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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.
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