Hon’ble Janardan Sahai, J.—Heard S/Sri A.M. Singhvi, T. P. Singh, Rakesh Dwivedi, Senior Advocates and S/Sri Manish Goyel, S.D. Singh, Ritvik Upadhyay, V.K. Upadhyay, Vishal Kakkar, Shahid Rizvi, Rakesh Ranjan, Tripathi B.G. Bhai Advocates for the petitioner and S/Sri Ravi Kant, Senior Advocate, Sanjay Goswami, learned Standing Counsel for the respondents.

2. On a difference of opinion between brother Yatindra Singh, J. and brother Ran Vijay Singh, J. in six connected writ petitions M/s. Hero Motors Ltd; Dhampur Sugar Mills Ltd; M/s. Amar Ujala Publications Ltd; M/s. Telesia Trading & Finance Ltd; M/s. Prudential Merchants & Traders Ltd. and M/s. Padamshree Projects, this matter has been referred for opinion to me. In the other writ petitions the question involved was the same and as such it appears the Division Bench before which these cases were being heard has tagged those cases with M/s. Hero Motors or other connected cases in which there was a difference opinion between Brother Yatindra Singh, J. and Brother Ran Vijay Singh, J. The question substantially involved in these writ petitions has been stated by brother Yatindra Singh, J. as follows :

“Whether any stamp duty can be charged under Article 23 of Schedule 1-B of the Indian Stamp Act 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 going concern with another company or amalgamation/merger of one company with another company”.

3. Three points for determination were framed by brother Yatindra Singh, J. in his judgment and have been answered by the two learned Judges :

(i) Whether the writ petitions are liable to be dismissed on the ground for alternative remedy?

(ii) Whether the scheme of arrangement, sanctioned by the court, (which includes a scheme of de-merger and merger of the going concern with another company and a scheme for amalgamation/merger of a company with another company) is an instrument and a conveyance within the meaning of the U.P. Stamp Act?

(iii) In case the answer to the aforesaid point is in the affirmative then, whether such scheme is covered by Article 23 of Schedule 1-B of the U.P. Stamp Act?

4. Both the Judges have taken the view that the writ petition could not

be dismissed on the ground of alternative remedy. On the second point also,

both the Judges were agreed that the scheme of arrangement sanctioned by

the Court is a conveyance and an instrument within the meaning of Sections 2 (10) and 2 (14) of the Indian Stamp Act as applicable in Uttar Pradesh. The

difference of opinion is on the third point. Brother Yatindra Singh, J. has taken the view that the scheme of arrangement is not covered by Article 23, Schedule 1-B of the Stamp Act whereas in the opinion of Brother Ran Vijay Singh, J. it is covered under that Article. It is only this third point upon which I have to give an opinion.

5. The facts of the various connected writ petitions have been set out in the judgment of brother Yatindra Singh, J. and brother Ran Vijay Singh, J. and it is not necessary to repeat them.

6. Section 3 is the charging section of the Stamp Act. Under this provision, the instruments mentioned in Schedule 1, 1-A or 1-B are chargeable to duty. In order to appreciate the controversy it is necessary to refer to the definition of ‘conveyance’ under Section 2 (10) and of ‘instrument’ under Section 2(14) of the Stamp Act as well as to Article 23 Schedule 1-B.

In Section 2 (10) the definition of conveyance is as follows :

‘Conveyance’:—‘Conveyance’ includes a conveyance on sale and every instrument by which property, whether movable or immovable, is transferred inter vivos, and which is not otherwise specifically provided for by Schedule 1, Schedule 1-A or Schedule 1-B, as the case may be.

The definition of instrument in Section 2(14) is as follows :

‘Instrument’:—‘Instrument’ includes every document and record created or maintained in or by an electronic storage and retrieval device o