Himachal Pradesh High Court reiterated that stamp duty registration fees requirements does not trigger upon change of name of company in revenue record does not mean transfer of assets to attract stamp duty and registration fees.
‘MWIL’, a public limited company, with a view to set up its business, purchased a land after having obtained necessary approval of Department of Revenue i.e. respondent. Subsequently, ‘MWIL’ got its name changed to ‘MWIPL’ (i.e. MWIL got converted into a Private
Limited Company) with the approval of ROC. Later, ‘Group SEB India Pvt Ltd’ (petitioner) purchased entire shareholding from shareholders of ‘MWIPL’ and the name of ‘MWIPL’ was changed in records of ROC as ‘GSIPL’.
‘GSIPL’ applied for renewal of business and for change in name to be recorded in the records of various government authorities, which granted the renewal of business licence and recorded change in their records. However, Department of Revenue vide its impugned letter granted approval for change of name of company in revenue records subject to payment of stamp duty and registration fees for the reason that as per the revenue the change in name of petitioner amounted to mean that the subject property (i.e. land) which was earlier purchased by former company and same has been transferred to separate company i.e. GSIPL, as sale of property.
GSIPL aggrieved by the communication of Department of Revenue, appealed before the High Court, wherein the HC held that change of name of company with the approval of ROC would not amount to transfer of assets from one company to another and also transfer of
shares of shareholders of a company to third party does not mean transfer of properties of the company to third party for section 118 of Himachal Pradesh Land Reforms and Tenancy Act, 1972 to apply and thereby, such transfer cannot be subjected to stamp duty and registration charges.
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