Amalgamation sanction orders can be treated as stampable instruments, with State legislative competence upheld.

A court-sanctioned amalgamation under sections 391 to 394 of the Companies Act, 1956 transfers property and liabilities by operation of the sanction order itself, without any further act or deed. For stamp duty purposes, such an order falls within the wide definition of an "instrument" under the Bombay Stamp Act, 1958, and the reference to section 394 orders only clarifies that position. Stamp duty is levied on the instrument, not on the transfer of property as such, and the State Legislature has constitutional competence to impose and rate that duty under the relevant entries in the Seventh Schedule. No repugnancy with the Companies Act is made out.

---

---

Issues: Whether an order sanctioning amalgamation under section 394 of the Companies Act, 1956 is an instrument or conveyance liable to stamp duty under the Bombay Stamp Act, and whether the State Legislature had competence to levy such duty.

Analysis: The scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956 is founded on a compromise or arrangement between the companies, and the company court exercises only a supervisory jurisdiction to ensure statutory compliance, fairness, and absence of illegality or public prejudice. Once sanctioned, the order effects transfer of property and liabilities without further act or deed and therefore falls within the wide definition of "instrument" in section 2(1) of the Bombay Stamp Act, 1958. The inclusion of orders under section 394 in section 2(g)(iv) only clarifies what already answers to the statutory definition of conveyance. Stamp duty is levied on the instrument, not on the transfer of property as such, and the State's power to levy and rate stamp duty is traceable to Entry 44 of List III and Entry 63 of List II of the Seventh Schedule. No repugnancy with the Companies Act is made out.

Conclusion: The order sanctioning amalgamation is liable to stamp duty, and the State Legislature had competence to impose it.

Ratio Decidendi: A court-sanctioned amalgamation order that operates to transfer property and liabilities pursuant to a compromise or arrangement is an "instrument" liable to stamp duty, and the State may levy such duty within its constitutional field of legislative competence.

---