Stamp duty on sanctioning orders must be levied on the sanctioning instrument, not by dissecting underlying transactions.

Section 5 of the Maharashtra Stamp Act does not apply to a lodged NCLT sanction order where the instrument for levy of duty is the sanctioning order itself; the proper approach is to charge stamp duty on the sanction order as the instrument rather than by dissecting underlying transactions. References within the Mumbai sanction to a Chennai sanction do not import the Chennai order into Maharashtra for stamp assessment, leaving jurisdiction over the Chennai order to Chennai authorities. Consequential relief may include refund or adjustment for excess duty paid on the contested instrument.

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Issues: Whether Section 5 of the Maharashtra Stamp Act, 1958 applies to the NCLT sanction order of a composite scheme of amalgamation (i.e. whether stamp duty may be assessed on the underlying transactions as separate transactions rather than on the NCLT Mumbai sanction order as the instrument).

Analysis: The Court examined the statutory scheme of the Maharashtra Stamp Act, 1958 including Section 2(g)(iv), Section 2(l), Section 3, Article 25(da) of Schedule I and Sections 5 and 19, together with the Companies Act, 2013 provisions (Sections 230-234 and 232) governing sanction of amalgamation. The Court relied on the principle that stamp duty under the Stamp Act is attracted on the instrument and not on the underlying transaction(s), and on precedents holding that an order sanctioning a scheme is the instrument chargeable with duty. The Court found that the NCLT, Mumbai order lodged for adjudication is the instrument for levy of duty and that applying Section 5 requires dissecting underlying transactions, which is impermissible when assessing duty on a sanctioning order. The Court also held that references in the Mumbai order to a Chennai sanction do not amount to the Chennai order being brought into Maharashtra for purposes of Section 19, and that jurisdiction to adjudicate duty on the Chennai order rests with authorities in Chennai.

Conclusion: Section 5 of the Maharashtra Stamp Act, 1958 does not apply to the NCLT sanction order in this case; the stamp duty is chargeable on the NCLT, Mumbai sanction order as the instrument. The impugned orders dated 25 March 2019 and 12 September 2022 are quashed and set aside; the petitioner is entitled to refund of excess stamp duty paid and relief granted accordingly.

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