Quikr India Pvt. Ltd. Vs State of Karnataka (Karnataka High Court)
Material Facts
The petitioner obtained approval from the National Company Law Tribunal (NCLT) on 06.05.2019 for a scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013 involving five companies. Following the approval, stamp duty became payable under Article 20(4) of Schedule I to the Karnataka Stamp Act, 1957.
The petitioner sought adjudication of the stamp duty payable. After obtaining a valuation of movable assets through TECSOK, the respondent authority, by order dated 07.03.2020, determined the stamp duty at Rs.1,07,800, which the petitioner paid. The amalgamation order was stamped on 08.06.2020.
Subsequently, the petitioner received a notice dated 15.04.2021 demanding Rs.1,77,28,070, stating that the earlier calculation contained an error. By order dated 17.09.2021, the respondent directed payment of the said amount based on a valuation report dated 23.02.2018. The petitioner contended that the actual deficit, if any, was Rs.6,86,347 and challenged the demand.
Procedural History
The petitioner filed a writ petition challenging the order dated 17.09.2021 demanding additional stamp duty.
Legal Issues
- Whether stamp duty on the amalgamation order should be determined with reference to the NCLT order constituting the instrument under the Karnataka Stamp Act.
- Whether the respondent could rely upon a valuation report dated 23.02.2018, preceding the NCLT order dated 06.05.2019, while determining stamp duty.
Relevant Statutory Provisions
- Sections 2(d)(iv), 2(j) and 17 of the Karnataka Stamp Act, 1957
- Sections 230 to 232 of the Companies Act, 2013
- Article 20(4) of Schedule I to the Karnataka Stamp Act, 1957
Parties’ Submissions
