The court ruled that no stamp duty is payable for change of name in revenue records after amalgamation when the property was not part of the amalgamation scheme.

JUDGMENT :

(Ajay Mohan Goel, J.)

By way of this writ petition, the petitioner has, inter alia, prayed for the following reliefs:-

(i) Issue a writ of certiorari or a writ order or direction in the nature of certiorari quashing the Impugned Clarification Letter issued by Respondent No.1 to Respondent No.2 vide Office Order No.Rev. Stamp (F)1-1/2005-IV dated 03/08/2022;

(ii) Issue a writ of certiorari or a writ order or direction in the nature of certiorari quashing the Impugned Directive issued by Respondent No.2 to Respondent No.3 vide Office Order No.PSH/11-NA (Misc-118)/2020-14 dated 09/01/2023;

(iii) Issue a writ of mandamus, or a writ, order, or direction in the nature of mandamus, declaring that Respondent No. 3 is not entitled to claim, and the Petitioner Company is not liable to pay, any stamp duty for recording the change of name in the revenue records.

(iv) Direct the Respondents to record the change of name of the Petitioner Company from M/s Purolator India Ltd. to that of M/s. Mahle Anand Filter Systems Pvt. Ltd. in the Revenue Records.”

2. In brief, facts necessary for the adjudication of this petition are that the petitioner-Company was initially incorporated in the name and style of Purolatoer India Limited on 16.04.1966 under the COMPANIES ACT , 1956. It purchased two residential plots i.e. MIG 39 and MIG 40 in Housing Colony Sector-1 Parwanoo from Himachal Pradesh Housing Board. The petitioner and Himachal Pradesh Housing Board executed two separate conveyance deeds qua these flats on 17.08.1988. In the year 2008, M/s Mahle Filter Systems India Private Limited filed a scheme of amalgamation before the Delhi High Court for amalgamating it with Purolator India Limited. The amalgamation scheme was sanctioned by the Delhi High Court on 27.05.2008. In terms of the amalgamation scheme, it was provided that the Transferee Company shall be substituted with the name of Transferor Company and the Transferee Company will make necessary application to the concerned Registrar of Companies and other competent Authorities, if any, to give effect to the said change of name. Pursuant thereto, after completing the necessary formalities in accordance with law, Purolator India Limited approached the Registrar of Companies, National Capital Territory of Delhi and Haryana for change of name and fresh certificate of incorporation consequent upon change of name was issued in favour of the petitioner-Company in terms of Annexure-4, dated 04.09.2008. This was followed by issuance of a fresh certificate of incorporation consequent upon conversion from Public Company to Private Company in the name and style of Mahle Filter Systems India Private Limited as per Annexure-5, dated 31.03.2015 and Mahle Anand Filter Systems Private Limited in terms of the certificate of incorporation pursuant to change of name dated 21.08.2018 (Annexure-6). Presently, the grievance of the petitioner, i.e. Mahle Anand Filter Systems Private Limited (formerly Purolator India Limited) is that it has approached the concerned Authorities for recording the change of name of the petitioner-Company in revenue records as far as the two MIG flats owned by it in Parwanoo are concerned, however, the respondents are demanding stamp duty for fresh registration of the said flats in the name of the petitioner-Company.

3. Learned counsel for the petitioner submitted that the demand of the respondents is completely unjustified. Learned counsel referred to the impugned communications dated 03.08.2022 and 09.01.2023 and submitted that the Authorities are misconstruing the request of the petitioner- Company for the reason that it is not as if the MIG flats were initially belonging