Case Law Details
Order of the Court approving amalgamation is a “conveyance” and an “instrument” on which stamp duty is payable
The Delhi High Court has inter alia held in the case of Delhi Towers Ltd. Vs. G.N.C.T. of Delhi [2010] 159 Comp Cas 129 (Del) that an order passed by the Court in terms of the provisions of Section 391 read with Section 394 of the Companies Act 1956 approving a scheme of amalgamation of companies is “conveyance” under Section 2(10) of Indian Stamp Act 1899 [ISA]. The High Court further held that such approved scheme of amalgamation would be an “instrument” under Section 2(14) of the ISA chargeable to stamp duty.
In this case Fifteen companies engaged in the business of real estate, proposed to merge with the Delhi Towers Ltd. which was also engaged in the same business. The transferor companies were 100 % Subsidiaries of Delhi Towers Ltd.
Whereby the undertakings of the transferor companies, would, with effect from the transfer date, be transferred to and vest in the t ransferee company, pursuant to the provisions of section 394 of the Companies Act, 1956. The proposed scheme of amalgamation was approved by the Company Court by its order.
The scheme of amalgamation would become effective on filing of the certified copy of the order with the Registrar of Companies, NCT of Delhi and Haryana.
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