JOHN KEELLS HOLDINGS PLC

JOHN KEELLS HOLDINGS PLC

Vs.

COMMISSIONER GENERAL OF INLAND REVENUE AND OTHERS

COURT OF APPEAL
SAMAYAWARDHENA, J.
OBEYESEKERE, J.
CA/WRIT/357/2015,
JUNE 10, 2020

Writs of certiorari and mandamus-Stamp Duty (Special Provisions) Act, No. 12 of 2006, sections 3(1), 4(f), 13-Stamp Duty Act, No. 43 of 1982, sections 14(2), 71-Aggregate value, total value, par value, market value-Interpretation of taxing statutes-Preliminary objections at the hearing

The petitioner had, under protest, paid stamp duty on a share certificate for a bonus issue of shares, which was calculated by the 1st respondent Commissioner General of Inland Revenue on the "market value" of the shares. The petitioner contended that the calculation ought to have been on the "par value" of the shares. The petitioner argued that the applicable order of the Minister stipulates that stamp duty be paid on the "aggregate value" of the shares, which should be understood as referring to the "par value" and not the "market value".

The previous order of the Minister in this regard had explicitly referred to "market value" in the calculation of stamp duty, but the succeeding (applicable) order refers to "aggregate value", not "market value". The respondents contended that "aggregate value" has no special meaning

and that it should be understood as "market value" in light of section 13 of the Stamp Duty (Special Provisions) Act read with section 71 of the Stamp Duty Act.

At the hearing, the respondents also took up several preliminary objections including laches.

Held:

1. According to section 71 of the Stamp Duty Act, "value" means "market value", "unless the context otherwise requires". If the context suggests otherwise, "value" need not be understood as "market value".

2. The contention that the word "aggregate" in the term "aggregate value" in the applicable order of the Minister has no special meaning is unacceptable. The legislature is presumed to have intended that every part of a statute has a meaning and specific purpose, and therefore no part of a statute can be said to be redundant or superfluous.

3. The change in the order of the Minister from "market value" to "aggregate value" is not without significance. When a law is amended by amending legislation that uses different phraseology, it is presumed that some change to the law is intended.

4. A taxing statute shall be strictly interpreted and any ambiguity therein shall be resolved in favour of the taxpayer, not the tax collector.

5. A party shall not be allowed to raise preliminary objections for the first time at the hearing unless there are compelling, cogent reasons to do so.

Cases referred to:

1. Associated Motorways PLC v. Commissioner General of Inland Revenue (SC/APPEAL/40/2010, SC Minutes of 04.04.2014)
2. Manager, Bank of Ceylon, Hatton v. Secretary, Hatton Dickoya Urban Council [2005] 3 Sri LR 1
3. Sahli Eduljee Captain (Sacco Brushes Corporation) v. Commissioner General of Inland Revenue (1974) 77 NLR 350
4. Perera & Silva Ltd v. Commissioner General of Inland Revenue (1978) 79(11) NLR 164 at 167-168

5. Ameen v. Malship (Ceylon) Ltd [1982] 2 Sri LR 483
6. Nanayakkara v. University of Peradeniya [1991] 1 Sri LR 97 at 101
7. Senanayake v. Siriwardene [2001] 2 Sri LR 371 at 375

APPLICATION for Writs of Certiorari and Mandamus.

Maithri Wickremesinghe, P.C., with Rakitha Jayatunge for the Petitioner.
 
Nirmalan Wigneswaran, S.S.C., with Dr. Charuka Ekanayake, S.C., for the Respondents.

cur. adv. vult.

July 20, 2020

SAMAYAWARDHENA, J.

The short point to be decided in this application is whether, at the time material to this dispute, stamp duty payable on a share certificate issued for a bonus issue of shares should have been calculated on the par value of the shares or on the market value of the shares. The Petitioner Company says par value, whereas the Respondents, including the 1st Respondent Commissioner General of Inland Revenue, say market valu

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