Change of company name without transfer of assets does not attract stamp duty or registration fee.

A mere change of a company's name in the revenue record, without any transfer of assets or execution of a conveyance, does not amount to a transfer of property and cannot be made conditional on stamp duty or registration fee. The HC followed its earlier rulings that a name change approved by the Registrar of Companies, unlike an amalgamation or statutory vesting, does not create any instrument attracting such charges. The impugned condition was therefore unjustified, the order was set aside, and the revenue authorities were directed to record the change of name without insisting on payment.

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Issues: Whether a change of the company's name in the revenue record, without any transfer of property or conveyance, can be made conditional upon payment of stamp duty and registration fee.

Analysis: The petitioner's entitlement to record the changed name arose after the Registrar of Companies approved the name change and the revenue authorities had already recommended the request. The governing departmental instructions stated that where only the name of a company is changed, no transaction or sale of property takes place and no stamp duty is chargeable. The Court followed its earlier decisions holding that a mere change in corporate name does not amount to transfer, assignment, or parting with ownership of the company's assets. The earlier case law distinguished such a situation from an amalgamation or a statutory transfer, where property may vest by operation of law. The Court also noted that the respondent's reliance on the change-of-name process under the company incorporation rules did not create any conveyance or transfer instrument attracting stamp duty.

Conclusion: The condition requiring payment of stamp duty and registration fee was unjustified and the issue was decided in favour of the petitioner.

Final Conclusion: The impugned order was set aside and the writ petition was allowed, with the revenue authorities directed to recognise the change of name without insisting on stamp duty or registration fee.

Ratio Decidendi: A mere change of a company's name, unaccompanied by transfer of assets or execution of any conveyance, does not attract stamp duty or registration fee and cannot be treated as a transfer of property.

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