- (1.) THE petitioner which is a registered company under the Indian Companies Act, 1956 is challenging the order dated 27-7-1999 passed by the Additional Collector (Stamps), jaipur by which it was required to deposit stamp duty for registration of its amended Memorandum of Association @ 0. 5% ad valorem on the enhanced share capital amount.
(2.) THE petitioner-company was incorporated in the name and style of National bearing Company (Jaipur) Ltd. under the Jaipur Companies Act, 1942 at Jaipur on 13-1-1948 with its registered Office at Jaipur. Clause 5 of its Memorandum of Association prior to the amendment dated 16-10-1998 contained thus :? "5. The capital of the Company is Rs. 5,75,00,000 (Rupees Five Crores Seventy five lacs) divided into 55,00,000 shares of Rs. 10 each and 25000 shares of Rs. 100 each with power to sub-divide, consolidate and increase or decrease and with power from time to time to issue any share of the original capital or any new capital with the subject to any preferential, deferred, qualified or special rights, privileges or Conditions as may be thought fit. and upon the subdivision of a share to apportion the right to participate in profits in any manner as between the shares resulting from such subdivision. "
(3.) SHAREHOLDERS of the company in the annual general meeting held on 16-10-1998 resolved to substitute aforesaid clause 5 by the following :? "5. The Capital of the Company is Rs. 16,25,00,000 (Rupees Sixteen Crores Twenty-five Lacs) divided into 1,60,00,000 shares of Rs. 10 each and 25,000 shares of Rs. 100 each with power to sub-divide, consolidate and increase or decrease and with power from time to time to issue any share of the original capital or any new capital with the subject to any preferential, deferred, qualified or special rights, privileges of conditions as may be thought fit and upon the sub-division of a share to apportion the right to participate in profits in any manner as between the shares resulting from such subdivision. ";