Company name change not a property transfer for stamp duty. Order quashed, update records without payment. Prompt compliance urged.

M/s Inox Air Products Pvt. Ltd. Versus State of H.P. and ors.

M/s Inox Air Products Pvt. Ltd. Versus State of H.P. and ors. - TMI Issues Involved:

1. Change of company name from 'Inox Air Products Ltd.' to 'Inox Air Products Private Limited.'
2. Requirement of stamp duty for the name change.
3. Interpretation of Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act.
4. Applicability of instructions dated 16.02.2012 from the Department of Revenue, Government of Himachal Pradesh.
5. Legal precedents regarding statutory vesting of property and name changes in companies.

Issue-wise Detailed Analysis:

1. Change of company name from 'Inox Air Products Ltd.' to 'Inox Air Products Private Limited':

The petitioner company, originally known as M/s Superior Air Products Limited, was granted permission under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act in 1994. The company underwent several changes, including an amalgamation with Inox Air Products Limited in 2002, and subsequently changed its name to 'Inox Air Products Private Limited' with approval from the Central Government and a new Certificate of Incorporation issued on 11.04.2015.

2. Requirement of stamp duty for the name change:

The petitioner requested the respondents to update the revenue records to reflect the new name. However, this request was denied on the grounds that the change constituted a transfer of property, which would attract stamp duty under Section 118 of the Act and the Stamp Act, 1899. The petitioner contended that the change was merely a name change with no sale or transfer of property involved, thus not requiring stamp duty.

3. Interpretation of Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act:

The respondents argued that the change in the company's name was akin to a transfer of property, necessitating compliance with Section 118 of the Act. However, the petitioner maintained that there was no actual transfer of ownership or management, only a name change approved by the Registrar of Companies.

4. Applicability of instructions dated 16.02.2012 from the Department of Revenue, Government of Himachal Pradesh:

The instructions clarified that no stamp duty is chargeable when a company's name is changed with the approval of the Registrar of Companies without any transaction or sale of property. The petitioner's case fell under this category, as there was no sale or purchase of property, only a change in the company's name.

5. Legal precedents regarding statutory vesting of property and name changes in companies:

The court referred to several legal precedents, including judgments from the Division Bench of the Himachal Pradesh High Court and other Constitutional Courts, which established that statutory vesting of property in a new entity due to a name change does not constitute a transfer requiring stamp duty. Specifically, the court cited cases such as JSTI Transformers Pvt. Ltd. vs. State of Himachal Pradesh, Reckitt Benckiser (India) Private Limited, and M/s Sozin Flora Pharma LLP, which supported the petitioner's position that no stamp duty was required for the name change.

Conclusion:

The court found merit in the petitioner's arguments and held that the change of name from 'Inox Air Products Ltd.' to 'Inox Air Products Private Limited' did not constitute a transfer of property requiring stamp duty. The impugned order dated 13.01.2016 was quashed, and the respondents were directed to update the revenue records to reflect the new name without insisting on stamp duty payment. The court emphasized that the petitioner had been embroiled in litigation since 2016 and urged the respondents to comply with the order expeditiously within four weeks. The petition was disposed of along with any pending applications.