: 1 : IN IN IN THE THE THE HIGH COURT OF JUDICATURE AT BOMBAY HIGH COURT OF JUDICATURE AT BOMBAY HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORDINARY ORDINARY ORIGINAL ORIGINAL ORIGINAL CIVIL JURISDICTION CIVIL JURISDICTION CIVIL JURISDICTION CHAMBER CHAMBER CHAMBER SUMMONS SUMMONS SUMMONS NO.264 OF 2008 NO.264 OF 2008 NO.264 OF 2008 IN IN IN SUIT SUIT SUIT NO.636 NO.636 NO.636 OF 1989 OF 1989 OF 1989 Shireen Dubhash .. Plaintiff. Versus Homi Billimoria & Anr. .. Defendants. And Trent Limited .. Respondent. Mr.Y.V.Sanglikar for plaintiff. Mr.U.J.Makhija with Ms.Preeti Shah for defendants. CORAM CORAM CORAM : V.C.DAGA, J. : V.C.DAGA, J. : V.C.DAGA, J. DATE DATE DATE : 14th March, 2008. : 14th March, 2008. : 14th March, 2008. P.C.:- P.C.:- P.C.:- 1. This Chamber Summons is taken out by the plaintiff to seek impleadment of defendant No.3 and amendment to the plaint as mentioned in the Schedule. : 2 : FACTS FACTS FACTS :- :- :- ======== ======== ======== 2. The plaintiff has filed affidavit in support of the Chamber Summons stating therein that during the pendency of the suit, in the month of December, 2007, plaintiff’s Advocate received two letters dated 06.12.2007 and 15.12.2007, stating therein that the name of the defendant No.2 has changed from M/s.Lakme Limited to M/s.Trent Limited w.e.f. 15th June, 1999. Plaintiff has also produced Certificate of Incorporation issued by the Assistant Registrar of Companies, Maharashtra State, Mumbai certifying therein that M/s.Lakme Limited, which was originally incorporated under the name M/s.Lakme Limited; stands changed to M/s.Trent Limited, pursuant to the order of the Ld. Company Judge of this Court dated 14th June, 1999 passed in Company Petition No.305 of 1999. The plaintiff was also informed by the Advocate for the defendant No.2 intimating filing of the Vakalatnama on behalf of M/s.Trent Limited and giving "No Objection" of the previous Advocate, who was appearing for M/s.Lakme Limited. The plaintiff has produced on record, a copy of the scheme of amalgamation and the orders passed by the learned Company Judge of this Court dated 22nd April, 1999 and 11th June, 1999. : 3 : 3. The aforesaid Chamber Summons was served on the defendants, chose not to file any opposition for grant of Chamber Summons. RIVAL RIVAL RIVAL SUBMISSIONS :- SUBMISSIONS :- SUBMISSIONS :- ==================== ==================== ==================== 4. Mr.Sanglikar, learned Counsel appearing for the plaintiff and Mr.Makhija appearing for Homi Billimoria and M/s.Trent Limited were heard. 5. During the course of hearing, Mr.Sanglikar argued in support of the Chamber Summons in consonance with the affidavit filed and prayed for impleadment of defendant No.3 and the consequent amendment to the plaint. 6. Mr.Makhija, appearing for the defendants orally urged that the Chamber Summons cannot be allowed since the plaintiff is seeking to implead M/s.Trent Limited as new party-defendant No.3. In his submissions, the prayer ought to have been for substitution of defendant No.2. In other words, the plaintiff ought to have prayed for deletion of defendant No.2 and substitution of M/s.Trent Limited in place of M/s.Lakme Ltd. He also brought to my notice, two clauses of the scheme of amalgamation whereby M/s.Trent Limited (transferor company) merged with : 4 : M/s.Lakme Limited (transferee company) and that the transferor company was wholly subsidiary company of the transferee company. He further brought to my notice Clause No.12 of the scheme of amalgamation in support of his submission which reads as under :- "12. Upon the Scheme becoming finally effective, the name of the Transferee Company shall stand changed to "TRENT LIMITED" "TRENT LIMITED" "TRENT LIMITED". 7. Mr.Makhija then tried to impress upon me that the prayers made by the plaintiff are not proper. However, if it is to be allowed, it should be at the risk of the plaintiff. CONSIDERATION CONSIDERATION CONSIDERATION :- :- :- ================ ================ ================ 8. After having heard rival parties, this Court also, prima-facie; tried to impress upon Mr.Sanglikar necessity of substituting the name of the defendant No.2 with that of M/s.Trent Ltd., in view of the scheme of amalgamation. However, Mr.Sanglikar urged that the scheme of amalgamation was neither resulted in assignment nor in devolution and insisted for grant of chamber summons as prayed. 9. In the aforesaid view of the matter, the Chamber : 5 : Summons is made absolute at the risk of the plaintiff and that the added defendant No.3 is impleaded in the suit as new defendant. 10. Plaintiff to carry out necessary amendment to the plaint within a period of two weeks from today. Amended copy of the plaint to be served on the defendants included newly added one within a period of one week from the date of carrying out the amendment. 11. Newly impleaded defendant shall be free to file written statement within 90 days from the date of this order with documents on which they propose to rely. (V.C. (V.C. (V.C. DAGA, J.) DAGA, J.) DAGA, J.)