Stamp duty on amalgamation sanction orders attaches to the instrument, not split transaction steps, and out-of-State orders cannot be taxed by reference.

Stamp duty on a composite amalgamation scheme is chargeable on the NCLT sanction order as the operative instrument, not on the underlying commercial steps. Section 5 of the Maharashtra Stamp Act cannot be used to split one composite amalgamation order into separate taxable transactions for enhanced duty. The authorities also could not assess duty on an NCLT order from Chennai merely because it was referred to in the Mumbai order, so the attempted levy on the out-of-State order was unsustainable and refund relief followed.

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Issues: Whether stamp duty on a composite scheme of amalgamation sanctioned by the NCLT can be assessed by treating the underlying amalgamation steps as distinct transactions under Section 5 of the Maharashtra Stamp Act, 1958, and whether the Maharashtra authorities could assess duty on a reference to an NCLT order from Chennai.

Analysis: The scheme was sanctioned by the NCLT as an instrument chargeable under the stamp law, and the statutory framework recognises the court order sanctioning amalgamation as the relevant instrument for duty. The charging provisions and the relevant schedule entry make the sanction order, not the commercial arrangement underlying it, the subject of levy. Section 5, which applies where one instrument relates to several distinct matters, cannot be invoked to dissect a composite amalgamation order into separate taxable transactions, because that would require the authorities to assess the underlying transaction rather than the instrument itself. The earlier Full Bench view that duty attaches to the instrument and not to the transaction controlled the case, and the attempt to treat the Chennai order as having been brought into Maharashtra merely because it was referred to in the Mumbai order was rejected. The Maharashtra authorities therefore lacked jurisdiction to levy duty on the Chennai order in these proceedings.

Conclusion: The challenge succeeded. The impugned stamp duty assessment was unsustainable, and the levy was confined to the Mumbai NCLT order as the instrument, with the excess duty liable to be refunded to the assessee.

Final Conclusion: A composite amalgamation sanction order is taxable as an instrument, and the scheme cannot be split into separate transactions for enhanced stamp duty; the impugned demand was quashed with consequential refund relief.

Ratio Decidendi: Stamp duty is chargeable on the sanction order as the operative instrument, and Section 5 cannot be used to segregate a composite amalgamation into distinct taxable transactions or to assess an out-of-State order merely because it is referred to in the local sanction order.

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