Strict construction of stamp duty exemption denied remission where parent company failed the 90% issued share capital test.

Remission of stamp duty under the exemption notification was available only where, in a transfer between a parent and subsidiary company, one entity was the beneficial owner of not less than 90% of the issued share capital of the other. The notification, being part of a fiscal scheme, was construed strictly, and its plain wording was applied as registered documents showed the transferor did not satisfy the 90% issued share capital requirement. The argument that "issued share capital" could be read as "subscribed share capital" was rejected because the notification used a specific expression that had to be given its ordinary meaning. The remission was therefore unavailable and the stamp duty demand was upheld.

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Issues: Whether remission of stamp duty under the notification applied to transfer of property between a parent company and its subsidiary where the parent did not hold not less than 90 per cent of the issued share capital of the transferee company, and whether "issued share capital" could be treated as "subscribed share capital" for the purpose of the exemption.

Analysis: The notification granting remission was treated as part of a fiscal scheme and therefore required strict construction. The operative language of the notification was read as requiring, in a transfer between a parent and subsidiary company, that one of them be the beneficial owner of not less than 90 per cent of the issued share capital of the other. The document as registered showed that the transferor did not hold the requisite 90 per cent of the issued share capital in the transferee companies. The contention that issued share capital should be understood as subscribed share capital was rejected, since the notification used a specific expression and the document had to be construed according to its plain terms and as a whole.

Conclusion: The remission of stamp duty was not available to the petitioner, and the demand for stamp duty was upheld.

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