2020 (9) TMI 80 - HC - Companies Law

Court allows writ petition, quashes stamp duty for company name change, rejects land transfer approval request

Reckitt Benckiser (India) Private Limited Versus State of H.P. & Another

Reckitt Benckiser (India) Private Limited Versus State of H.P. & Another - TMI Issues Involved:1. Whether the mere change of the name of a company, with the approval of the Registrar, constitutes a sale/transfer of immovable property and attracts stamp duty and registration fees.2. Whether the respondents' requirement for payment of stamp duty and registration fees on the value of the land and assets due to the name change is valid.3. Whether the petitioner is entitled to have the revenue records updated with the new name without paying stamp duty and registration fees.4. Whether the petitioner is entitled to receive approval for the transfer of land under Section 118 of the HP Tenancy and Land Reforms Act.Detailed Analysis:1. Change of Company Name and Transfer of Property:The court examined whether the change of the company's name, approved by the Registrar under Sections 21 and 23 of the Companies Act 1956 (Section 13 of the Companies Act 2013), constitutes a sale or transfer of immovable property, thus attracting stamp duty. The petitioner argued that the change from 'Reckitt Benckiser (India) Limited' to 'Reckitt Benckiser (India) Private Limited' was merely a name change and did not involve the transfer of assets. The court noted that the petitioner continued to exist as a legal entity after the conversion, and there was no binding up or liquidation.2. Validity of Stamp Duty and Registration Fees Requirement:The petitioner challenged the respondents' order requiring payment of stamp duty and registration fees on the value of the land and assets due to the mere addition of the word 'private' in its name. The court found that the impugned order was without jurisdiction and contrary to the provisions of the Indian Stamp Act and the Registration Act. The court emphasized that stamp duty is payable only on instruments mentioned in Schedule-I of the Stamp Act, and no transfer of assets had occurred in this case. Similarly, registration fees are payable only on instruments that are compulsorily registerable under Section 17 of the Registration Act, which was not applicable here.3. Updating Revenue Records Without Fees:The petitioner sought a writ of Mandamus directing the respondents to update the revenue records with the new name without paying stamp duty and registration fees. The court noted that the change in the company's name was with the approval of the Registrar of Companies, and no new company was created as a result of the name change. The court referred to a circular dated 16.2.2012, which stated that no stamp duty is chargeable when only the name of the company is changed with the Registrar's approval. The court concluded that the petitioner's name should be entered in the revenue records without payment of stamp duty and registration fees.4. Approval for Transfer of Land:The petitioner also sought approval for the transfer of land under Section 118 of the HP Tenancy and Land Reforms Act. The court held that this aspect should be examined by the appropriate authority under the Act and that issuing a writ of Mandamus for this purpose would interfere with the jurisdiction of statutory authorities.Conclusion:The court allowed the writ petition partly, quashing the impugned order to the extent of charging stamp duty and registration fees for the name change. It directed the respondents to update the revenue records with the petitioner's new name within six weeks. However, the court rejected the petitioner's request for approval of land transfer under Section 118 of the HP Tenancy and Land Reforms Act, as it was not maintainable in the writ petition.