Zuri Hotels And Resorts Private Limited Vs Principal Sub -Registrar (Kerala High Court)
Material Facts
The petitioner, a company registered under the Companies Act, challenged Exts.P1 and P2 issued by the Sub-Registrar demanding stamp duty of Rs.2,01,90,659 under the Kerala Stamp Act, 1959 in relation to an amalgamation and subsequent de-merger.
M/s. Laguna Kumarakam Resorts Private Limited had purchased certain properties. During 2009, it was amalgamated with M/s. Zuri Hospitality Private Limited pursuant to the Bombay High Court (Goa Bench) order dated 31.03.2010 (Ext.P5). Thereafter, M/s. Zuri Hospitality Private Limited underwent a de-merger relating to its Kerala operations pursuant to the Bombay High Court (Goa Bench) order dated 16.08.2012 (Ext.P7).
Following the amalgamation and de-merger, mutation of the properties was sought. The mutation application was initially rejected on the ground that the merger and de-merger orders required registration under the Registration Act, 1908. That rejection was challenged before the Kerala High Court, which held that registration of the documents was not required. In the writ appeal, the Division Bench made minor modifications and held that the procedural requirement under Section 89(5) of the Registration Act had to be complied with. Pursuant to orders of the Bombay High Court directing that copies of the merger and de-merger orders be sent to the registering authorities in Kerala, the Sub-Registrar issued Ext.P1 demanding stamp duty, followed by Ext.P2 and recovery proceedings under the Kerala Revenue Recovery Act, 1968.
