Important Point
Conveyance within meaning of Section 2(g)(iv) can be said to have been created at such point of time when BIFR granted sanction.

A Scheme of Amalgamation of one M/s. Usman Paper Mills with the petitioner company was sanctioned under Sections 391 and 394 of the Companies Act, 1956 by the Company Court by common order dated 29th October, 2004 passed in Company Petition No.04 of 2004 and Company Petition No.05 of 2004. In view of definition of “conveyance” in Section 2(g)(iv) of the Bombay Stamp Act, 1958 (now the Gujarat Stamp Act, 1958), the order was liable to payment of stamp duty, in respect of the properties and assets of transferor company conveyed to and in the name of transferee company, as per Article 20(c) of the Schedule I to the Act. Copy of order was presented before the stamp authority for payment of stamp duty. The stamp authorities took view that the same was presented after period of one year contemplated under Section 40 of the Stamp Act.

2. The Collector and Superintendent of Stamps by his order dated 03rd July, 2008 required the petitioner to pay deficit stamp duty amount of Rs.05,89,340/- under Article 20(d) and Rs.01,00,000/- towards penalty under Section 39(1)(b) of the Act. Petitioner's Revision thereagainst filed under Section 53(1) of the Act was also dismissed.

2.1 The petitioner company has thus impugned by filing the present petition, the aforementioned order dated 16th June, 2010 passed in Revision Application No.41 of 2008 by the Chief Controlling Revenue Authority-respondent herein, together with aforesaid order dated 03rd July, 2008 of Collector and Superintendent of Stamps.

3. The relevant facts shall be in a nutshell. The aforesaid order of amalgamation dated 29th October, 2004 in the Company Petitions was made subject to the requisite orders by the Board of Industrial & Financial Reconstruction (BIFR). The certified copy was received on 11th January, 2005. The BIFR granted sanction on 07th June, 2005. The order was presented for stamp duty on 17/23rd February, 2006.

3.1 The relevant paras from the aforesaid order dated 29th October, 2004 sanctioning the Scheme of Arrangement in the nature of Amalgamation under Section 301 with Section 394 of the Companies Act are reproduced with relevance.

“.... learned Addl. Central Government Standing Counsel appearing on behalf of the Central Government and Mr. Pranav. G. Desai, learned Advocate appearing on behalf of Dena Bank.

3. Both the Transferor and the Transferee Companies belong to the same group of management. Both are Private Limited Companies. The meetings of the Shareholders of both the Companies and the Creditors of the Transferor Company were dispensed with in view of the consent letters obtained from the Shareholders and the Secured and Unsecured Creditors, approving the Scheme, having been placed on record vide order dated 26/12/2003 in Company Application Nos. 599 & 600 of 2003.

4. After the petitions were admitted the same were duly advertised in Newspapers "Indian Express" (English Daily)-Vadodara Edition and "Gujarat Mitra" (Gujarati Daily)-Surat Edition, on 24/03/2004. The publication in Government Gazette was dispensed with as directed in order dated 11/3/2004. No one has come forward with any objections to the petitions even after publication of the advertisement.

5. Notice of admission of petition of Transferor Company was served on Official Liquidator attached to the High Court of Gujarat. He has placed on record report dated 13/09/2004 along with report of Auditors appointed for the purpose of scrutiny and investigation. The report states that the affairs of the Transferor Company have not been conducted in any manner prejudicial to the interest of Members of the Company or the public interest.

6. Notice of admission of petition of the Transferee Company has also been served on the Central Government and Smt. P.J. Davawala, learned Addl. Central Government Standing Counsel appears for the Central Government. She has placed on record letter dated 20/09/2004 received from the Registrar of Companies, Gujarat along with communication dated 08/09/2004 from the R