No Rebate/Remission for Stamp duty paid in another State in case of Scheme of Arrangement

Bombay High Court: While discussing the scheme of stamp duty pertaining to the chargeability of instruments, the Court held that in case of a scheme of arrangement under the Section 391 to 394 of Companies Act, 1954, two orders of different High Courts will be considered as separate instruments. Accordingly, stamp duty would be payable on all the orders and consequently, all the States without the benefit of remission, rebate or set-off. Reliance Industries Limited, having its registered office in Maharashtra and Reliance Petroleum Limited, having its registered office in Gujarat entered into a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1954 pursuant to which the entire undertaking of RPL was proposed to be merged into RIL. On 7 June 2002, the Bombay HC passed an order sanctioning the scheme (Bombay Order) and on 13 September 2002, the Gujarat High Court passed an order sanctioning the scheme (Gujarat Order). RPL paid stamp duty of  Rs.100 million on the Gujarat Order in the state of Gujarat. On 16 October 2002, RIL submitted the Bombay Order for adjudication of stamp duty. It was contended that the maximum stamp duty payable under the Bombay Stamp Act, 1958 for the Bombay Order was Rs. 250 million, and since stamp duty of Rs. 100 million had already been paid on the Gujarat Order, RIL was entitled to a rebate in the stamp duty to the extent of Rs. 100 million. The revenue authorities rejected the submission and directed RIL and RPL to pay the entire stamp duty amount, of Rs. 250 million on the Bombay Order. The Court held that the Stamp duty is charged on an ‘instrument’ and not on the ‘transaction’ effected by the ‘instrument’. Although two orders of two different high courts are pertaining to the same scheme, they are independent and different instruments and cannot be said to be the same document. Since the scheme of stamp duty laws pertain to chargeability of instruments, it is immaterial whether it pertains to one and the same transaction. [Chief Controlling Revenue Authority v. Reliance Industries Limited, 2016 SCC OnLine Bom 1428, decided on 31.03.2016]