JUDGMENT :

ARAVIND KUMAR, J.

1. These stamp references are made under Section 54(1A) of the Gujarat Stamp Act, 1958 (hereinafter referred to as ‘the Stamp Act’) by the Chief Controlling Revenue Authority, Gujarat State, Gandhinagar for the opinion of this Court.

2. Though questions of law in each of this stamp reference would overlap, the facts in each case and would differ partially and as such, the facts are narrated independently and the questions of law are dealt with collectively.

RE: STAMP REFERENCE No. 1 OF 2020

3. A scheme of amalgamation between Holcim (India) Private Limited with Ambuja Cement Limited was presented before this Court for sanctioning the said scheme. The said scheme came to be sanctioned by the Company Court i.e. High Court of Gujarat on 18.3.2014 and pursuant to the same, the applicant – Ambuja Cement Limited filed an application dated 15.5.2014 before the Collector under provisions of Section 31(1) of the Stamp Act seeking opinion as to proper stamp duty leviable on the order of sanction of the scheme by the Company Court. The Collector, by order dated 26.2.2019, ordered for recovering deficit stamp duty of Rs.15 crore along with penalty of Rs.3 crore from the applicant company on the order of sanctioning the scheme dated 18.3.2014 passed by the Company Court.

4. Being aggrieved by the aforesaid order dated 26.2.2019 passed by the Collector & Additional Superintendent of Stamps, the applicant challenged the same under Section 53(1) of the Stamp Act before the Chief Controlling Revenue Authority who, by order dated 19.11.2019, confirmed the order passed by the Collector dated 26.2.2019 after giving opportunity of hearing to the applicant by raising seven (7) questions of law. Hence this reference.

RE: STAMP REFERENCE No. 2 OF 2020

5. A composite scheme of arrangement of transfer of ‘Windmill Division of Troikaa Pharmaceuticals Limited (TPL) with Troikka Exports Private Limited (TEPL) and amalgamation of residual TPL with TEPL came to be presented before this Court by TPL for sanction of the scheme by filing Company Petition No.17 of 2016 in Company Application No.334 of 2018 with Company Petition No.18 of 2016 in Company Application No.333 of 2016.

6. The Company Court sanctioned the said scheme fully vide common order dated 9.3.2016.

7. Pursuant to the sanction of the scheme, TEPL was converted into a public limited company and was renamed as Troikka Exports Private Limited. Subsequently on 15.6.2016, TEP was renamed as Troikaa Pharmaceuticals Limited which was duly certified by the Registrar of Companies.

8. Pursuant to the sanction of the scheme by the Company Court on 9.3.2016, TPL filed an application dated 13.5.2016 before the Collector & Additional Superintendent of Stamps seeking opinion and adjudication as to proper stamp duty leviable on the order dated 9.3.2016 – order of sanction of the scheme by the Company Court.

9. The Collector, by communication dated 8.7.2016, intimated the applicant that stamp duty payable on the said instrument was Rs.4,87,50,049/- and by said letter called upon the applicant – TPL to pay the stamp duty. The applicant forwarded a communication dated 30.7.2016 to the Collector raising objections to the same. It is thereafter Collector passed an order on 19.8.2016 and opined the stamp duty as intimated already by letter dated 8.7.2016 was payable on the said instrument.

10. Being aggrieved by and not satisfied with the order passed by the Collector & Additional Superintendent of Stamps, the applicant – TPL challenged the said order before the Chief Controlling Revenue Authority. The said authority after giving opportunity to the applicant passed an order on 19.11.2019 confirming the order passed by the Collector and as such, reference has been sought by the applicant and accordingly two (2) questions have been referred to this Court for opinion.

RE: STAMP REFERENCE No. 3 OF 202