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2019 (5) TMI 608 - HC - Companies LawLiability of Stamp Duty - scheme of amalgamation between the transferor and the transferee companies - interpretation of statute - It is the contention of the parties that, the words “whichever is higher” used in the two sub-clauses in the column of proper stamp duty leviable, is causing problems, both for the person seeking to register the order sanctioning the scheme as also for the registering authority. HELD THAT:- The words “whichever is higher” used in those two sub-clauses cannot be read to mean that, the highest stamp duty of six per cent as prescribed in Article 23 is payable in respect of the four scenarios noted in Article 23A. Giving such an interpretation will render the entirety of Article 23A where it prescribes proper stamp duty as otiose, surplusage and redundant. An interpretation which does not allow such an eventuality to happen should be preferred to that which renders words used in a statute as otiose, surplusage and of no consequence. In the facts of the present case, Article 23A by itself is unambiguous. The quantum of stamp duty payable in the specific scenarios enumerated in Article 23A is not governed by the highest stamp duty payable in respect of Article 23. The authorities have adjudicated the stamp duty payable in respect of the scheme of amalgamation, by the impugned writing dated February 8, 2018, at ₹ 17,65,500/-. The authorities have arrived at a figure, after calculating the value paid by the transferee company to be at ₹ 2,94,25,000/-. The authorities have applied 6 per cent rate on the sum of ₹ 2,94,25,000/- to arrive at the figure of ₹ 17,65,500/-. In view of the discussions above, the rate applicable would be half per cent on the value paid by the transferee company. Petition disposed off.
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