF THE LETTER NO.23030451/10-11 DATED 14.01.2011 ISSUED BY THE ASST.COMMISSIONER - IV, SPECIAL CIRCLE, ERNAKULAM. EXT.P-4 COPY OF THE LETTER SUBMITTED BY THE PETITIONER BEFORE THE TAHSILDAR (RR), ERNAKULAM, DATED 04.06.2011 EXT.P-5 COPY OF THE LETTER NO.E2-57/06-07/V.NO.DATED 21.6.11 ISSUED BY THE FIRST RESPONDENT. EXT.P-6 COPY OF THE FORM OF PATTA PROPERTY OF M/S.PRIMA BEVERAGES (P) LIMITED, ISSUED BY THE TAHSILDAR, ALUVA, DATED 20.12.1999. EXT.P-7 COPY OF THE REPRESENTATION SUBMITTED BY THE PETITIONER BEFORE THE SECOND RESPONDENT DATED 14TH SEPTEMBER, 2011. RESPONDENTS' EXHIBITS : NIL /TRUE COPY/ P.A TO JUDGE AMV S. SIRI JAGAN, J. - - - - - - - - - - - - - - - - - - - - - - - W.P.(C)No.31286 of 2011 - - - - - - - - - - - - - - - - - - - - - - - Dated this the 7th day of December, 2011 J U D G M E N T The petitioner is a public limited company. Due to financial difficulties faced by the Company, the liabilities due from the company to the Kerala Financial Corporation Limited, the Kerala State Industrial Development Corporation and the Sales Tax Department mounted. An investor company evinced interest in having a joint venture and advanced money for paying off the dues. Pursuant thereto, all the dues of the company have been settled. Thereafter for further proceedings regarding the joint venture the petitioner company applied for a “No Dues Certificate”. But the 1st respondent refused to issue a 'No Dues Certificate' on the ground that arrears are due from M/s. Prima Beverages (P) Ltd., which according to the 1st respondent is a 'related company'. It is under the above circumstances, the petitioner has filed this writ petition seeking the following reliefs: W.P.(C)No.31286 of 2011 -2- “a) to issue a writ of mandamus or other appropriate writ,direction or order directing the respondents to issue a Certificate to the effect that all Revenue Recovery Proceedings and consequent attachment over its assets stand withdraw without attempting to club the liabilities of any other company more specifically Prima Beverages (P) Ltd” 2. I directed the learned Government Pleader to get instructions as to why 'No Dues Certificate' has not been issued to the petitioner company. Today the learned Government Pleader submits that two directors of the two companies are common and therefore unless the dues of M/s. Prima Beverages (P) Ltd are also cleared, the 1st respondent is not in a position to issue 'no dues certificate' to the petitioner company. 3. I have considered the rival contentions in detail. I am of opinion that there is no legal basis for the stand of the respondents. As per company law, a company is a distinct and separate legal entity. Simply because some of the directors of the two companies, that too, one a public limited company and other a private limited company, are common, that does not make the two companies related for the purpose of deciding dues payable by the two companies. The petitioner company has absolutely no liability W.P.(C)No.31286 of 2011 -3- whatsoever in respect of the dues of the other company even if some directors of the company are common. As such, the 1st respondent cannot deny a 'no dues certificate' to the petitioner company on the ground that dues of a so- called related company have not been cleared. Therefore, I am satisfied that the petitioner is entitled to the reliefs prayed for. Accordingly, this writ petition is disposed of directing the respondents to issue a certificate to the petitioner to the effect that all revenue recovery proceedings and consequent attachment over its assets stand withdrawn without reference to any dues of M/s. Prima Beverages (P) Ltd., if in fact all dues of the company recoverable by the respondents have been settled. This shall be done within two weeks from the date of receipt of a copy of this judgment. Sd/- S. SIRI JAGAN JUDGE //True copy// P.A. TO JUDGE shg/