Amar, Akash and Ashish were the owners of a coffee estate in Munnar. They registered a new company called Mandoli Coffee Estate Private Limited and transferred their coffee estate to the newly formed company. They claime

CS Executive · Company Law · PYQS · June 2023
Amar, Akash and Ashish were the owners of a coffee estate in Munnar. They registered a new company called Mandoli Coffee Estate Private Limited and transferred their coffee estate to the newly formed company. They claimed exemption from paying Registration charges and Stamp duty on the ground that since they were the only shareholders of the company, the transaction was nothing but transfer by them from one name to themselves in another name. Referring to the provisions of Companies Act, 2013, is their claim tenable?

Answer & Explanation:

The facts of the case is similar to the case Re. Kandoli Tea Co Ltd (1886) ILR 13 Cal 43, which is even earlier than the celebrated case law in Salomon v Salomon Co Ltd, the Calcutta High Court rejected their plea and observed that the company was a separate person, a separate body altogether different from the shareholders and the transfer was as much a conveyance, a transfer of property, as if the shareholders were totally different persons. It was recognized as the principle of "Lifting of the corporate veil." According to this principle the company is a separate legal entity which confers its own rights and duties. Based on the well settled principle that a company is a separate, distinct juristic person different from its shareholders, the argument of Amar and others, are not tenable.

Topics: Company Law Principles

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