Amalgamation exemption from stamp duty applied where subsidiary-to-subsidiary transfer fell within the 1937 notification.

A writ petition remained maintainable despite an alternative statutory appeal or revision because the challenge went to the Collector's jurisdiction. An approved amalgamation scheme may, in principle, be treated as a conveyance for stamp duty where property rights pass in presenti, but the demand and penalty could not stand here because the 1937 notification applied. The notification exempted transfers between subsidiaries under common beneficial ownership, and the petitioner and transferor were found to fall within that class. The impugned notice and adjudication were therefore unsustainable, and the petitioner obtained relief against stamp duty and penalty.

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Issues: (i) Whether the writ petition was barred by availability of alternative statutory remedies; (ii) whether the impugned order could validly treat the amalgamation order as a conveyance exigible to stamp duty and levy penalty; (iii) whether the 1937 notification exempted the amalgamation from stamp duty.

Issue (i): Whether the writ petition was barred by availability of alternative statutory remedies

Analysis: The availability of a statutory appeal or revisional remedy does not, by itself, bar exercise of writ jurisdiction where the impugned action is alleged to be without jurisdiction. The objections raised went to the very authority of the Collector to proceed in the manner adopted, and the suggested remedies were not shown to be an effective bar in the facts of the case.

Conclusion: The writ petition was maintainable; the preliminary objection based on alternative remedy failed.

Issue (ii): Whether the impugned order could validly treat the amalgamation order as a conveyance exigible to stamp duty and levy penalty

Analysis: The charging provisions of the Stamp Act and the earlier decision in Delhi Towers supported the proposition that an approved scheme of amalgamation may amount to a conveyance where property rights are transferred in presenti. The Court also accepted that the Collector's reliance on limitation-sensitive powers under section 47A(3) appeared problematic, but the dispute ultimately turned on the exemption available under the notification.

Conclusion: The impugned stamp duty demand and penalty could not be sustained.

Issue (iii): Whether the 1937 notification exempted the amalgamation from stamp duty

Analysis: The notification exempted instruments evidencing transfer of property between two subsidiary companies where not less than 90% of the share capital of each was beneficially owned by a common parent company. The petitioner and the transferor company were found to be wholly owned subsidiaries within that description, and the Court rejected the contention that the notification had ceased to apply.

Conclusion: The amalgamation order was covered by the 1937 notification and was exempt from stamp duty.

Final Conclusion: The impugned notice and adjudication could not survive judicial scrutiny, and the petitioner obtained complete relief against the stamp duty and penalty demand.

Ratio Decidendi: An approved amalgamation order may attract stamp duty as a conveyance in appropriate cases, but where a specific exemption notification squarely applies, the instrument cannot be subjected to duty or penalty notwithstanding the general charging provisions.

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