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TMI Blog2020 (9) TMI 80X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Registrar of Companies, NCT of Delhi and NCT of Haryana. 3) The petitioner had acquired a piece of Industrial plot measuring 7-14 bigha entered in Khewat/Khatauni Nos. 39min/64 min, bearing Khasra No.449/2 situated in village Nandpur, BH No.170, Pargana Dharampur, Tehsil Nalagarh, District Solan, Himachal Pradesh together with factory building measuring 46000 square feet vide sale deed dated 24.2.2006. The respondents-State also approved the sale of the land and building while granting permission in favour of the petitioner under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act, 1972 vide letter dated 7.12.2005 Annexure P-5. 4) As noticed supra, the petitioner earlier Reckitt Benckiser (India) Limited got its name changed under Section 13(2) of the Companies Act 2013 on and w.e.f. 13.5.2015 as Reckitt Benckiser (India) Private Limited . The change of name of the petitioner was carried out consequent upon the conversion of the petitioner from a public limited company to a private limited company, in accordance with the provisions of the Companies Act, 2013. There was neither binding up nor liquidation of the petitioner company as a consequence of its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ivate Limited in the revenue record pertaining to the land in question, however, subject to payment of stamp duty and registration fee on its value merely on account of addition of word private in its name. The stamp duty and registration fee on the value of the land and assets were sought to be changed pursuant to the instructions contained in the letter dated 16.2.2012 Annexure P-2 and letter No.Rev.B.F. (10) 154/2009, dated 28.12.2016. 7) The complaint is that the impugned order Annexure P-1 is without any jurisdiction and due application of mind as according to the petitioner merely on change of its name neither stamp duty nor registration fee on the value of the land and assets is required to be paid for the reason that there is no transfer and conveyance of land and other assets and rather the same remained with the petitioner-company throughout and never transferred nor conveyed consequent upon addition of word private in its name. Therefore, the impugned Order Annexure P-1 has been sought to be quashed and set aside being without any jurisdiction, contrary to the provisions contained under the Indian Stamp Act and also the Registration Act. The Stamp duty is required ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Companies Act 1956 (Section 13 of the Companies Act 2013) and no transaction/sale of property takes place and the only change in the name of the company is sought to be recorded in the revenue record, no stamp duty is chargeable. As per this document, stamp duty is chargeable only when along with change of the name of the Company, its assets are also proposed to be transferred to the Company incorporated with such changed name. The present being a case of simple change of name of the petitioner company i.e. addition of word private with the approval of the Registrar of Companies. Therefore, according to the petitioner, no stamp duty and registration fee is chargeable for recording its name in the revenue record pertaining to the land in question. As regard, 2016 letter, the same, accordingly to the petitioner, pertains to M/s Inox Air Products Ltd., hence not binding on it. It is in this backdrop, the following reliefs have been sought to be granted to the petitioner: 1. Issue a writ of Certiorari or any other appropriate writ, order or direction in the nature of Certiorri for quashing the Impugned Order (Annexure P-1) issued by the Respondent in so far as it requires pay ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eral to seek instructions with regard to the registration fee, if any required to be paid, within two weeks. List on 4th July, 2019. 13) On the next date, the written instructions were placed on record and on perusal thereof, this Court has passed the following orders: The learned Additional Advocate General has produced a copy of the instructions received from the Principal Secretary cum- Financial Commissioner (Revenue). Even as per the written instructions given by the Principal Secretary to the learned Additional Advocate General, a mere change of name would not warrant the payment of stamp duty and registration charges. The document at Page 46 of the paper book, which is a certificate issued by the Registrar (Companies), shows that this was a case of change of name. Therefore, the learned Additional Advocate General shall specifically bring to the notice of the respondent the document at Page 46 and get instructions with reference to the same. Post on 17th July, 2019. 14) It is thus noticed in the order ibid that the respondent-State in the instructions placed on record has itself agreed that mere change of name of the company would not warrant the paym ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Section 21 and 23 of the Companies, no transfer/sale of property takes place and only change in the name of he Company is sought to be recorded in the revenue record, no stamp duty is chargeable . 16) 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. 17) In the case in hand, land and building remained with the petitioner-company, even after addition of word priva ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion 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. Issuing the writ of mandamus to the respondents to grant such approval would definitely amounts to interfere in the jurisdiction of statutory authorities under the Act, which is not legally permissible. 20) The question formulated at the very outset in this judgment, therefore, stands answered accordingly. 21) In view of what has been said hereinabove, this writ petition succeeds partly and the same is accordingly allowed. Consequently, the impugned order Annexure P-1 to the extent of charging of stamp duty and registration fee from the petitioner on the value of its assets at the time of making entries of its name with mere addition of word private pertaining to the land and the building standing thereon, being not legally and factually sustainable, is quashed and set aside. The respondents are directed to enter the changed name of the petitioner in Revenue record within a period of six weeks enabling thereby the petitioner to approach the competent aut ..... 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