Girish Chandra Gupta, J. - (1.) THIS is an application for confirmation of a scheme of amalgamation between the petitioner No. 1 and the petitioner No. 2. The assets and properties of the petitioner No. 1 including moveable, immovable,rights and powers of every description together with liabilities are sought to be transferred to the petitioner No. 2 in consideration of the petitioner No. 2, the transferee issuing to the shareholders of the transferor company being the petitioner No. 1, one equity share of Rs. 10/ - each credited as fully paid up for every 15 fully paid up equity shares of Rs. 10/ - each held by the shareholders of the transferor company the petitioner No. 1.
(2.) A question cropped up as to whether Stamp Duty is payable in a case of transfer like this. By an order dated 13 -5 -2002 the petitioners were directed to serve a copy of the petition upon the learned Advocate General and the matter was adjourned till 20 -5 -2002. On 20 -5 -2002 both the petitioners and the learned Advocate General made their respective submission. the matter was partly heard State of West Bengal was added as a party to this application. A large number of applications for sanction of scheme of reconstruction or amalgamation were subsequently tagged with this application in order to facilitate the learned advocates appearing in other matters to appear and make their submissions on the common question raised in these cases. Accordingly, various learned advocates appearing in other matters also made their respective submissions against the issue whereas learned Advocate General made his submission for the issue. The issue debated before this Court is an follows: Whether an order sanctioning a scheme of (SIC) or amalgamation under Section 394 read with Section 391 of The Companies Act, 1956 is liable to be stamped in accordance with the provisions of Indian Stamp Act in its application to the State of West Bengal. An answer to this issue largely depends upon the answer to the question as to whether such an order amounts to a convenance within the meaning of the provisions of Stamp Act if answer to this question is in the affirmative and order under Section 394 of the Companies Act is liable to be stamped.
(3.) THE expression "conveyance" has been defined in Section 2 Sub -section (10) of the Indian Stamp Act as follows: (10) Conveyance - -"Conveyance" includes a conveyance on sale and every instrument by which property, whether movable or immovable is transferred inter vivos and which is not otherwise specifically provided for by Schedule I or by Schedule IA as the case may be.;