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2022 (4) TMI 1480 - HIMACHAL PARDESH HIGH COURTChange in the name of the company - exit of the minority shareholder - petitioner-company became 100% subsidiary of JSTT - requirement to pay the stamp duty and registration fee on the value of assets of the petitioner, upon change of name - HELD THAT:- This Court in M/S. FRESENIUS KABI ONCOLOGY LIMITED VERSUS H.P. STATE INDUSTRIAL DEVELOPMENT CORPORATION LIMITED [2018 (8) TMI 2103 - HIMACHAL PRADESH HIGH COURT] was dealing with a case, where consequent upon request made by the petitioner to incorporate by way of change of its name in the record, respondent-State Authorities demanded a sum of Rs.1,04,21,508/- towards unearned increase /transfer charges on account of alleged violation of Clause 2(xi) of conveyance deed, where Pharma business of the Company, “Dabur India Limited” by way of merger, merged into the new entity, “Dabur Pharma Limited”. The respondent-Corporation changed the name of the allottee company i.e. “Dabur India Limited” to “Dabur Pharma Limited”, vide order dated 28.11.2003. Later on, petitioner-Company incorporated under the laws of Singapore, acquired 90.89% of total equity share capital of Dabur Pharma Limited on 11.8.2008. The management and control of Dabur Pharma Limited, therefore, came to be changed and its Board reconstituted with the nominee of the petitioner-company - This Court held that mere acquiring of equity share capital of ‘Dabur Pharma Limited’ by the petitioner Company does not amount to transfer, assignment or parting with the possession or any other rights of the allottee Company, neither with the plot in question nor structure in existence thereon. The acquiring of equity share capital of the allottee Company by the petitioner also does not contravene the conditions contained in Clause 2(xi) of the conveyance deed. In such circumstances, how a right to claim unearned increase/transfer charges would have arisen in favour of the respondent is not understandable, held this Court. Similar issue again arose before this Court in Reckitt Benckiser (India) Private Limited [2020 (9) TMI 80 - HIMACHAL PRADESH HIGH COURT]. In that case, petitioner was initially incorporated as a public limited company by the name of M/s Reckitt & Colman of India on 5.7.1951. Subsequently, it got its name changed to Reckitt Benckiser (India) Limited on 18.12.2000. Thereafter, the name of the petitioner-company was again changed to Reckitt Benckiser (India) Private Limited on 13.5.2015, vide certificate of incorporation issued by the Registrar of Companies, NCT of Delhi and NCT of Haryana. This lastly named company, which was a public limited company, had acquired a piece of land i.e. industrial plot measuring 7-14 bigha entered in Khewat/Khatauni Nos. 39 min/64 min, bearing Khasra No. 449/2, situated in village Nandpur, BH No. 170, Pargana Dharampur, Tehsil Nalagarh, District Solan, Himachal Pradesh together with the factory building measuring 46000 square feet vide sale deed dated 24.2.2006 - Section 13(2) made it crystal clear that no new company was ever created as a result of the change of its name and it is the case of mere addition of word ‘private’ to its name. Relying upon aforesaid instructions/clarification dated 16.2.2012 issued by the respondent-State, this Court held that respondents erroneously concluded that there is transfer of assets and property by the Company. Petition allowed.
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