Point of Law ; Where partnership Firm became a private limited liability partnership, categorically held that the stamp duty /registration fee cannot be levied upon conversion of partnership firm to a limited liability partnership firm.

JUDGMENT :

Sandeep Sharma, J.

Being aggrieved and dissatisfied with communication dated 13.01.2016 (Annexure P-2), whereby request made by petitioner vide communication dated 22.05.2015, (Annexure P-7) seeking change in the name of the Company from “INOX AIR PRODUCTS LTD” to “INOX AIR PRODUCTS PRIVATE LIMITED” came to be rejected, petitioner-Company has approached this Court in the instant proceedings filed under Article 226 of the Constitution of India, praying therein for following reliefs:-

“a) Issue a writ in the nature of Certiorari or any other appropriate writ, order or direction quashing the impugned order dated 13.01.2016, Annexure P-2.

b) Issue a writ in the nature of mandamus or any other appropriate writ, order or direction commanding the respondents to record the name of the petitioner M/s Inox Air Products Pvt. Ltd in place of M/s Inox Air Products Ltd. in the revenue record as also all other relevant record of the State Govt.”

2. Precisely the facts, which are relevant for the adjudication of the present case are that M/s Superior Air Products Limited was granted permission for establishing industrial unit under S.118 of the Himachal Pradesh Tenancy and Land Reforms Act in 1994 to purchase land at Barotiwala, on which present the petitioner is operating, as is evident from letter dated 5.1.1995 (Annexure P-3). Management of M/s SAPL was taken over by M/s Inox Air Products Limited (IAPL) on 1.4.2000 and aforesaid Superior Air Products Limited was amalgamated with Inox Air Products Limited, pursuant to order dated 10.1.2002 passed by this Court in Company Petition No. 13 of 2001. Simultaneously, Superior Air Products Limited also filed an amalgamation petition before the Bombay High Court under Ss. 391/394 of the Companies Act, which was allowed on 21.3.2002. 3. On 5.7.2002, Superior Air Products Limited submitted a request to the Tehsildar concerned for effecting change in the name of company in the revenue record, which was accordingly changed by the concerned revenue authority.

4. Record reveals that the petitioner company took steps for conversion from “Public Limited” to “Private Limited” and sought necessary permission from the Central Government, which was granted vide letter dated 11.4.2015 and a Certificate of Incorporation dated 11.4.2015 was issued by the Registrar of Companies Mumbai (Annexure P-6) and name of the petitioner was changed to “Inox Air Products Private Limited”.

5. As per petitioner, after conversion of the petitioner from a “public limited” to “private limited’ company, its management, corporate structure etc. remained the same, having no effect on its debts, liabilities or contractual obligations which would remain binding and in force.

6. Vide letter dated 22.5.2015 (Annexure P-7), the petitioner requested respondent No.3 to change the name of the company in its records and issue a fresh fard, consequent to change of petitioner from a “public limited” to “private limited” company. It may be noted here that the petitioner also applied to various other departments like Income Tax Department, Central Excise Division, Directorate of Industries, Excise & Taxation Department etc, for change of its name. A new PAN was also issued by the Income Tax Department (Annexure P-8), in the name of new entity.

7. Vide letter dated 22.5.2015, respondent No.2 effected change of name of the petitioner company in its records and advised vide letter dated 6.6.2015 (Annexure P-9) to obtain other administrative and statutory approvals. On 30.6.2015, petitioner received a letter from Additional District Magistrate Solan regarding submission of LR-XIV form of both the companies, affidavits, recommendation of Department of Industries, original revenue papers and memorandum and article of association of M/s Inox Air Products Private Limited (Annexure P-10). Petitioner accordingly submitted all the required documents, except LR-XIV form vide letter dated 2.7.2015 (Annexure P-11). It was informed by the petitioner that sin