M/S. SREENIVASA PHARMA PRIVATE LIMITED Vs. THE COMMISSIONER AND INSPECTOR GENERAL OF REGISTRATION AND STAMPS

JUDGEMENT

(1.) Heard the learned Counsel for the petitioners and the learned Government Pleader appearing for the learned Advocate General.

(2.) The first petitioner company is a company incorporated under the Companies Act, 1956, and having its registered office at Plot No.66/B-2, Phase I, IDA, Jeedimetla, Hyderabad, 500055, and is a wholly owned subsidiary of the second petitioner company, M/s.SMS Pharmaceuticals Limited, a company incorporated under the Companies Act, 1956, and having its registered office at 417, Nilgiri, Aditya Enclave, Ameerpet, Hyderabad - 500 038. The first petitioner filed Company Petition No.132 of 2007 connected with Company Application No.2195 of 2007 for sanction of the scheme of amalgamation as approved by the shareholders of the petitioner companies under Sections 391 and 394 of the Companies Act. The scheme of amalgamation was sanctioned on 19.06.2008. A copy of the sanctioned scheme was sent to the second respondent. The second respondent instead of registering the sanctioned scheme, sought clarification from the first respondent by letter dated 14.11.2008 followed by a reminder dated 04.03.2009 regarding applicability of stamp duty. The first respondent, by proceedings dated 20.03.2009, informed the second respondent that the stamp duty at 2% shall be chargeable as per Art. 20(d) of Schedule I-A of the Indian Stamp Act, 1899, on the investment of 23,50,000 shares of Rs.10.00 each allotted as fully paid up by way of bonus shares and 29,23,000 shares allotted for consideration other than cash, totally which amounts to 52,73,000 shares of Rs.10.00 each i.e., to Rs.5,27,30,000.00 in the case of amalgamation of the first petitioner company with the second petitioner company. The first petitioner company submitted a reply on 29.05.2009 and there was no positive action. The communication dated 20.03.2009 issued by the first respondent to the second respondent is challenged in the present Writ Petition.

(3.) A reading of the scheme of amalgamation with regard to consideration reads as follows: