STAMP DUTY EXEMPTION ON TRANSFER OF SHARES AS PART OF MERGER OF SUBSIDIARIES

A Writ Petition was filed by Ambuja Cements Limited (hereinafter "the Petitioner" or "ACL"), challenging the imposition of stamp duty on a merger order under Article 23 of Schedule IA of the Indian Stamp Act, 1899 by Collector of Stamps, Delhi (hereinafter "Respondent").

- Anirudha Jain

Brief Facts of the Case:

• Holcim (India) Private Limited (hereinafter referred to as "the petitioner" or "HIPL") is a wholly owned subsidiary of Holderind Investments Ltd., Mauritius (hereinafter referred to as "Holderind"). Ambuja Cements India Private Limited (hereinafter referred to as "ACIPL"). ACIPL was a 100% subsidiary of Holderind which held 55% shares of ACIPL directly and the remaining 45% shares were held by Holcim (India) Private Limited.

• The Boards of Directors approved a scheme of amalgamation between Holcim (India) Private Limited and Ambuja Cements India Private Limited whereby ACIPL was proposed to be merged into HIPL.

• ACIPL did not have any immovable property at that time and the only movable property held by ACIPL was its shareholding in ACC Limited (hereinafter referred to as "ACC") and Ambuja Cements Limited which were in demat form.

• Pursuant to the approval of the scheme with effect for 06.01.2012, HIPL issued shares to Holderind for its 55% stake in ACIPL and obviously its holding in ACIPL were cancelled.

• HIPL received a show cause notice from the Respondent that it had not paid the stamp duty on the merger order and was directed to furnish proof of payment of stamp duty on the conveyance as per the India Stamp Act, 1899.

• The show-cause notice also specified that it was being issued in view of the judgment passed by this Court in Delhi Towers Ltd. V G.N.C.T. of Delhi, 2009 SCC OnLine Del 3959 (hereinafter referred to as "Delhi Towers Ltd.").

• In the preliminary report, HIPL stated that no stamp duty was payable on the merger order under the head 'conveyance' and the transfer of shares of ACC and ACL from ACIPL to HIPL was in dematerialized form did not attract any stamp duty.