Case Note & Summary
The High Court heard a writ petition by Petitioner. challenging stamp duty assessment of Rs. 50,00,000 on an NCLT Mumbai order sanctioning a composite amalgamation scheme with INA Bearings India Private Limited and LuK India Private Limited -- The Respondents had assessed duty based on treating the scheme as two transactions -- The Court recalled an earlier judgment and heard the matter afresh -- It held that stamp duty under Maharashtra Stamp Act, 1958 is levied on the instrument (NCLT order) and not the underlying amalgamation transactions -- Relying on precedent, the Court set aside the impugned orders and allowed the petition -- The decision emphasizes that chargeability depends on the instrument, regardless of whether it covers one or multiple transactions
Headnote
The High Court of Judicature at Bombay allowed a writ petition challenging stamp duty assessment on an NCLT order sanctioning a composite amalgamation scheme -- The Court held that stamp duty under Maharashtra Stamp Act, 1958 is levied on the instrument (NCLT order) and not the underlying transactions -- The impugned orders assessing Rs. 50,00,000 as duty were set aside -- The Court applied the principle from Chief Controlling Revenue Authority vs Reliance Industries Limited that chargeability depends on the instrument -- It was immaterial whether the order pertained to one or different transactions -- The judgment clarified that treating separate transactions as distinct for stamp duty conflicts with Section 5 of the Stamp Act, 1958
Issue of Consideration
The Issue of whether stamp duty under Maharashtra Stamp Act, 1958 should be assessed on the instrument (NCLT order) or the underlying transactions (amalgamation scheme) was considered
Final Decision
The High Court allowed the writ petition, set aside the impugned orders dated 25 March, 2019 and 12 September, 2022, and held that stamp duty assessment was invalid as duty is levied on the instrument (NCLT order) and not the underlying transactions
Law Points
- Stamp duty under Maharashtra Stamp Act
- 1958 is levied on instrument not underlying transaction
- Principle from Chief Controlling Revenue Authority vs Reliance Industries Limited applies
- Section 3 of Stamp Act
- 1958 governs chargeability
- Instrument is NCLT order not scheme of amalgamation
- Separate transactions do not warrant separate stamp duty if covered by single instrument
Case Details
2026 LawText (BOM) (02) 89
Writ Petition No. 7496 of 2023
Mr. Nikhil Sakhardande, Mr. Dhaval Shethia, Ms. Nafisa Khandeparkar, Ms. Mrudula Dixit i/b AZB & Partners, for the Petitioner, Mr. O. A. Chandurkar, Addl GP a/w Ms. Tanu Bhatia, AGP, for the State
Schaeffler India Ltd. (Formerly FAG Bearings India Ltd.)
Chief Controlling Revenue Authority, Pune, Maharashtra, Collector of Stamps (Enforcement-I) Mumbai, State of Maharashtra through the Additional Government Pleader (A.S.) High Court, Bombay
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Nature of Litigation
Writ petition challenging stamp duty assessment on an NCLT order
Remedy Sought
Petitioner seeks setting aside of impugned orders assessing stamp duty of Rs. 50,00,000
Filing Reason
Aggrieved by assessment treating amalgamation scheme as two transactions for stamp duty
Previous Decisions
Earlier judgment dated 20 January, 2026 was recalled after an Interim Application sought expunging of certain paragraphs
Issues
Whether stamp duty under Maharashtra Stamp Act, 1958 should be levied on the instrument (NCLT order) or the underlying transactions (amalgamation scheme)
Whether the assessment of Rs. 50,00,000 as duty on the NCLT order is valid
Submissions/Arguments
Stamp duty is on instrument not transaction, NCLT Mumbai order is the instrument, Assessment on transactions amounts to charging the scheme not instrument, Precedent from Chief Controlling Revenue Authority vs Reliance Industries Limited supports this view, Gujarat High Court decision in Ambuja Cement Limited vs Chief Controlling Revenue Authority has persuasive value
Ratio Decidendi
Stamp duty under Maharashtra Stamp Act, 1958 is chargeable on the instrument itself, not the underlying transactions, and a single instrument covering multiple transactions does not warrant separate duty assessments
Judgment Excerpts
Stamp duty under Section 3 of the Stamp Act, 1958 contemplates payment of stamp duty on instrument and not the underlying transaction
The issue is no longer res integra and stands decided in Chief Controlling Revenue Authority, Pune And Another vs Reliance Industries Limited, Mumbai And Another
Treating the transaction as a distinct transaction and demanding separate stamp duty is in conflict with the true import and meaning of Section 5 of Stamp Act, 1958
Procedural History
Petition filed challenging orders dated 25 March, 2019 and 12 September, 2022 -- Earlier judgment dated 20 January, 2026 allowed petition but was recalled after Interim Application -- Matter heard afresh and judgment pronounced on 18 February, 2026
Acts & Sections
- Maharashtra Stamp Act, 1958: Section 3, Section 5, Section 53(1A)
- Companies Act, 2013: Section 230, Section 231, Section 232
