Hon’ble Yatindra Singh, J.—The main question involved in these writ petitions is, ‘whether any stamp duty can be charged under. Article 23 of Schedule 1-B of the Indian Stamp Act (see Appendix-1) as applicable in our State (the U.P. Stamp Act) on the scheme of arrangement sanctioned by the court, which may be de-merger of a going concern with another company or amalgamation/merger of one company with another company.

2. The Indian Stamp Act has been amended by the different States. In order to distinguish the Acts as applicable in different States, I am prefixing the name of that State while referring to the Act as applicable in the State.

THE FACTS

WP 41811 of 2006 (Hero Motors case)

3. M/s Majestic Auto Limited (transferor company) is a public limited company, It has two units : one at Ghaziabad and another at Ludhiana. The unit at Ludhiana is manufacturing moped up to 72 cc. The unit at Ghaziabad is manufacturing moped beyond 72 cc. M/s Hero Motors Limited (the transferee company) is another public limited company manufacturing mopeds and scooters. The Board of Directors of these two companies proposed a scheme of arrangement by which Ghaziabad unit of the transferor company was to be de-merged and merged with the transferee company. This proposed scheme was sanctioned by the Punjab and Haryana High Court on 29.5.2004. It was also sanctioned by the Delhi High Court on 22.7.2004. It appears that there was some mistake in the order of the Delhi High Court and it was corrected on 30.7.2004.

4. In substance the scheme of arrangement provides that the assets of Ghaziabad unit alongwith its liabilities and employees stood de-merged with the transferor company and merged with the transferee company. Under the scheme of arrangement, the share holders of the transferor company got shares of the transferee company in the ratio of 100 is to 10.39 shares of the face value of Rs. 10/-.

5. The immoveable property is situate in this State. The transferee company filed an application before the Tehsildar for recording its name over the same under the Land Revenue Act. Thereafter a notice dated 5.4.2005 was issued to the petitioner to show cause as to why deficiency in the stamp duty and penalty be not imposed on it. The transferee company filed their reply on 18.4.2005 against the same. Thereafter the order was passed on 8.6.2006 imposing the deficiency of stamp duty of Rs. 9,44,47,000/- under Article 23(a) of Schedule (1-B) of the U.P. Stamp Act and penalty of Rs. 5,00,00,000/-. Hence the writ petition No. 41811 of 2006.

WP 71022 of 2006 (Dhampur Sugar Case)

6. The Mansurpur Sugar Mills Limited (the transferor company) is a public limited company and is a subsidiary of Dhampur Sugar Mills Ltd. (the transferee company). A scheme of arrangement for amalgamating the transferor company alongwith (assets liabilities and the employees with the transferor company) was sanctioned by the Allahabad High Court on 14.2.2006.

7. Under the scheme, the shareholders of the transferor company got shares of the transferee company in the ratio of 10 is to 1 share of face value of Rs. 10. A notice was issued to the transferee company on 25.11.2006 to show cause as to why the deficiency in stamp duty alongwith penalty be not imposed upon it. Hence the writ petition No. 71022 of 2006.

WP 2888 of 2007 (the Amar Ujala Case)

8. Amar Ujala Prakashan Bareilly (the transferor company) and M/s Amar Ujala Publication Ltd. Agra (the transferee company) are public limited companies. They framed a scheme of arrangement by which the transferor company (alongwith assets, liability, and employees was amalgamated/merged with the transferee company. This scheme was sanctioned by the Allahabad High Court on 9.7.2004.

9. Under the scheme, the shareholders of the transferor company got share of the transferee company in the ratio of 3 is to 1 share of the face value of Rs. 10. The respondents issued a notice dated 25.11.2006 to show cause as to why the deficiency in th