Court order sanctioning a scheme of amalgamation or demerger is an instrument and conveyance liable to stamp duty

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Emami Biotech Ltd. and others v. State of West Bengal - Calcutta High Court [Company Application No. 777 of 2011]

The Court held that an order sanctioning a scheme under section 394 of the Companies Act falls within the description of the words ‘instrument’ and `conveyance’ within the meaning of the West Bengal Stamp Act, 1964. Accordingly, it is subject to stamp duty. The Court also observed that no property transferred pursuant to any scheme in the State of West Bengal would be effective unless appropriate stamp duty is paid. This ruling may be relevant in the States which do not have a specific clause for merger/demerger under sections 391-394 of the Companies Act, 1956 in the conveyance entry in the Stamp duty schedule.