Madhya Pradesh High Court
Professor Pc Mahajan Foundation ... vs The State Of Madhya Pradesh on 24 January, 2018
HIGH COURT OF MADHYA PRADESH: BENCH AT INDOR
W.P. No.3893/2017 (-1-)
W.P. No.3893/2017
(Professor P.C. Mahajan Foundation Vs. State of Madhya
Pradesh and others.)
Indore, dated:24.01.2018
Parties through their counsel.
The petitioner before this Court has filed this present
petition being aggrieved by the letter dated 31.01.2017
issued by the District Registrar, Khargone.
The undisputed facts reveal that the petitioner-company
was earlier known as "Tanzim - A - Jarkhez". It was a
company registered under the Companies Act and later on,
an application was preferred to the Registrar of Companies
for change of name. The Registrar of Companies has allowed
the application preferred under Section 20 of the Companies
Act and the net result was that the name of company
"Tanzim - A - Jarkhez" was given new name i.e. "Professor
P.C. Mahajan Foundation" w.e.f. 17.01.2007.
The only dispute in the present case is that after the
change of the name duly approved by the Registrar of
Companies, an application was preferred for incorporating
the changed name in the property owned by the company
and as there was no transfer of title in the matter, the
Tehsildar has permitted to change the name of one property,
however, later on, the Tehsildar sought an opinion from the
District Registrar and the District Registrar vide order dated
HIGH COURT OF MADHYA PRADESH: BENCH AT INDOR
W.P. No.3893/2017 (-2-)
31.01.2017 has directed the registration of the documents,
meaning thereby, consequential payment of stamp duty.
Section 23 of the Companies Act reads under:-
"23. Registration of change of name and effect
thereof.
(1) Where a company changes its name in
pursuance of section 21 or 22, the Registrar shall enter
the new name on the Register in the place of the
former name, and shall issue a fresh certificate of
incorporation with the necessary alterations embodied
therein; and the change of name shall be complete and
effective only on the issue of such a certificate.
(2) The Registrar shall also make the necessary
alteration in the memorandum of association of the
company.
(3) The change of name shall not affect any
rights or obligations of the company, or render
defective any legal proceedings by or against it; and
any legal proceedings which might have been
continued or commenced by or against the company
by its former name may be continued by or against
the company by its new name."
In light of Section 23 and Sub-section 3 of the
Companies Act, mere change of name of the company does
not require registration of title deed in respect of change of
name of the property already owned by the company.
The Apex Court in the case of M/s. S.K. Industries
Vs. State of Chhattisgarh and Ors, reported in AIR 2013
Chhattisgarh (8) in paragraph No.17 has held as under:-
HIGH COURT OF MADHYA PRADESH: BENCH AT INDOR
W.P. No.3893/2017 (-3-)
"17. It is a settled principle of law relating to
payment of stamp duty and registration of any
document under the provisions of the Stamp
Act and Registration Act that only those
documents require registration and payment of
stamp duty which are specified in the Acts.
Equally well settled principle of law is that
unless the execution of any document results in
transfer of any right, title and interest in any
immovable property by the act of the parties in
lieu of consideration i.e. price, for such
transfer, the documents cannot be subjected to
payment of stamp duty and registration as a
document of sale/transfer as defined under the
Transfer of Property Act."
In light of the aforesaid, as there is no transfer of any
right or title in respect of the immovable property, the
question of payment of stamp duty and fresh registration
duty does not arise.
The Division Bench of Allahabad High Court in the
case of Ingersoll Rand Wadco Tools Ltd. Vs. U.P.S.I.D.
Corpn., Kanpur, reported in 2004 AIHC, 2389 has taken a
similar view. Paragraph Nos.12 to 15 has held as under:-
"12. We do not agree with the respondents.
There is nothing in clause 2 (p) of the lease deed which permits demand of transfer charges. On the contrary, if a company in reconstituted then it has to enter into a binding contract with the lessor to carryout the same terms, conditions, stipulations as mentioned in the agreement. We agree with the learned Counsel for the petitioner that the impugned demand of transfer charges has no statutory sanction HIGH COURT OF MADHYA PRADESH: BENCH AT INDOR W.P. No.3893/2017 (-4-) nor can it be charged under the lease deed copy of which is Annexure 4 to the writ petition.
13. Moreover, the change in the name of the company does not mean that it became a different legal entity. Even the change of share-holders will not make the company a different legal entity because it is well settled that a company is a distinct legal entity separate from its shareholders vide Soloman v. Soloman & Co. Ltd., 1897 AC 22; R.C. Cooper v. Union of India, AIR 1970 SC 564 (para 13), etc. 13-A. In M/s. Economic Investment Corporation Ltd. v. The Commissioner of Income Tax, AIR 1970 Calcutta 389, it was held that the change of name of the company does not occasion any substitution or succession. In M/s. Gur Narain Jagat Narain & Co. v. M/s. Motor & General Sales Ltd., 1980 ALJ 508, the Allahabad High Court held that the change in the name of a company does not change its rights and obligations.
14. In Pioneer Protective Glass Fibre (P) Ltd. v. Fibre Glass Pilkington Ltd., (1985) 3 Comp. L.J. 309, the Calcutta High Court held that despite change in the name of a company the legal entity continues, and such change does not result in dissolution of the company and incorporation of a new company. Hence, to a fresh certificate of the corporation under section 23 of the companies act on a change of the name of the company does not imply that a new company has come to in existence.
15. So far as the alleged guidelines of the corporation copy of which is Annexure 14 to the writ petition is concerned, it may be mentioned that these guidelines have no statutory force and hence they cannot justify imposition of transfer charges. Any such charge or fee must have statutory backing, as held by a Division Bench of this Court in Shaukat Ali v. ADA, writ petition No. 47222 of 2002 decided on 1- 7-2003."
In light of the aforesaid, this Court is of the considered HIGH COURT OF MADHYA PRADESH: BENCH AT INDOR W.P. No.3893/2017 (-5-) opinion that mere change of name of the company in light of Section 23 of the Companies Act, does not require the fresh registration or execution of fresh deed, title deed as observed by the District Registrar.
Resultantly, the impugned communication dated 31.01.2017 is hereby quashed. The present writ petition is allowed. The revenue authorities are directed to mutate the name of the petitioner in respect of the property owned by the company under the name of "Tanzim - A - Jarkhez".
The exercise of mutation be concluded within a period of three months from the date of receipt of certified copy of this order.
With the aforesaid, writ petition stands allowed.
(S.C. Sharma)
N.R. Judge
NARENDRA KUMAR
RAIPURIA
2018.02.03 18:50:30
-08'00'