TMI Blog2012 (6) TMI 28X X X X Extracts X X X X X X X X Extracts X X X X ..... l. However, the ROC insisted by e-mail dated 15-4-2010 that the Petitioner should file Form-67 in all respects and clarified that if the stamp duty is not paid by the Petitioner, the amount of Rs. 58,25,000 deposited with the ROC will stand forfeited - Held that:- Articles of Association and the Memorandum of Association of a company are required to be submitted at the time of registration of the company. At that stage stamp duty is payable in terms of either Article 10 or Article 39 of the Schedule IA to the Act. Neither Article 10 nor Article 39 refers to 'increase' in the authorized share capital as a basis for levy of stamp duty. In the absence of a specific provision that permits the levy of stamp duty on the increase in authorized sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es of Rs. 100 each. On 29-12-2008 the Petitioner increased its authorized share capital from Rs. 3.50 crores to Rs. 6 crores. Subsequently, by an order dated 9-10-2009 passed by this Court the authorized share capital was increased from Rs. 6 crores to Rs. 8.50 crores. The Petitioner paid stamp duty on the increase in the authorized share capital. On 15-1-2010, the Petitioner further increased its authorized share capital from Rs. 8.50 crores to Rs. 125 crores and filed e-Form-5 on 27-1-2010. On 13-3-2010 the Petitioner submitted an application to ROC for determination of stamp duty on the increase in authorized share capital. In particular Respondent No. 4 was requested to clarify whether as per Article 10 of the Schedule IA of the Indian ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ved that the Authorized share capital of the company has been increased from 8.50 crores to Rs. 125 crores in the meeting of the Board of Directors held on 22nd December 2009. As per Article 10( a ) and ( b ) of Schedule 1A of the Indian Stamp Act, 1899, stamp duty chargeable on the authorized capital of the company is 0.15 per cent of the authorized share capital with a monetary ceiling of Rs. 25 lakhs. Thus, the stamp duty chargeable on the authorized share capital of Rs. 125 crore comes to Rs. 18,75,000. In case you have already paid the stamp duty on authorized share capital of Rs. 8.50 crore i.e., Rs. 1,27,500, you are required to deposit the balance amount of stamp duty in the office of the Registrar of Companies as usual." 4. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in which original authorized share capital exceeds Rs. one lakh at the time of incorporation and registration of the company and not to the subsequent increased authorized share capital. This distinction was clearly understood by other State Legislatures. A reference was drawn to the Article 10 of the Indian Stamp Act as amended by State legislatures of Rajasthan, Madhya Pradesh and Andhra Pradesh. For instance, Article 10 as amended by the Madhya Pradesh State Legislature reads as under : Article 10. Articles of Association of a Company : ( a ) Where the company has no share capital One thousand rupees ( b ) Where the company has nominal share capital or increased share capital 0.15 per cent of such nomin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 70 Delhi 651 and R.N. Vasudeva v. Union of India 12 [1976] DLT 109. 10. Having considered the above submissions, this Court is of the view that the Petitioner ought to succeed. The order dated 11-8-2010 of the Collector of Stamps proceeds on the footing that under Article 10( a ) and ( b ) of Schedule IA of the Act, stamp duty chargeable on the authorized capital of the company is 0.15 per cent of the authorized share capital with a monetary ceiling of Rs. 25 lakhs. There is no provision for charging stamp duty on "increase" in the authorised share capital. Nevertheless Respondent No. 4 has proceeded to determine the stamp duty payable on the authorized share capital as Rs. 18,75,000. A statute authorizing the levy of stamp duty is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he case is not covered within the four corners of the provisions of the taxing statute, no tax can be imposed by inference or by analogy or by trying to probe into the intentions of the legislature and by considering what was the substance of the matter." (p. 661) 12. The Supreme Court in CWT v. Ellis Bridge Gymkhana [1998] 1 SCC 384/[1997] 95 Taxman 143 held as under : "The rule of construction of a charging section is that before taxing any person, it must be shown that he falls within the ambit of the charging section by clear words used in the section. No one can be taxed by implication. A charging section has to be construed strictly. If a person has not been brought within the ambit of the charging section by clear words, he ..... X X X X Extracts X X X X X X X X Extracts X X X X
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