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2012 (10) TMI 40 - CALCUTTA, HIGH COURTScheme of amalgamation /arrangement sanctioned by the High Court - whether it would attract the mischief of Indian Stamp Act, 1899 in the State of West Bengal - Held that:- “Transfer of property” being “inter vivos”. Section 5 of the Transfer of Property Act would squarely be applicable in a scheme of amalgamation or demerger. It was a transfer between two “juristic persons”. Hence, it was nothing but one of the methods of transfer in corporate field that would certainly be inter vivos. An inter vivos transfer would definitely attract Stamp Duty as per the said Act of 1899 and/or the State amendments applicable therefor. On the question of “holding subsidiary” corporate entities are having distinctive features. Shareholders do not own the corporate entity. Lifting of the corporate veil might suggest otherwise. In the eye of law, corporate entities are distinct. Hence, transfer from A to B would definitely a “transfer” to come within the scope of paragraph 45 of Hindusthan Lever (2003 (11) TMI 335 - SUPREME COURT OF INDIA), attracting appropriate duty - As per the proposed law scheme of amalgamation and/or arrangement would involve two per cent Stamp Duty whereas the “conveyance” as of date would require payment of duty at the rate of seven per cent. It is for the State to fix the rate. So long the new law does not come in force the existing law would prevail. The parties would have to adhere to the same.
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