TaxTMI 
TaxTMI 
2020 (9) TMI 80
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....pany by the name of Reckitt & Colman of India on 5.7.1951. Subsequently, it got its name changed to Rackitt Benckiser (India) Limited on 18.12.2000. Thereafter, the name of the petitioner was again changed to Reckitt Benckiser (India) Private Limited on 13.5.2015 vide certificate of incorporation Annexure P-3 issued by the Registrar of Companies, NCT of Delhi and NCT of Haryana. 3) The petitioner had acquired a piece of Industrial plot measuring 7-14 bigha entered in Khewat/Khatauni Nos. 39min/64 min, bearing Khasra No.449/2 situated in village Nandpur, BH No.170, Pargana Dharampur, Tehsil Nalagarh, District Solan, Himachal Pradesh together with factory building measuring 46000 square feet vide sale deed dated 24.2.2006. The respondents-State also approved the sale of the land and building while granting permission in favour of the petitioner under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act, 1972 vide letter dated 7.12.2005 Annexure P-5. 4) As noticed supra, the petitioner earlier "Reckitt Benckiser (India) Limited" got its name changed under Section 13(2) of the Companies Act 2013 on and w.e.f. 13.5.2015 as "Reckitt Benckiser (India) Private Limited". The c....
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....dated 20.2.2019 Annexure P-1 recommended the case of the petitioner for permission to transfer the land along with assets in the name of M/s Reckitt Benckiser (India) Private Limited. In other words, respondent No.2 though accorded approval for change of name of the petitioner to Reckitt Benckiser (India) Private Limited in the revenue record pertaining to the land in question, however, subject to payment of stamp duty and registration fee on its value merely on account of addition of word 'private' in its name. The stamp duty and registration fee on the value of the land and assets were sought to be changed pursuant to the instructions contained in the letter dated 16.2.2012 Annexure P-2 and letter No.Rev.B.F. (10) 154/2009, dated 28.12.2016. 7) The complaint is that the impugned order Annexure P-1 is without any jurisdiction and due application of mind as according to the petitioner merely on change of its name neither stamp duty nor registration fee on the value of the land and assets is required to be paid for the reason that there is no transfer and conveyance of land and other assets and rather the same remained with the petitioner-company throughout and never transferred no....
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....2 Annexure P-2 and letter dated 28.12.2016. Annexure P-2 is a circular to all the Deputy Commissioners in the State of Himachal Pradesh. As per this document when it is merely the name of the company has been changed with the approval of the Registrar of the Companies in terms of Sections 21 and 23 of he Companies Act 1956 (Section 13 of the Companies Act 2013) and no transaction/sale of property takes place and the only change in the name of the company is sought to be recorded in the revenue record, no stamp duty is chargeable. As per this document, stamp duty is chargeable only when along with change of the name of the Company, its assets are also proposed to be transferred to the Company incorporated with such changed name. The present being a case of simple change of name of the petitioner company i.e. addition of word 'private' with the approval of the Registrar of Companies. Therefore, according to the petitioner, no stamp duty and registration fee is chargeable for recording its name in the revenue record pertaining to the land in question. As regard, 2016 letter, the same, accordingly to the petitioner, pertains to M/s Inox Air Products Ltd., hence not binding on it. It is....
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.... to Reckit Benckiser (India) Private Limited, therefore, perhaps no registration fee is required to be paid at the time of transfer of the assets and property of the erstwhile Reckit Benckiser (India) Limited in the name of the same Company. However, learned Sr. Additional Advocate General to seek instructions with regard to the registration fee, if any required to be paid, within two weeks. List on 4th July, 2019." 13) On the next date, the written instructions were placed on record and on perusal thereof, this Court has passed the following orders: " The learned Additional Advocate General has produced a copy of the instructions received from the Principal Secretary cum- Financial Commissioner (Revenue). Even as per the written instructions given by the Principal Secretary to the learned Additional Advocate General, a mere change of name would not warrant the payment of stamp duty and registration charges. The document at Page 46 of the paper book, which is a certificate issued by the Registrar (Companies), shows that this was a case of change of name. Therefore, the learned Additional Advocate General shall specifically bring to the notice of the respondent the document a....
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....ts of para 3 of the petition are wrong, hence denied. In this regard, it is submitted that as per Government letter No.Rev.B.F.(10)- 154/2009, dated 16.2.2012 where merely the name of the Company is changed with the approval of the Registrar of the Companies, no in terms of Section 21 and 23 of the Companies, no transfer/sale of property takes place and only change in the name of he Company is sought to be recorded in the revenue record, no stamp duty is chargeable...." 16) The stand of the respondents that the present is not a case of mere change of name and rather a case of conversion of public limited company to private limited company, hence stamp duty is chargeable under Section 3 of the Indian Stamp Act, 1899 though has been taken by the respondents-State to make an attempt just to mislead this Court and confuse the whole issue, however, unsuccessfully. Section 3 of the Stamp Act speaks about the instruments, which are chargeable with duties, subject to the exemptions contained in Schedule-I. The instrument referred to herein and also Schedule-I, nowhere show that on mere addition of word 'private' in the name of a company without transfer of its assets and liability, is an....