SCHAEFFLER INDIA LTD v. CHIEF CONTROLLING REVENUE AUTHORITY AND ANR
Chargeability of Stamp Duty on NCLT Orders - Composite Amalgamation Schemes Constitute a Single Instrument and Cannot be Segregated into Distinct Transactions to Evade Statutory Caps under Section 5.
Court: Bombay High Court
Citation: 2026:BHC-AS:8547-DB
Decision Date: 18-02-2026
List of Laws
Maharashtra Stamp Act, 1958; Companies Act, 2013 (Section 230 to 232); Interpretation of Fiscal Statutes; Concept of "Instrument" vs. "Transaction" in Stamp Law
- Facts: The Petitioner, Schaeffler India Ltd., entered into a composite scheme of amalgamation involving two transferor companies: INA Bearings India Pvt. Ltd. (Maharashtra) and LuK India Pvt. Ltd. (Tamil Nadu). Since the companies were located in different states, the scheme was sanctioned by both NCLT Chennai (for LuK India) and NCLT Mumbai (for the Petitioner and INA Bearings). When the Petitioner lodged the NCLT Mumbai order for adjudication of stamp duty, the Respondent authorities treated the single composite scheme as two distinct transactions under Section 5 of the Maharashtra Stamp Act, 1958. Consequently, they levied double the maximum capped stamp duty, totaling Rs. 50 Crores (Rs. 25 Crores per "transaction"), rather than applying the cap to the instrument as a whole.
- Procedural Posture: The Petitioner challenged the adjudication order dated March 25, 2019, before the Chief Controlling Revenue Authority, which dismissed the appeal on September 12, 2022. The Petitioner then filed a Writ Petition before the Bombay High Court. An earlier judgment in the matter was recalled to hear the case afresh after an interim application regarding factual recordings was filed.
- Issue: Whether a court order sanctioning a composite scheme of amalgamation involving multiple companies constitutes "distinct matters" under Section 5 of the Maharashtra Stamp Act, 1958, thereby allowing the revenue to levy separate stamp duty on each underlying merger transaction within the same instrument.
- Holding: No, the court held that stamp duty is chargeable on the "instrument" and not the underlying "transactions". A composite order sanctioning a scheme of amalgamation cannot be segregated into distinct transactions for the purpose of levying multiple sets of stamp duty.
- Reasoning: The Court reasoned that Section 3 of the Act specifies that duty is attracted by the "instrument" and not the transaction. Under Section 2(g)(iv), the NCLT order itself is the "conveyance". The Court relied on the Full Bench decision in "CCRA vs. Reliance Industries Limited", which established that even if a scheme involves multiple transfers, the order of the Court is the sole taxable instrument. Furthermore, the Court cited the Gujarat High Court’s view in "Ambuja Cements Limited", noting that when multiple parties join in one instrument with a community of interest (the amalgamation), it does not constitute "distinct matters" under Section 5. The Court concluded that the revenue cannot look into the underlying transactions to multiply the tax burden when the law recognizes the NCLT order as a single taxable unit subject to a statutory cap.
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