Stamp duty leviable on single NCLT sanction order of composite amalgamation as instrument, not underlying transactions; Section 5 inapplicable even for multiple transferors.

JUDGMENT :

SHARMILA U. DESHMUKH, J.

1. Rule. With consent, Rule made returnable forthwith and taken up for final disposal.

2. Vide judgment dated 20^th January, 2026, this Court had allowed the Petition setting aside the impugned order dated 25^th March, 2019 and 12^th September, 2022. Subsequently, an Interim Application was moved seeking expunging of paragraphs 7, 13, 20, and 21 of the judgment dated 20^th January, 2026. The paragraphs sought to be expunged recorded the submissions of Mr. Sakhardande, learned senior advocate for the Petitioner that the National Company Law Tribunal, Chennai (for short ‘NLCT Chennai’) order was lodged for adjudication in Chennai and stamp duty has been accordingly paid in Chennai and the findings of this Court on the said submissions.

3. This Court in earlier round of litigation had supported its findings by taking into consideration that the adjudicating authorities in Maharashtra cannot assess the stamp duty leviable on the NCLT, Chennai order as necessary stamp duty on the sanctioned order of NCLT Chennai Bench had already been paid. Though Mr. Sakhardande would submit that the said paragraphs are severable from the rest of the judgment, after hearing Mr. Sakhardande and learned AGP, this Court thought it fit to recall the order of 20th January, 2026 and hear the matter afresh. Accordingly, the order of 20^th January, 2026 was recalled and matter was heard afresh.

FACTUAL MATRIX:

4. Briefly stated the facts of the case are that by the impugned orders dated 12^th September, 2022 and 25^th March, 2019, the Respondent Nos 1 and 2 had assessed the stamp duty of Rs. 50,00,000/- on the instrument lodged for adjudication, which was the order of National Company Law Tribunal, Mumbai Bench (for short “NCLT, Mumbai”) dated 8^th October, 2018 sanctioning a composite scheme of amalgamation of INA Bearings India Private Limited (for short “INA Bearing”) and LuK India Private Limited (for short “LuK India”) with the Petitioner Company under the provisions of Section 230 to 232 of the Companies Act, 2013.

5. The scheme of amalgamation proposed the transfer of entire business of LuK India and INA Bearings to the Petitioner as a ‘going concern”, in consideration whereof the Petitioner was to issue equity shares to the shareholders of INA Bearings and LuK India priced at INR 5,853 per share. As LuK India was based in Hosur, Tamil Nadu, Company Petition came to be filed before NCLT, Chennai Bench, which had the jurisdiction to sanction the scheme qua LuK India. NCLT, Chennai Bench sanctioned the scheme vide order dated 13^th June, 2018. The Petitioner and INA Bearings being located in Maharashtra filed similar Company Petition before NCLT, Mumbai Bench, which sanctioned the scheme vide order dated 8^th October, 2018. The order of 8^th October, 2018 of the NCLT, Mumbai bench directed lodging of the certified copy of the order alongwith the copy of the Scheme for adjudication.

6. In pursuance thereof, the Petitioner lodged the order of sanction dated 8^th October, 2018 for adjudication on 27^th November, 2018 accompanied by an affidavit of the Company Secretary of the Petitioner setting out the necessary details of the sanctioned scheme, including the shares al