The Memorandum of Transfer is exempt from ad valorem stamp duty as its execution meets the criteria set forth in the Stamp Act 1949.

[1] In this application, the question for the opinion of this Honourable Court is whether the Memorandum of Transfer ("MOT") dated 31 December 2013 is liable to ad valorem stamp duty under Item 32, Schedule 1 of the Stamp Act 1949 (" SA ") or exempted from stamp duty under s 15(1) of the .

Facts

[2] The facts of the case are as follows:

a) on 22 November 2013, a Sale of Business Agreement ("SBA") was executed between the plaintiff and AMSB. Pursuant to the Agreement, the plaintiff has agreed to acquire the business of AMSB ("the Undertaking") which includes, all its assets and liabilities consisting of cash, receivables, liabilities, other assets and a plot of land bearing the title Geran No 43695, Lot 167 ("the Land");

b) the defendant had imposed fixed duty of RM10.00 under item 4 of the First Schedule of the SA 1949 on the Sale of Business Agreement on 29 November 2013;

c) on 31 December 2013, a MOT was executed between the plaintiff and AMSB via Form 14A to effect the transfer of the Land from AMSB to the plaintiff;

d) on 29 January 2014, the plaintiff submitted an application for relief under s 15 of the SA 1949 ("the application") to the defendant through the defendant's Pejabat Pengarah Wilayah Persekutuan Putrajaya ("PPWPP"). On 9 April 2014, the defendant rejected the Application vide a letter dated 7 April 2014 ("PPWPP's Rejection");

e) the plaintiff subsequently submitted an appeal against the PPWPP's Rejection vide its appeal letters dated 5 May 2014 and 8 May 2014 to the defendant's Jabatan Operasi Cukai, Unit Duti Setem ("the Appeal"). On 10 December 2014, the Appeal was rejected by the defendant;

f) on 1 March 2015, the defendant raised a notice of assessment for stamp duty for the sum of RM7,391,520.00 by applying the ad valorem duty under Item 32 of the 1st schedule of the SA 1949. In assessing the stamp duty chargeable, the defendant valued the land at RM205,520,000.00. The purchase price of the business of AMSB is RM349,981,545.00, whereas RM174,400,000.00 was the amount in consideration for the said Land.

A copy of the notice of assessment dated 1 March 2015 is enclosed and marked as "exh AAAK-7" in the plaintiff's Affidavit In Support;

g) the plaintiff further appealed to the defendant vide its letter dated 9 March 2015 against the penalty imposed by the defendant. The defendant had agreed to waive the penalty vide its letter dated 19 March 2015;

h) on 13 January 2016, the plaintiff being dissatisfied with the assessment made and having paid the duty accordingly, appealed against the assessment to the High Court vide an originating motion No WA-24-5-01-2016, and for that purpose require the defendant to state and sign a case setting out the question on which the opinion was required;

i) in the defendant's letter dated 23 December 2015 where the defendant rejected the plaintiff's notice of objection, the defendant contends that the plaintiff was correctly assessed with ad valorem duty under Item 32, Schedule 1 of the SA 1949; and

j) the plaintiff being dissatisfied with the assessment made and having paid the duty accordingly, appealed against the assessment to the High Court.

Issue

[3] The present case involves the interpretation of s 15 of the Stamp Act 1949 (" SA ") whether there is liable to ad valorem stamp duty under Item 32, Schedule 1 of the or exempted from stamp duty under s 15(1) of the .

Outline Of Submissions On The Challenge To The Impugned Decision

[4] The case of the plaintiff's case is that it is entitled to be exempted from stamp duty pursuant to s 15(1) of the SA . Further, the plaintiff contended that s 15A of the provides relief to companies from stamp duty in case of transfer of property between associated companies. It was submitted for the plaintiff that the plai