Kerala High Court
Swasraya Ponnani Private Limited vs The District Registrar General on 26 August, 2022
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR. JUSTICE T.R.RAVI
FRIDAY, THE 26TH DAY OF AUGUST 2022 / 4TH BHADRA, 1944
WP(C) NO. 22821 OF 2022
PETITIONER:
M/S.SWASRAYA PONNANI PRIVATE LIMITED
[INCORPORATED UNDER THE COMPANIES ACT, 2013
WITH CIN 52520KL2020PTC064919]
PONNANI PO, MALAPPURAM DT,
REPRESENTED BY ITS DIRECTOR
MR. ABDUL LATHEEF KALAKARA,
AGED 52 YEARS, S/O MUHAMMED, KALAKARA HOUSE,
NAITHALLUR, EASWARAMANGALAM P.O,
PONNANI, MALAPPURAM DT. PIN CODE 679 573.
BY ADVS.
SHOBY K.FRANCIS
AGI SHOBY
RESPONDENTS:
1 THE DISTRICT REGISTRAR (GENERAL)
OFFICE OF THE DISTRICT REGISTRAR (GENERAL),
MALAPPURAM PO, MALAPPURAM DT. PIN CODE 676 505.
2 THE SUB-REGISTRAR,
OFFICE OF THE SUB-REGISTRAR, PONNANI PO,
PONNANI, MALAPPURAM DT. 679 577.
SMT. C. S. SHEEJA, SR.GP.
THIS WRIT PETITION (CIVIL) HAVING COME UP FOR ADMISSION ON
26.08.2022, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING:
WP(C) NO. 22821 OF 2022
2
T.R.RAVI, J.
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WP(C) No.22821 of 2022
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Dated this the 26th day of August, 2022
JUDGMENT
Admit. Government Pleader takes notice for the respondents.
2. The petitioner who was originally incorporated as a public
limited company later got converted into a private limited
company as per Ext.P2 order issued by the Regional Director,
Ministry of Corporate Affairs, Southern Region, Chennai.
Consequently, the name of the company was also changed
incorporating the word 'private limited'. The petitioner presented
Exts.P6 and P7 rectification deeds seeking correction on the
documents in so far as they relate to the name of the company. The
grievance of the petitioner is that the request has been rejected
stating that there is transfer involved and the document has to be
treated as a conveyance deed and stamp duty has to be assessed
as applicable to a conveyance deed. The petitioner has challenged
Exts.P10 and P11 and requested for reconsideration of the issue. It
is seen from Exts.P10 and P11 that the concerned officer has not
considered the effect of the permission granted as per Ext.P2 to
WP(C) NO. 22821 OF 2022
convert the company as a private limited company. It is trite law
that a company is a legal person and its character as a person
does not change merely because its liability is limited or otherwise
or whether it is a public company or a private company. Nor does
it change by the change of the name of the company. In such
circumstances, Exts.P10 and P11 are legally faulted and liable to
be set aside.
3. The writ petition is hence allowed. Exts.P10 and P11 are
quashed. The respondents are directed to reconsider the
application submitted by the petitioner particularly in the light of
the fact that a company is a legal entity and as long as the
registration does not change, the company remains to the same
whether it is public limited or private limited. The 2 nd respondent
shall also take into consideration the orders whereby the
conversion was permitted. Necessary orders shall be issued within
two months from the date of receipt of a copy of this judgment.
Sd/-
T.R.RAVI
JUDGE
sn
WP(C) NO. 22821 OF 2022
APPENDIX OF WP(C) 22821/2022
PETITIONER'S EXHIBITS
Exhibit P1 TRUE COPY OF CERTIFICATE OF REGISTRATION
DATED 11-10-2020 ISSUED BY THE ASST.
REGISTRAR OF COMPANIES.
Exhibit P2 TRUE COPY OF THE ORDER DATED 1-3-2022 ISSUED
BY THE REGIONAL DIRECTOR, MINISTRY OF
CORPORATE AFFAIRS TO THE PETITIONER.
Exhibit P3 TRUE COPY OF COMPANY MASTER DATA DATED NIL OF
THE PETITIONER COMPANY
Exhibit P4 TRUE COPY OF REGISTERED SALE DEED NO.
2009/2022 DATED 13-4-2022 REGISTERED ON
18-4-2022 OF SRO PONNANI
Exhibit P5 TRUE COPY OF THE REGISTERED SALE DEED NO.
2010/2022 DATED 13-4-2022 REGISTERED ON
18-4-2022 OF SRO PONNANI.
Exhibit P6 TRUE COPY OF RECTIFICATION DEED DATED
16-5-2022 WITH RESPECT TO THE DOCUMENT NO.
2009/2022 SUBMITTED BY THE PETITIONER BEFORE
THE 2ND RESPONDENT. .
Exhibit P7 .TRUE COPY OF RECTIFICATION DEED DATED 16-5-
2022 WITH RESPECT TO THE DOCUMENT NO.
2010/2022 SUBMITTED BY THE PETITIONER BEFORE
THE 2ND RESPONDENT.
Exhibit P8 TRUE COPY OF APPLICATION DATED 7-6-2022 WITH
RESPECT TO THE DOCUMENT NO. 2009/2022
SUBMITTED TO THE 1ST RESPONDENT.
Exhibit P9 TRUE COPY OF APPLICATION DATED 7-6-2022 WITH
RESPECT TO THE DOCUMENT NO. 2010/2022
SUBMITTED TO THE 1ST RESPONDENT.
Exhibit P10 TRUE COPY OF ORDER NO. DRGMPM/1109/2022-G2
DATED 17-6-2022 PASSED BY THE 1ST RESPONDENT.
WP(C) NO. 22821 OF 2022
Exhibit P11 TRUE COPY OF ORDER NO. DRGMPM/1110/2022-G2
DATED 17-6-2022 PASSED BY THE 1ST RESPONDENT.
Exhibit P12 TRUE COPY OF PAN CARD OF THE PETITIONER
COMPANY DATED NIL WITH NUMBER ABECS6163Q
RESPONDENT'S EXHIBITS : NIL
//TRUE COPY// PA TO JUDGE
