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TMI Blog2019 (5) TMI 608X X X X Extracts X X X X X X X X Extracts X X X X ..... f stamp duty payable in the specific scenarios enumerated in Article 23A is not governed by the highest stamp duty payable in respect of Article 23. The authorities have adjudicated the stamp duty payable in respect of the scheme of amalgamation, by the impugned writing dated February 8, 2018, at ₹ 17,65,500/-. The authorities have arrived at a figure, after calculating the value paid by the transferee company to be at ₹ 2,94,25,000/-. The authorities have applied 6 per cent rate on the sum of ₹ 2,94,25,000/- to arrive at the figure of ₹ 17,65,500/-. In view of the discussions above, the rate applicable would be half per cent on the value paid by the transferee company. Petition disposed off. - W.P. No. 499 of 2018 - - - Dated:- 3-5-2019 - MR DEBANGSU BASAK, J. For The Petitioner : Mr. Sudeep Sanyal, Advocate, Ms. Lopamudra Moitra, Advocate And Mr. Anirudhya Dutta, Advocate For The Respondent : Mr. Amitesh Banerjee, Sr. Advocate And Mr. Ayan Banerjee, Advocate JUDGMENT DEBANGSU BASAK, J.:- The petitioner has assailed a writing dated February 8, 2018 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rder cannot be faulted. It is the contention of the parties that, the words whichever is higher used in the two sub-clauses in the column of proper stamp duty leviable, is causing problems, both for the person seeking to register the order sanctioning the scheme as also for the registering authority. Dalgreen Agro Commodities Pvt. Ltd. and Dalgreen Agro Pvt. Ltd. applied under Sections 391 and 394 of the Companies Act, 1956 for grant of sanction of a scheme of amalgamation whereby and whereunder, Dalgreen Agro Commodities Pvt. Ltd. was sought to be transferred to and vested with Dalgreen Agro Pvt. Ltd. with all assets and liabilities. Such scheme of amalgamation was sanctioned by this Hon ble Court by an Order dated April 26, 2016 passed in Company Petition No. 242 of 2016 connected with Company Application No. 137 of 2016. By virtue of the sanction of the scheme of amalgamation, the petitioner became obliged to apply before the registering authorities for registering the order granting the sanction of the scheme of amalgamation as also the scheme of amalgamation. The petitioner applied for adjudication of stamp duty under Section 31(1) of the Act ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Provided that on and after the constitution of the National Company Law Tribunal, the expression High Court shall be read as Tribunal . The same duty as a Conveyance (No. 23) on the aggregate of the market value of the shares issued or allotted, in exchange or otherwise, and the amount of consideration paid- Provided that the amount of such duty chargeable (a) by the transferee company, for such amalgamation or merger: Provided that the amount of such duty chargeable under this article shall not exceed- (i) an amount equal to two per centum of the true market value of the immovable property located within the State of West Bengal of the transferor company, or ( ii) an amount equal to half per centum of the aggregate of the market value of the shares issued or allotted, in exchange or otherwise, and the amount of consideration paid by such transferor company, for such amalgamation, Whichever is higher; (b) by the resulting company, for such reconstruction or demerger: Provided that in case of reconstruction ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the type of scheme involved. Article 23A(a)(i) calculates stamp duty at the rate of two percent of the true market value of the immovable property located within the State of West Bengal of the transferor company, if the scheme of amalgamation has a transferor company which possesses immovable properties in the State of West Bengal. Article 23(a)(ii) calculates stamp duty at the amount equal to half per centum of the aggregate of the market value of the shares issued or allotted, in exchange or otherwise, and the amount of consideration paid by the transferor company if the transferor company in a scheme of amalgamation does not have any immoveable property within the State of West Bengal. The two quantums are first arrived at and by virtue of the words whichever is higher used in Article 23A(a), the transferee company is required to pay the highest of the two calculations, as the stamp duty under Article 23A. Similar provisions are there for a resulting company where there is a scheme of reconstruction or demerger involved. The opening words of Article 23A in the column proper stamp duty are qualified by the subsequent two subclauses. The opening words require stamp duty to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... value of the immovable property. Similarly, the stamp duty payable by the resulting company would be determined as obtaining in the fact situation of a given case. In the present case, a scheme of amalgamation is involved. The transferor company does not have any immovable property located within the State of West Bengal. The issued share capital of the transferee company is ₹ 13,75,00,000/-. The value paid by the transferee company is ₹ 2,94,25,000/-. Therefore, in my view, the amount of stamp duty payable would be half per cent of ₹ 2,94,25,000/-. The opening words of Article 23A in the column under proper stamp duty specifies that the same stamp duty as a conveyance in terms of Article 23 is payable on the aggregate of the market value of the shares issued or allotted in exchange or otherwise. Article 23 deals with conveyance which is not charged under Article 23A. It deals with various situations of immovable properties and prescribes various quantum of stamp duty payable in respect of such situations. None of the situations prescribed in Article 23 are attracted in the facts of the present case. Moreover, Article 23A is specific with regard t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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