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2022 (12) TMI 826 - HIMACHAL PRADESH HIGH COURTLevy of stamp duty - Amalgamation of the company - whether the petitioner company, pursuant to order of amalgamation passed by Bombay High Court, permitting it to change its name from M/s Inox Air Products Ltd. to M/s Inox Air Products Private Ltd. is liable to pay stamp duty on account of sale, purchase transfer, if any, of the premises owned/possessed by company having amalgamated into another company, in view of specific law laid by Division Bench of this Court in JSTI TRANSFORMERS PVT. LTD VERSUS THE STATE OF HIMACHAL PRADESH THROUGH ITS PRINCIPAL SECRETARY-CUM-FINANCIAL CONTROLLER (REVENUE) , GOVERNMENT OF HIMACHAL PRADESH, GOVERNMENT SECRETARIAT, SHIMLA, DEPUTY COMMISSIONER, SOLAN, DISTRICT, HIMACHAL PARDESH [2022 (4) TMI 1480 - HIMACHAL PARDESH HIGH COURT]? HELD THAT:- In the instant case, it is not the case of the respondents that while effecting change in the name of the company, sale/purchase, if any, of the property took place inter se two entities as detailed rather, Certificate of Incorporation issued by Registrar of Companies in the name of “M/s Inox Air Products Private Limited” clearly reveals that there is only change of the name in terms of Ss.21 and 23 of Companies Act. Since no new entity, if any, has come into existence on account of proposed change in the name of company coupled with the fact that there is no document available on record, if any, to show that sale-purchase of properties took place between two entities, as noticed above, action of the respondents, demanding stamp duty appears to be highly unjust and unreasonable. While placing reliance on various judgments passed by this Court as well as other Constitutional Courts, the Division Bench has categorically held in the judgment supra that upon conversion of a registered partnership firm to an LLP under the provisions of the Limited Liability Partnership Act, all movable and immovable properties of erstwhile registered partnership firm automatically vest in the converted LLP by operation of Section 58(4) (b) of the Limited Liability Partnership Act. The Co-ordinate Bench of this Court in Sozin Flora Pharma LLP Vs. State of Himachal Pradesh and another, which otherwise has been taken note in JSTI Transformer Pvt. Ltd, while dealing with similar facts and circumstances, where partnership Firm became a private limited liability partnership, categorically held that the stamp duty /registration fee cannot be levied upon conversion of partnership firm to a limited liability partnership firm. If it is so, no permission, if any, under Section 118 of H.P. Tenancy and Land Reforms Act, 1972 is required for change of name in the revenue documents from “M/s Inox Air Products Ltd.” to “M/s Inox Air Products Private Ltd.” Respondents are directed to consider the request of the petitioner-company to effect change of name of petitioner company as “M/s Inox Air Products Private Limited”, without insisting upon payment of stamp duty - Petition disposed off.
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