Change of company name does not amount to property transfer, and mandamus cannot compel land-transfer approval.

Mere change of a company's name, including conversion from public to private limited status, does not by itself amount to a transfer of immovable property or create a new legal entity. In the absence of any instrument of conveyance, stamp duty and registration fee are not attracted, and mere updating of revenue records cannot justify such demands. Approval for transfer of land and building under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act, 1972 remains a matter for the competent authority in the first instance, so a writ of mandamus directing grant of approval was not maintainable.

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Issues: (i) Whether mere change of a company's name, including addition of the word "private" on conversion from a public limited company to a private limited company, amounts to transfer of immovable property so as to attract stamp duty and registration fee; (ii) whether a writ of mandamus could be issued directing grant of approval for transfer of land and building under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act, 1972.

Issue (i): Whether mere change of a company's name, including addition of the word "private" on conversion from a public limited company to a private limited company, amounts to transfer of immovable property so as to attract stamp duty and registration fee.

Analysis: A mere change of name with approval of the Registrar does not create a new legal entity or effect any conveyance of title. The company continues as the same juristic person, and the land and building remain with it throughout. The statutory scheme for change of name under the Companies Act does not by itself involve transfer of assets. The material on record, including the State's own circular and written instructions, distinguished between a simple change of name and cases involving merger, demerger, amalgamation, or other transfers of assets. In the absence of any instrument of transfer, the charging provision of the Stamp Act is not attracted, and no registration fee can be levied for merely updating the revenue record.

Conclusion: The demand for stamp duty and registration fee on the basis of mere addition of the word "private" was unsustainable and was rightly set aside in favour of the petitioner.

Issue (ii): Whether a writ of mandamus could be issued directing grant of approval for transfer of land and building under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act, 1972.

Analysis: Approval under Section 118 is a matter for the competent statutory authority to examine in the first instance on its own facts and in accordance with law. A direction commanding grant of such approval would amount to usurping the function of the authority entrusted with that decision. The proper course was only to permit the petitioner to approach the competent authority after correction of the revenue entries.

Conclusion: The prayer for a mandamus directing grant of approval under Section 118 was rejected.

Final Conclusion: The challenge succeeded only to the extent of removal of the stamp duty and registration fee burden on a mere change of name, and the revenue record was directed to be updated accordingly, while the request for a direction to grant transfer approval under the land reform law was declined.

Ratio Decidendi: Mere change of name of a company, without transfer of assets or execution of an instrument of conveyance, does not attract stamp duty or registration fee; statutory approval for transfer of land under a separate enactment must be decided by the competent authority and cannot be commanded by mandamus in the first instance.

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