Court-sanctioned amalgamation schemes can be instruments of conveyance for stamp duty when they transfer property rights in substance.

A writ challenge was held not to be barred by alternative remedy where the issues were common questions of law, the lead matter involved an order passed without reasonable opportunity, and the connected petitions challenged notices for which relegation to another forum would serve no useful purpose. On stamp duty, a court-sanctioned scheme of arrangement, including amalgamation or demerger, was treated as an instrument and a conveyance because its substance transfers rights, property, assets, liabilities and a going concern from one company to another. The operative character of the transaction, not its label, determines chargeability, though liability under the specific charging article remained unresolved pending further consideration.

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Issues: (i) Whether the writ petitions were liable to be dismissed on the ground of alternative remedy. (ii) Whether a court-sanctioned scheme of arrangement, including amalgamation and demerger, was an instrument and a conveyance under the stamp law.

Issue (i): Whether the writ petitions were liable to be dismissed on the ground of alternative remedy.

Analysis: The challenge involved common questions of law and, in the lead matter, the impugned order was passed without affording reasonable opportunity. In the connected matters, the petitions were directed against notices and no useful purpose would have been served by relegating the parties to another forum before the legal issue was decided.

Conclusion: The writ petitions were not liable to be dismissed on the ground of alternative remedy.

Issue (ii): Whether a court-sanctioned scheme of arrangement, including amalgamation and demerger, was an instrument and a conveyance under the stamp law.

Analysis: A scheme sanctioned under the company law operates as a document by which rights and property are transferred from one company to another, even though it is approved by court order. The nature of the transaction, not its label, determines chargeability. A scheme transferring a going concern with its assets, rights and liabilities falls within the broad statutory meaning of instrument and conveyance.

Conclusion: A court-sanctioned scheme of arrangement is an instrument and a conveyance within the meaning of the stamp law.

Final Conclusion: The petitions succeeded on the preliminary objection and on the finding that the scheme answered the description of an instrument and conveyance, but the question whether duty was payable under the particular charging article was left unresolved because of divergence of opinion and further consideration by a third judge was directed.

Ratio Decidendi: For stamp-duty purposes, the substance of a court-sanctioned scheme of amalgamation or demerger governs its character, and such a scheme is chargeable as an instrument of conveyance if it effects transfer of property rights inter vivos.

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