The petitioner is a private limited company. A private limited company, by name, Sunny Jacob Builders and Developers Private Ltd. was the owner of the property having an extent of 18.01 ares in Re Sy.No.16, Block No.206 of Kollam West Village (Old Sy.No.7679). Sri.Sunny Jacob and his wife Smt.Magi Sunny, who were holding the entire 10,000 equity shares in the company, have transferred the entire equity shares in favour of E.J.David and his wife Smt.Magi David for value. Accordingly the entire shares were transferred in the name of E.J.David and his wife Smt.Magi David. Thereafter, Sri.Sunny Jacob and Smt.Magi Sunny resigned from the post of Managing Director and Director of the company, by name, Sunny Jacob Builders and Developers Private Ltd. and Sri.E.J.David and Smt.Magi David were appointed as the Directors of the Company. As per the resolution dated 1.10.2013 of the Board meeting of Sunny Jacob Builders and Developers Private Ltd., it was decided to change the name of the company as 'Edassery Group of Hotels Private Ltd.', the writ petitioner herein. On account of the change of the name of the company, the company approached the revenue officials for effecting changes in the Transfer of Registry in order to enable the petitioner company to remit the basic tax, etc. periodically. A true copy of the application is Ext.P3. That application was refused by the Additional Tahsildar, Kollam by way of Ext.P4. It is stated in Ext.P4 that on account of transfer of shares, a corresponding change need not be effected in the Basic Tax Register as transfer of registry need be effected only when there is a transfer of right in the immovable property. It is challenging Ext.P4 that this writ petition is filed.
2. The learned Government Pleader points out to rule 2 of Transfer of Registry Rules, 1966, which reads as follows:
“2. Transfer of Revenue Registry takes place either-
(1) by voluntary action of the owners
(2) by virtue of decrees of Civil Courts or by Revenue sales, or
(3) by succession.”
According to the learned Government Pleader only when there is a transfer of title by any mode recognised by law, a change can be effected in transfer of Registry.
3. On the other hand, the learned counsel appearing for the petitioner relies on the judgment of this Court in Park Residency (M/s), Ernakulam v. State of Kerala and Others [2013 (1) KHC 767] and also the judgment of the Calcutta High Court in Economic Investment Corporation Ltd. v. Commissioner of Income-Tax, West Bengal and Others [1970 (40) Comp. Cas 165] and submits that by a mere change of the name of the company, the constitution of the company is not changed. The only thing that is changed is its name. All the rights and obligations under the law of the old company pass to the new company. The new company holds the assets and all the property belonging to the old company under a new label and not only the rights but also the obligations including the obligation to pay income-tax belonging to the old company, pass on to the new company. The company is a juridical person and a different legal person. The character of the legal person would be determined only in the manner under the provisions of company law. The transfer of shares can be effected subject to any restriction imposed under the relevant provisions. But that does not change the personality of a company. The legal person is one and the same. Therefore there is no transfer in a sense of transfer of right or interest in the immovable property.
4. What is sought by the petitioner in Ext.P3 is to effect changes corresponding to the changes effected on account of the name of the legal person. In fact, this is not an application even not coming under the Transfer of Registry Rules. This is on account of the change of the name of the legal person and it does not involve any transfer at all. Therefore without the aid of transfer of Registry on account of the change of the name of the legal person, corresponding changes has to be effected in the records for the fiscal purposes. This is for convenience and for the purpose of records. Therefore, Transfer of Registry Rules has no application as there is no transfer of right or interest as such in the immovable property.
5. In view of the above, Ext.P4 is set aside. There shall be a direction to the second respondent to effect changes corresponding to the changes effected in the name of the company in accordance with the Companies Act as evidenced from Ext.P1. Needful shall be done within a period of two weeks.
The writ petition is disposed of as above.
vpv
Sd/-
A.MUHAMED MUSTAQUE JUDGE