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IN THE HIGH COURT OF KERALA AT ERNAKULAM
VIJU ABRAHAM, J.
M/s. Kimshealth Executive Leisure Pvt. Ltd. - Petitioner
Versus
The Village Officer, Attipra Village, Thiruvananthapuram & Ors. - Respondents
WP(C) No. 28043 of 2022
Decided On : 04-06-2024
Change of Name - Company - Companies Act, 1956, Companies Act, 2013, Transfer of Registry Rules, 1966 - The court discussed the provisions of the Companies Act, 1956 and 2013, Transfer of Registry Rules, 1966, and relevant case laws to determine the legality of changing the name of a company and its impact on revenue records.
Fact of the Case:
The petitioner, a company, sought a direction to change its name in revenue records following a change of name as per the certificate of incorporation. The revenue authorities declined the change, citing the absence of a sale deed transferring the properties in the petitioner's name.
Finding of the Court:
The court found that the change of name as permitted by the Registrar of Companies did not involve a transfer of assets and therefore, no stamp duty or registration fees were payable. The court set aside the authorities' decision and directed the change of the petitioner company's name in the revenue records.
Issues: The issues involved the legality of changing the company's name and its impact on revenue records, specifically regarding the requirement of a sale deed for mutation.
Ratio Decidendi: The court held that the change of name as permitted by the Registrar of Companies did not involve a transfer of assets, and therefore, no stamp duty or registration fees were payable. The court also emphasized that the absence of a specific provision under the Transfer of Registry Rules should not deter the authorities from accepting the application and acting upon it.
Final Decision: The court allowed the writ petition, set aside the authorities' decision, and directed the change of the petitioner company's name in the revenue records within an outer limit of one month.
JUDGMENT :
The above writ petition has been filed challenging Exts.P9 and P13 and for a direction to the 2nd respondent to change the name of the petitioner company in the revenue records in tune with Ext.P5 certificate of incorporation pursuant to change of name.
2. Brief facts necessary for the disposal of the writ petition are as follows: Petitioner is a company incorporated under the Companies Act, 1956 and represented by its Director. It is averred that an extent of 40.46 Ares equivalent to one acre of land comprised in old survey nos.960(A), 960(B) and 961(1) in block no.17, re-survey no.235/8 of Attipra Village was purchased by M/s.Kenton Leisure Services Pvt. Ltd. as per Ext.P1 sale deed no.1005/99 of SRO, Kazhakkoottam dated 27.04.1999. The said company also purchased an extent of 4.55 Ares equivalent to 11.250 cents in old survey no.961/1 and in block no.17 and re-survey no.235/7 as per Ext.P2 sale deed no.1006/99 of SRO, Kazhakkoottam dated 27.04.1999. The aforesaid company has effected mutation and paying land tax for the property found on measurement in the re-survey, i.e., 40.10 Ares in resurvey no.235/8 and 2.88 Ares in re-survey no.235/7-1 in T.P.No.7036 of Attipra Village as evident from Ext.P3. The said company is also paying property tax for the building in the said property bearing door no.98/3604 as evident from Ext.P4. The name of the said company, viz., Kenton Leisure Services Pvt. Ltd. was changed to M/s.KIMS Health Executive Leisure Pvt. Ltd. as per Ext.P5 certificate of incorporation dated 17.02.2022 issued by the Registrar of Companies, Ernakulam. Petitioner in the above circumstances submitted Ext P6 to P8 representations dated 30.07.2022 before respondents 1 and 2 and also before the Tahsildar (Land Records) for change of name of pattadar of the aforesaid property in the revenue records in tune with Ext.P5. The 1st respondent however issued Ext.P9 notice dated 10.08.2022 declining to effect change of name raising unsustainable contentions. According to the 1st respondent, the petitioner had purchased only the shares of M/s.Kenton Leisure Services Pvt. Ltd. and for effecting mutation in favour of the petitioner in accordance with the Transfer of Registry Rules, 1966, a sale deed transferring the properties in the name of the petitioner is required and action would be taken on the request in the event of production of such sale deed. It is contended that the said stand taken by the 1st respondent is absolutely arbitrary and illegal. Ext.P5 certificate is an authority for change of name of the petitioner in the revenue records and respondents are bound to effect changes in accordance with Ext.P5. It is contended that the issue is settled by the judgment in Park Residency v. State of Kerala, 2013 (1) KLT 855 as well as Exts.P10 and P11 judgments. This Court as per Ext.P12 interim order directed the 2nd respondent to consider and pass orders on Ext.P7 application in the light of the judgments referred above but the 2nd respondent rejected the application as per Ext.P13 order. The finding in Ext.P13 order that though the properties of M/s.Kenton Leisure Services Pvt. Ltd. has been transferred in the name of M/s.KIMS Health Executive Leisure Pvt. Ltd., no document has been produced to effect mutation as provided Rule 3(a) of the Transfer of Registry Rules, 1966 and the said stand is against the judgment in Park Residency’s case cited supra and Exts.P10 and P11 judgments.
3. A detailed counter affidavit has been filed by the 2nd respondent wherein it is contended that as per the records, land having an extent of 40.46 Ares comprised in block no.17, re-survey no.235/8 and 235/7 of Attipra Village is under the ownership of Kenton Leisure Services Pvt. Ltd., which is obtained as per sale deed nos.1005/99 and 1006/99 of Kazhakkoottam SRO. The aforesaid company had been paying tax with respect to the land mentioned above, under Thandaper No. 7036, up to 2021-2022. In order to effect change in the Thandaper account
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