2026 (7) TMI 848

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.... (hereinafter referred to as 'NCLT') intending to acquire businesses of certain entities namely; (1) M/s. Abhiman Technologies Pvt. Ltd.; (2) M/s. Babajob Services Pvt. Ltd.; (3) M/s. Cryptopy Technologies Pvt. Ltd.; (4) M/s. Glow Prime Technologies Pvt. Ltd.; (5) M/s. Rejuvenate Solutions Pvt. Ltd. By an order dated 06.05.2019, NCLT approved the said amalgamation scheme, consequent upon which the petitioner became liable to pay the stamp duty in terms of Article 20(4) of Schedule I of Karnataka Stamp Act, 1957. 2. Petitioner had submitted the requisition to respondent No. 1 seeking adjudication of stamp duty payable on the order of amalgamation. Petitioner was directed to obtain va....

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....er, respondent No. 2 has been insisting for payment of Rs. 1,77,28,070/-. Being aggrieved, the present writ petition. 5. Ms. Niyathi M., learned counsel appearing on behalf of Sri. Uday Shankar R., learned counsel for the petitioner taking this Court through the records and the provisions of the Karnataka Stamp Act, more particularly, Sections 2(d)(iv), 7 and 17 submits that the basis for respondent-authorities to charge the stamp duty shall be the order passed by the NCLT on 06.05.2019, which is traceable to Section 2(d)(iv) and Section 2(j) of the Act. She submits in the instant case though the NCLT order did not indicate the valuation of the shares subject matter of the amalgamation scheme, the petitioners had submitted a detailed rep....

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....s did not relate to the date of the amalgamation. Therefore, the respondent-authorities have relied upon the report which was made available prior to the date of amalgamation, i.e., 23.02.2018, which was reasonable and plausible, cannot be found fault with. However, he submits that in the light of the submissions made by the counsel for the petitioner of they furnishing the further details, matter will be reconsidered. 9. Heard and perused the records. 10. There is no dispute of the fact that the scheme of amalgamation was approved and accorded by the NCLT, vide order dated 06.05.2019. 11. For the purpose of calculation of stamp duty under Sections 2(d)(iv) and Section 2(j) of the Act read as under: "2. Definitions.- (1) I....

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....thorities could not have relied upon the valuation of shares made on 23.02.2018, which is prior to the date of order passed by the NCLT accepting the scheme of amalgamation which is 06.05.2019. 14. Equally forceful is the submission made by the learned AGA that the petitioner has not specifically given the valuation report during and or subsequent to the order of NCLT to the satisfaction of the respondent-authority. 15. It is submitted that, fiscal law has to be construed strictly as it involves public money. Therefore, the respondent-authorities cannot be found fault with for reopening the case and relying upon the valuation of 23.02.2018. 16. Be that as it is. There appears to be incompletion on both the sides in arriving at the ....