SYED ASGHAR HAIDER, J. - The petitioner is a limited company duly incorporated in accordance with law, it commenced business in August, 1991 and is governed by the provisions of Companies Ordinance, 1984. Initially being a corporate entity, it was working , under the name and style, Sharif Spinning Mills Ltd) through the then, Chief Executive, Haji Muhammad Sharif, it purchased property, which has been mentioned in para (ii)(a) of the petition,- measuring 136 kanals, 18 marlas.
Pursuant to a special resolution by the share-holders, the name of the company as changed from Sharif Spinning Mills Ltd. To Hira Textile Mills Ltd.; this change was duly approved by the Corporate Law Authority on 14.6.1995 and a certificate in this context was duly issued on 21.7.1996, thus for all intents and purposes the name of Hira Textile Mills Ltd. Stood substituted with earlier name of the company, Sharif Spinning Mills Ltd. In 1996 the petitioner moved an application to the Assistant Commissioner, Kasur, requesting that the change of name be incorporated in the revenue record, the request was acceded to and a letter bearing No. AC/CC/1914, dated 19.3.1996, was issued in this context and a direction was also issued to the concerned Patwari to incorporate the necessary change. On 21.2.2007 an application was moved to respondent No. 2 praying that despite incorporation of the name in the Roznamcha Waqiati, the needful has not been done. The application was forwarded to respondent No.1, who directec respondent No. 2 to proceed further in the matter in accordance with law, but instead of acceding to the request of the petitioner, the revenue staff stated that the petitioner was a new entity and, therefore, it was required to get a formal sale-deed registered in its name, and thereafter the necessary change shall be incorporated in the revenue record. According to the petitioner the demand made by the respondents is illegal and ultra vires of law, hence, this petition.
2. The learned counsel for the petitioner contended, inter alia, that the petitioner is governed by the Companies Ordinance, 1984, it is body corporate and a legal entity, therefore, it is empowered under Sections 39 and 40 of the same, to change its name as and whenever it so desires, after fulfilling legal and codal formalities. In the instant case the same was duly done as is reflected from Annex. D and E (letters issued by the Corporate Law Authority and Securities and Exchange Commission of Pakistan).
3. The learned AAG contested the contentions of the petitioner's counsel to plead that former entity, Sharif Spinning Mills Ltd., was a separate entity with a different Chief Executive and the present entity is totally different, therefore, the request for change in revenue record was rightly declined. To further augment his submission he stated that the petitioner is governed by the Land Revenue Act, 1967 (See. 114), therefore, unless a formal sale-deed is executed no mutation can be sanctioned. To support his contention the learned AAG referred to Mazhar Iqbal v. Falak Naz and 2 others (PLJ 2001 Lahore 334) and Mst. Nasima Fatima v. Bashir Ahmad and others (2008 S.C.M.R. 644).
4. Heard.
5. The main point for adjudication and decision in the instant petition is as to whether the petitioner is governed by the provisions of the Companies Ordinance, 1984 and is there a conflict between the Companies Ordinance, 1984 and the Land Revenue Act, 1967, and is the petitioner required to get a formal sale-deed executed for incorporation of change in its name in the revenue record or not.
Perusal of record appended with the writ petition clearly reflects that the petitioner company initially was incorporated as Sharif Spinning Mills Ltd., the Chief Executive was Haji Muhammad Sharif and a certificate to this effect was duly issued by the Corporate Law Authority (now Securities and Exchange Commission of Pakistan) on 10.8.1991, therefore, the petitioner is body corporate and legal entity. -It also is clear that in view of the incorporation referred to above, the petitioner company is governed by the provisions of the Companies Ordinance, 1984. Section 39 of the Companies Ordinance clearly envisages and authorizes a company to change the name, if it so desires with the approval of the Registrar and Section 40 authorizes registration of the name and its effect thereon. Thus, after invoking these provisions the company opted to change its name from Sharif Spinning Mills Ltd. To Hira Textile Mills. Ltd. But remains the same legal entity.
6. Section 114 of the Land Revenue Act, 1967, is applicable to recovery of arrears of land revenue. In the instant matter the company has not in any manner prayed for remission qua arrears of land revenue nor is it the case of the respondents that it has defaulted in this context, therefore, this- provision is inapplicable to the present dispute, thus, the precedents referred to Mazhar Iqbal v.
Falak Naz and 2 others. (PLJ 2001 Lahore 834) and Mst. Nasirna Fatima v. Bashir Ahmad and others (2008 S.C.M.R. 644) are inapplicable.
7. Section 17(1) of the Registration Act embodies the documents, which are required to be compulsorily registered, they are:--
(a) Instruments of gift of immovable property;
(b) Other non-testamentary instruments which purport or operate to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent, of the value of one hundred rupees and, upwards, to or in immovable property; Explanation.--- In the case of an assignment of a mortgage the consideration for the deed or assignment shall be deemed to be the value for registration;
(c) non-testamentary instruments (other than the acknowledgment of a receipt or payment made in respect of any transaction to which an instrument registered under clause (o) relates) (Added ibid) which acknowledge the receipt or payment of any consideration on account of the creation, declaration, assignment, limitation or extinction of any such right, title or interest; and
(d) lease of immovable property from year to year; or for any term exceeding one year, or reserving a yearly rent: Provided that the (Provincial Government) may, by order published in the (official Gazette), exempt from the operation of this sub-section any lease executed in any district, of part of a district, the terms granted by which do not exceed five years and the annual rents reserved by which do not exceed fifty rupees.
(e) non-testamentary instruments transferring or assigning any decree or order of a Court or any award when such decree or order Or award purports or operates to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or Interest, whether vested or contingent or the value of one hundred rupees and upward, to or in immovable property:)
Section 17(2) is an exception to clauses (d) and (c) as contained in Section 17(1). Section 17(2) relates to companies and it reads as under:--
(2) Nothing in clauses(d) and (c) of sub-section (1) applies to-
(i) any composition deed; or
(ii) any instrument relating to shares in a Joint Stock Company, notwithstanding that the assets of such Company consists in whole or in part of immovable property; or '
(iii) any debenture issued by any such Company and not creating, declaring, assigning, limiting or extinguishing any right title or interest, to or in immovable property except insofar as it entitles the holder to the security afforded by a registered instrument whereby the Company has mortgaged, conveyed or otherwise transferred the whole or part of its immovable property or any interest therein to trustees upon trust for the benefit of the holders of such debentures; or
(iv) any endorsement upon or transfer of any debenture issued by any such Company; or
(v) any document not itself creating, declaring, assigning, limiting or extinguishing any right, title or interest of the value of one hundred rupees and upwards to or in immovable property, but merely creating a right to obtain another document which will, when executed, create, declare, assign, limit or extinguish any such right, title or interest; or
(vi) ..................
As is clear from the contents of this petition that the petitioner company has not ventured or undertaken any exercise violating the exceptions contained- in Section 17(2) because no transfer of immovable property has taken place, the identity of the petitioner is same, therefore, it falls within the exception to Section 17 of the Registration Act, as such it is not required to get any sale- deed registered. It also is equally clear that the petitioner company acted under Sections 3.9 and 40 of the Companies Ordinance, 1984, which do not contemplate transfer of any property.
Therefore, this petition is allowed as prayed for. No orders as to costs.