Court-sanctioned amalgamation schemes are instruments and conveyances chargeable to stamp duty under the West Bengal stamp law.

A court-sanctioned scheme of amalgamation or demerger under the Companies Act, 1956 is treated as an instrument and conveyance under the West Bengal Stamp Act because it effects a transfer of property and liabilities through a legally operative order. The absence of a separate express charging entry does not prevent stamp duty from applying where the general charging and definitional provisions cover such transfers. The earlier 1937 remission notification was held inapplicable in the present State regime, so it cannot be used to avoid duty on such sanctioned schemes.

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Issues: (i) Whether an order sanctioning a scheme of amalgamation or demerger under the Companies Act, 1956 is an instrument and conveyance chargeable to stamp duty under the Stamp Act applicable in West Bengal. (ii) Whether the 1937 remission notification continued to exempt such orders from stamp duty in West Bengal.

Issue (i): Whether an order sanctioning a scheme of amalgamation or demerger under the Companies Act, 1956 is an instrument and conveyance chargeable to stamp duty under the Stamp Act applicable in West Bengal.

Analysis: Section 3 of the Stamp Act charges duty on instruments, and Section 2(14) defines instrument broadly as a document by which rights or liabilities are created, transferred, limited, extended, extinguished or recorded. The Court followed the Supreme Court's construction that a sanctioned amalgamation or demerger scheme effects a transfer of property and liabilities by an order founded on consent and therefore answers the description of an instrument and a conveyance. The absence of a separate express provision in the State Stamp Act was held immaterial because the charging provision already covers such transfers, and neither the Act nor the relevant schedule creates an exception for court-sanctioned schemes.

Conclusion: The issue is answered against the petitioners and in favour of the State; such orders are exigible to stamp duty.

Issue (ii): Whether the 1937 remission notification continued to exempt such orders from stamp duty in West Bengal.

Analysis: The petitioners invoked Article 372 of the Constitution of India to contend that the pre-Constitution remission survived. The Court held that the relevant article for conveyances had been carried into Schedule IA of the State-relevant stamp law, and the legislative change displaced the old remission arrangement. As the notification related to a different statutory setting and had not been extended to the present State regime, it could not be relied upon to avoid duty on orders sanctioning amalgamation or demerger schemes.

Conclusion: The issue is answered against the petitioners; the 1937 remission notification does not apply in West Bengal for such orders.

Final Conclusion: Orders sanctioning amalgamation or demerger schemes under Section 394 of the Companies Act, 1956 are liable to stamp duty under the applicable State stamp law, and the claimed remission does not survive in the State regime considered.

Ratio Decidendi: A court-sanctioned scheme that transfers property and liabilities pursuant to Section 394 of the Companies Act, 1956 is an instrument and conveyance within the meaning of the stamp law and is chargeable to duty unless the applicable statute expressly exempts it.

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