Madhya Pradesh High Court
M/S Jupiter Wagons Ltd. ( Earlier Known ... vs Board Of Revenue on 26 August, 2025
Author: Pranay Verma
Bench: Pranay Verma
NEUTRAL CITATION NO. 2025:MPHC-IND:24259
1 WP-24955-2018
IN THE HIGH COURT OF MADHYA PRADESH
AT INDORE
BEFORE
HON'BLE SHRI JUSTICE PRANAY VERMA
ON THE 26th OF AUGUST, 2025
WRIT PETITION No. 24955 of 2018
M/S JUPITER WAGONS LTD. ( EARLIER KNOWN AS M/S
COMMERCIAL ENGINEERS AND BO
Versus
BOARD OF REVENUE AND OTHERS
Appearance:
Shri Sumit Nema, Senior Advocate along with Shri Piyush Parashar,
Advocate for the petitioner.
Shri Raghav Shrivastava - Govt. Advocate for the State.
ORDER
With the consent of learned counsel for the parties, the matter is finally heard.
02. By this petition preferred under Article 226 of the Constitution of India the petitioner has challenged the order dated 19.06.2018 (Annexure P/18) passed by the Board of Revenue, Gwalior affirming the order dated 04.12.2015 (Annexure P/16) passed by the Collector of Stamp, District Dhar and the notice dated 26.09.2018 (Annexure P/19) issued by the Additional Tehsildar and District Registrar, District Dhar.
03. The facts of the case reveal that the petitioner company was earlier known by the name of M/s. Commercial Engineers and Body Builders Company Pvt. Ltd. It was a company registered under the provisions of the Companies Act and later on an application was preferred to the Registrar of Signature Not Verified Signed by: SHILPA NAAGDEVE Signing time: 02-Sep-25 6:05:54 PM NEUTRAL CITATION NO. 2025:MPHC-IND:24259 2 WP-24955-2018 Companies for change of name to Commercial Engineers and Body Builders Company Limited. The Registrar of Companies allowed the application preferred under the Companies Act, the result whereof was that the name of the company M/s Commercial Engineers and Body Builders Company Private Limited was given new name i.e. Commercial Engineers and Body Builders Company Limited. The certificate in that regard was also issued.
04. The petitioner company had been awarded a lease deed with respect to certain land on 01.04.2008 by the Managing Director, Madhya Pradesh Audyogik Kendra Vikas Nigam (Indore) Ltd., Indore. Subsequent to the change in its name, the petitioner requested MPAKVN for amendment in the lease deed which was approved, finalized and awarded by MPAKVN on 29.09.2012 without any objection. The petitioner then submitted the relevant documents before respondent No.4 on 08.01.2013 for registration of the amended lease deed but respondent No.4 treated it as a fresh registration and issued demand notice to the petitioners to pay full stamp duty and registration duty as registration amendment fees. Respondent No.4 referred the case to respondent No.3 on 08.01.2013 on the ground that payment of Rs.100/- as stamp duty by petitioner is less and not as per provisions of Section 33 of the Indian Stamp Act, 1899.
05. Respondent No.3 then passed the impugned order on 04.12.2015 imposing stamp duty and other charges upon the petitioner including penalty. The said order has been affirmed by the Board of Revenue by the impugned order dated 19.06.2018 in appeal having been preferred by the petitioner under Section 56 of the Indian Stamp Act.
Signature Not Verified Signed by: SHILPA NAAGDEVE Signing time: 02-Sep-25 6:05:54 PMNEUTRAL CITATION NO. 2025:MPHC-IND:24259 3 WP-24955-2018
06. Learned counsel for the petitioner has submitted that only the name of the petitioner company was changed and there was no transfer of any right, title and interest in any of its immovable property hence the amended lease deed was not required to be stamped with the stamp duty as has been contented by the respondents. Reliance has been placed by him on the cases of Prasad Technology Park Pvt. Ltd. vs. Sub Registrar and Others in Civil Appeal No.7305/2005 decided on 08.12.2005, State of M.P. and Others Vs. Professor P.C. Mahajan Foundation W.A. No.1766/2018 decided on 22.11.2022, Professor P.C. Mahajan Foundation Vs. State of M.P. and Others W.P. No.3893/2017 decided on 24.01.2018, M/s Om Metals Infra Projects Ltd. (Formerly M/s. Om Metals and Mineral Ltd.) Vs. State of Rajasthan and Others Civil Writ Petition No.10415/2015 decided on 19.09.2017, M/s Inox Air Products Pvt. Ltd. Vs. State of H.P. and Others CWP No.3166/2016 decided on 01.12.2022, Jai Narain Parasrampuria (dead) and Others Vs. Pushpa Devi Saraf and Others 2006 (7) SCC 756, Vali Pattabhirama Rao and Another Vs. Sri Ramanuja Ginning and Rice Factor P. Ltd. and Others 1983 SCC OnLine AP 207 and Reckitt Benckiser (India) Private Ltd. Vs. State of H.P. and Another AIR 2020 HP 86.
07. Learned counsel for the respondents/State has however submitted that due to change of the name of the petitioner company, there has been a change in entity hence the petitioner is liable to pay the stamp duty as directed on the amended lease deed also.
08. I have considered the submissions of the learned counsel for the parties and have perused the record.
Signature Not Verified Signed by: SHILPA NAAGDEVE Signing time: 02-Sep-25 6:05:54 PMNEUTRAL CITATION NO. 2025:MPHC-IND:24259 4 WP-24955-2018
09. In the case of Professor P.C. Mahajan Foundation (Supra) which was a case as regards change of name in one of the property in respect of a company whose name had been changed, this Court held that change of company name does not result in transfer of any right, title and interest in any immovable property. It has been held as under:-
"6. Section 23 of Companies Act, 1956 the Central Government may direct the companies to change its name or new name as the case may be. The company shall apply to the Registrar who shall carry out the necessary changes in certificate of incorporation and the memorandum. It not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done, therefore, the Writ Court has rightly held in case of change of company name will not result in transfer of any right or title and interest in any immovable property, hence, the registration under Section 17 of Registration Act is not required."
10. In the decision of the Single Bench which had been affirmed by the Division Bench as aforesaid, it was held as under :-
"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 Chattisgarh and Ors, reported in AIR 2013 Chhattisgarh (8) in paragraph No. 17 has held as under:-
"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 ie. 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 Signature Not Verified Signed by: SHILPA NAAGDEVE Signing time: 02-Sep-25 6:05:54 PM NEUTRAL CITATION NO. 2025:MPHC-IND:24259 5 WP-24955-2018 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 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 7-2003."
In light of the aforesaid, this Court is of the considered 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."
Signature Not Verified Signed by: SHILPA NAAGDEVE Signing time: 02-Sep-25 6:05:54 PMNEUTRAL CITATION NO. 2025:MPHC-IND:24259 6 WP-24955-2018
11. In M/s. Om Metals Infra Projects Ltd. (Supra) , the issue before the Rajasthan High Court was whether mere change in the name of a company tantamounts to an assignment of the lease held by it to attracts stamp duty under the Stamp Act. It was held as under:-
"In the above context of law, the merits of the case at hand, show that the demand for stamp duty against the petitioner Company for mere change of its name by resort to Section 21 of the Act of 1956 is patently illegal, arbitrary and ultra vires the Act of 1998. The foundation of that demand is the circular No.6/2009 issued by the DIG (Stamps and Registration). Even the Circular whatever its legal standing; does not cover the situation where a mere change in the name of the company by resort to the provisions of Section 21 of the Companies Act without any change of shareholders, memorandum of associations, directors of the Company or its management would entail a demand for stamp duty. The said circular only provides that there would be a transfer of lease by way of assignment in situations where the legal character of the company is altered or partnership is changed by induction of new partners following which an amended deed has been executed qua the immovable assets of the company/ firm. In the instant case, the change visualized under the Circular dated 6/2009 has not been made inasmuch as the "legal character" of the Company has not changed. A legal character entails certain legal incidents, rights and liability. There is nothing to show nor was it even alleged that by change of the name of the petitioner company by resort to Section 21 of the Act of 1956, any of its rights or liabilities were altered and/lor entailed legal incident/s not earlier attracting to it in its earlier avtar. Further under Article 55 of the Act of 1998 stamp duty is leviable on a conveyance / transfer which by its very definition will entail giving away of immovable property by one to another. This court fails to fathom, and counsel for the respondent-State department is of little assistance to show, as to how a company which alone is involved in a change of its name, can transfer immovable property to self. It obviously cannot.
Aside of the aforesaid, the Apex Court in the case of Prasad Technology Park (P) Ltd. (supra) held that "only because the name of the Company was changed, the same would not mean a fresh transaction took place." The Apex Court proceeded to point out that it was weli settled that the real and true meaning of the instrument must be ascertained for the purpose of levy of stamp duty and if there was no conveyance, from one to another, stamp duty was not leviable. Even otherwise, an assignment entails a conveyance from one to another-- two entities natural born or juristic have to obtain - such a situation does not obtain on a mere change in the name of the company."
12. In the case of Reckitt Benckiser (India) Private Limited (Supra) , the Division Bench of the Shimla High Court which was considering a similar issue held as under:-
Signature Not Verified Signed by: SHILPA NAAGDEVE Signing time: 02-Sep-25 6:05:54 PMNEUTRAL CITATION NO. 2025:MPHC-IND:24259 7 WP-24955-2018 "17. 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 instrument, which is chargeable thereunder. So far as the Registration Act is concerned, only that instrument is chargeable, which needs registration.
18. In the case in hand, land and building remained with the petitioner-company, even after addition of word 'private' to its name. Therefore, there is no question of existence of an instrument of transfer of its assets and property and the compulsorily registration thereof. The respondents though have made an attempt to draw the distinction between a public limited and private limited company from its definition finds mentioned in Section 2 of the Companies Act, 2013 and has canvased that two companies are quite different and distinct However, learned Senior Additional Advocate General has failed to satisfy this Court about the justifiability of such distinction drawn and how the addition of word 'private' in the name of the petitioner company amount to transfer of its assets and liability and consequently levying of stamp duty and Registration charges. The respondent-State rather seems to have taken such stand in reply filed to the writ petition merely for rejection.
19. It is worth mentioning that the circular dated 16.2.2012 Annexure P-2 clearly distinguishes between cases pertaining to change of name simplicitor under the provisions of Companies Act 1956 and for that matter Companies Act 2013 and those with transfer of assets.
The second category of cases cover transaction like merger, demerger and amalgamation etc., which involve two separate entities and transfer of assets from one entity to another. Annexure P- 2 clearly postulates that no stamp duty or registration fee is payable in a case of change of name of the Company. In the case in hand since no transfer of assets occurred on account of change of the name of the petitioner Company, hence neither stamp duty nor registration charges is payable on such change of name of the petitioner and its name is required to be entered in the revenue record pertaining to the land and building in question. The respondents, therefore, are under an obligation to update the entries in the revenue record pertaining to the land with the new name of the petitioner Company by addition of word 'private' without payment of any stamp duty and registration charges."
13. The principles which have been laid down in the aforesaid cases are to the effect that mere change of name of the company in light of the provisions of the Companies Act does not require fresh registration or execution of fresh deed or title deed in respect of the property held by the company hence registration under Section 17 of the Registration Act is not required, nor is stamp duty required to be paid thereupon. Change of name of Signature Not Verified Signed by: SHILPA NAAGDEVE Signing time: 02-Sep-25 6:05:54 PM NEUTRAL CITATION NO. 2025:MPHC-IND:24259 8 WP-24955-2018 Company does not result in transfer of any right, title and interest in any immovable property. The impugned orders have also been passed only for the reason of change of name of the petitioner company from M/s Commercial Engineers and Body Builders Company Private Limited to Commercial Engineers and Body Builders Company Limited, on the basis of which it has been held that the amended lease deed presented by the petitioner for registration requires stamp duty thereupon as directed. The same in view of the aforesaid judgements cannot be upheld.
14. Consequently, the impugned order dated 04.12.2015 passed by respondent No.3 and the order dated 19.06.2018 passed by respondent No.1 cannot be sustained and are accordingly quashed.
15. The petition stands allowed and disposed off.
(PRANAY VERMA) JUDGE Shilpa Signature Not Verified Signed by: SHILPA NAAGDEVE Signing time: 02-Sep-25 6:05:54 PM