Court confirmed that orders sanctioning amalgamation schemes are instruments of conveyance under stamp duty law, allowing states to reduce such duties; however, new computation methods require legislative backing.

JUDGMENT :

Hon'ble Mr.Justice D.Bharatha Chakravarthy

Prayer in W.A.No.758 of 2022 : Writ Appeal filed under Clause 15 of the Letter Patent, to set aside the order dated 12.01.2022 made in W.M.P.No.23193 of 2021 in W.P.No.21979 of 2021.

A. The Petitions:

These Writ Petitions are filed challenging the validity of the Circular dated 20.11.2018, issued by the Inspector General of Registration in No.49282/P1/2018 and / or G.O.(Ms.) No.29, Commercial Taxes and Registration (J1) dated 01.03.2019 and G.O.(Ms.) No.47, Commercial Taxes and Registration (J1) dated 19.02.2020. When some of the Writ Petitions were originally pending before the learned Single Judge, interim orders were passed, directing the registration of documents without prejudice to the rights of parties, upon receiving an undertaking affidavit before the registration authorities. Aggrieved by the interim orders, the Writ Appeals are filed. Subsequently, the Writ Petitions themselves were ordered to be posted before the Division Bench of this Court as the vires of the notification is also challenged. Accordingly, all these matters are taken up together and disposed of by this common Judgment.

B. The Factual Background:

2. To understand the factual matrix, the facts in W.P.No.30363 of 2023 are as follows:-

2.1. The petitioner is Shriram Capital Limited. By an order dated 09.11.2022, the National Company Law Tribunal (in short ‘the Tribunal’) sanctioned and approved a scheme for amalgamation of the petitioners/companies therein with that of Shriram Capital Limited.

2.2 Whileso, the Inspector General of Registration, State of Tamil Nadu, had issued a Circular No.49282/P1/2018 dated 20.11.2018 and thereby clarified that in view of the Judgment of the Hon’ble Supreme Court in Hindustan Lever & Anr Vs. State of Maharashtra & Anr. , (2004) 9 SCC 438 the scheme of arrangement of merger, amalgamation or reconstruction approved under the COMPANIES ACT 2013 would fall within the definition of ‘conveyance’ and such Court Orders upon being presented for registration become leviable with stamp duty. By the said Circular, the Inspector General of Registration, State of Tamil Nadu issued the following directions:-

“3.Thus the aforesaid judicial pronouncements lead to the following conclusions:-

(i) Scheme of arrangements submitted by companies and sanctioned by High Court / registered by competent authorities evidencing transfer of property are classifiable under Article 23 of the Indian STAMP ACT , 1899.

(ii) Consequently such instruments / copy of instrument when presented for registration shall not be registered unless it is unequivocally evident that original instrument is duly stamped.

(iii) If such instrument is found to be not duly stamped, the instrument presented shall be returned to the Presentant, by clearly explaining the aforesaid legal position through a check slip, and also requiring the presentant to produce evidence as to the duly stamping of the original instrument.”

2.3. Thereafter, the State of Tamil Nadu through the Principal Secretary to Government, Commercial Taxes and Registration Department issued G.O.(Ms.) No.29 dated 01.03.2019, ordering publication of the following notifications which were appended there of:

“APPENDIX

NOTIFICATION – I

In exercise of the powers conferred by clause (a) of subsection (1 of section 9 of the Indian STAMP ACT , 1899 (Central Act II of 1899), the Governor of Tamil Nadu thereby reduces the duty chargeable under the said Act in respect of instruments of transfer of property relating to amalgamation or reconstruction of companies to two percent of the market value of the immovable property or 0.6 percent of the aggregate of the market value of the shares, whichever is higher.

NOTIFICATION