Stamp duty exemption by beneficial ownership: substantial compliance accepted where corporate records proved over 90% shareholding.

Stamp duty exemption under G.O.Ms.No.1224 depended on satisfaction of entry 38, namely that at least 90% of the transferee company's issued share capital was beneficially owned by the transferor company. The materials showed more than 99% ownership at the time of transfer, so the substantive eligibility condition was met. The proviso was treated as a mode of proof, not an additional substantive requirement mandating records from the Registrar of Companies, Madras. Certified corporate records from Mumbai were accepted as sufficient proof of substantial compliance, and the rejection of the exemption claim was held unsustainable.

---

---

Issues: Whether the petitioner was entitled to exemption from stamp duty under G.O.Ms.No.1224 for the deed of conveyance, and whether failure to produce records from the Registrar of Companies, Madras was fatal to the claim.

Analysis: The exemption depended on satisfaction of entry 38 of G.O.Ms.No.1224, which granted relief where at least 90% of the transferee company's issued share capital was in the beneficial ownership of the transferor company. The materials showed that the petitioner held more than 99% of the issued share capital of the transferee at the time of transfer, so the substantive eligibility condition was satisfied. The proviso did not create a separate substantive condition requiring incorporation by, or records from, the Registrar of Companies, Madras; it prescribed a mode of proof. Applying the principles governing exemption notifications and provisos, the absence of Madras ROC records was not where certified corporate records from Mumbai were produced as a reasonable alternative and substantial compliance was established.

Conclusion: The petitioner was entitled to the stamp duty exemption under G.O.Ms.No.1224, and the rejection of the exemption claim was unsustainable.

---