Change of company name is not a transfer of assets; stamp duty and registration fee could not be demanded.

A mere change of a company's name, including conversion from a public limited company to a private limited company and then to a fresh corporate name, does not amount to a transfer of assets. The land continued to vest in the same corporate entity, and no separate conveyance or instrument of transfer came into existence. As no transfer instrument was involved, stamp duty and registration fee charging provisions were not attracted. The Himachal Pradesh HC also held that permission under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act, 1972 could not be made conditional on payment of such charges, and quashed the demand.

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Issues: Whether a change of name of a company approved by the Registrar of Companies amounts to a transfer of assets so as to attract stamp duty and registration fee on recording the change in the revenue record.

Analysis: The change from a public limited company to a private limited company, and thereafter to a new corporate name, was effected through the company law mechanism of alteration of name and issuance of fresh incorporation certificate. The land in question remained with the same corporate entity, and the shareholding changes did not amount to a transfer of the company's property. Mere change of corporate name does not create a transfer of assets, and no separate conveyance or instrument of transfer comes into existence. In the absence of an instrument of transfer, the charging provisions relating to stamp duty and registration fee are not attracted. The permission under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act, 1972 could not validly be made conditional on payment of such charges.

Conclusion: The conditions demanding stamp duty and registration fee for recording the company's changed name were illegal and were quashed, with the result that the petition was allowed in favour of the petitioner.

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