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2020 (9) TMI 80 - HC - Companies LawWhether on mere change of the name of a Company with the approval of the Registrar, in terms of Section 21 and 23 of the Companies Act 1956 Section 13(2) of the Companies Act 2013 , sale/transfer of its immovable property takes place and stamp duty chargeable on its value or not? HELD THAT - The stand of the respondents that the present is not a case of mere change of name and rather a case of conversion of public limited company to private limited company, hence stamp duty is chargeable under Section 3 of the Indian Stamp Act, 1899 though has been taken by the respondents-State to make an attempt just to mislead this Court and confuse the whole issue, however, unsuccessfully. Section 3 of the Stamp Act speaks about the instruments, which are chargeable with duties, subject to the exemptions contained in Schedule-I. The instrument referred to herein and also Schedule-I, nowhere show that on mere addition of word private in the name of a company without transfer of its assets and liability, is an instrument, which is chargeable thereunder. So far as the Registration Act is concerned, only that instrument is chargeable, which needs registration. In the case in hand, land and building remained with the petitioner-company, even after addition of word private to its name. Therefore, there is no question of existence of an instrument of transfer of its assets and property and the compulsorily registration thereof. The respondents though have made an attempt to draw the distinction between a public limited and private limited company from its definition finds mentioned in Section 2 of the Companies Act, 2013 and has canvased that two companies are quite different and distinct. It is worth mentioning that the circular dated 16.2.2012 Annexure P-2 clearly distinguishes between cases pertaining to change of name simplicitor under the provisions of Companies Act 1956 and for that matter Companies Act 2013 and those with transfer of assets. The second category of cases cover transaction like merger, demerger and amalgamation etc., which involve two separate entities and transfer of assets from one entity to another. Annexure P-2 clearly postulates that no stamp duty or registration fee is payable in a case of change of name of the Company - In the case in hand since no transfer of assets occurred on account of change of the name of the petitioner Company, hence neither stamp duty nor registration charges is payable on such change of name of the petitioner and its name is required to be entered in the revenue record pertaining to the land and building in question. The respondents, therefore, are under an obligation to update the entries in the revenue record pertaining to the land with the new name of the petitioner Company by addition of word private without payment of any stamp duty and registration charges. Grant of permission to transfer of the land and building in existence thereon in the name of Harbinder Singh Purewal, under Section 118 of the HP Tenancy and Land Reforms Act - HELD THAT - The writ petition is neither maintainable nor can be entertained for grant of such relief because it is for the appropriate authority under the Act to examine this aspect of the matter and pass appropriate orders, in accordance with law. Petition allowed in part.
Issues Involved:
1. Whether the mere change of the name of a company, with the approval of the Registrar, constitutes a sale/transfer of immovable property and attracts stamp duty and registration fees. 2. Whether the respondents' requirement for payment of stamp duty and registration fees on the value of the land and assets due to the name change is valid. 3. Whether the petitioner is entitled to have the revenue records updated with the new name without paying stamp duty and registration fees. 4. Whether the petitioner is entitled to receive approval for the transfer of land under Section 118 of the HP Tenancy and Land Reforms Act. Detailed Analysis: 1. Change of Company Name and Transfer of Property: The court examined whether the change of the company's name, approved by the Registrar under Sections 21 and 23 of the Companies Act 1956 (Section 13 of the Companies Act 2013), constitutes a sale or transfer of immovable property, thus attracting stamp duty. The petitioner argued that the change from "Reckitt Benckiser (India) Limited" to "Reckitt Benckiser (India) Private Limited" was merely a name change and did not involve the transfer of assets. The court noted that the petitioner continued to exist as a legal entity after the conversion, and there was no binding up or liquidation. 2. Validity of Stamp Duty and Registration Fees Requirement: The petitioner challenged the respondents' order requiring payment of stamp duty and registration fees on the value of the land and assets due to the mere addition of the word "private" in its name. The court found that the impugned order was without jurisdiction and contrary to the provisions of the Indian Stamp Act and the Registration Act. The court emphasized that stamp duty is payable only on instruments mentioned in Schedule-I of the Stamp Act, and no transfer of assets had occurred in this case. Similarly, registration fees are payable only on instruments that are compulsorily registerable under Section 17 of the Registration Act, which was not applicable here. 3. Updating Revenue Records Without Fees: The petitioner sought a writ of Mandamus directing the respondents to update the revenue records with the new name without paying stamp duty and registration fees. The court noted that the change in the company's name was with the approval of the Registrar of Companies, and no new company was created as a result of the name change. The court referred to a circular dated 16.2.2012, which stated that no stamp duty is chargeable when only the name of the company is changed with the Registrar's approval. The court concluded that the petitioner's name should be entered in the revenue records without payment of stamp duty and registration fees. 4. Approval for Transfer of Land: The petitioner also sought approval for the transfer of land under Section 118 of the HP Tenancy and Land Reforms Act. The court held that this aspect should be examined by the appropriate authority under the Act and that issuing a writ of Mandamus for this purpose would interfere with the jurisdiction of statutory authorities. Conclusion: The court allowed the writ petition partly, quashing the impugned order to the extent of charging stamp duty and registration fees for the name change. It directed the respondents to update the revenue records with the petitioner's new name within six weeks. However, the court rejected the petitioner's request for approval of land transfer under Section 118 of the HP Tenancy and Land Reforms Act, as it was not maintainable in the writ petition.
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