Amalgamation and authorised share capital: no additional fee is payable merely because the transferee company's capital increases.

On amalgamation, the transferee company is not required to pay additional registration fee, filing fee, or stamp duty merely because the merger results in an increase in authorised share capital, where duty has already been paid on that capital. The court treated the issue as one of the effect of amalgamation on share capital under the Companies Act, 1956, and followed the view that a consequential increase alone does not create a fresh fee liability. The transferee company's objection to further payment was rejected, and the order under challenge was left undisturbed.

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Issues: Whether, on merger of a company, the transferee company is required to pay registration fee or filing fee on the consequential increase of its authorised share capital.

Analysis: The dispute turned on the effect of amalgamation on the transferee company's authorised share capital and whether such increase attracted any further fee under Schedule X, clause 3 of the Companies Act, 1956. The Court noted that the question had already been considered by another High Court, which had held that in a merger, where the companies had already paid duty on the authorised capital, no additional fee or stamp duty was payable merely because the amalgamation resulted in an increase of authorised capital. The cited Supreme Court decision was found inapplicable on the facts.

Conclusion: The transferee company was not liable to pay additional registration fee or filing fee on account of the amalgamation-induced increase in authorised share capital.

Final Conclusion: The appeal failed and the order rejecting the appellant's objection was left undisturbed.

Ratio Decidendi: In an amalgamation, mere increase in the transferee company's authorised share capital does not by itself attract additional registration fee or stamp duty where duty has already been paid on the same capital.

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