ANUP INDUSTRIES LIMITED Vs. STATE OF GUJARAT

JUDGEMENT

(1.) Rule. Mr.Mengdey waives service of rule on behalf of Respondent Nos.1 and 2.

(2.) . The petitioner is a Public Limited Company registered under relevant provisions of the Companies Act, 1956. The petitioner was originally incorporated as a Private Limited Company under the name of Anup Industries Private Limited on 2 1/08/1961. As required by the provisions of the Companies Act, the petitioner at its extraordinary general meeting held on 12/12/1994 passed a Special Resolution to change its name from Anup Industries Private Limited to Anup Industries Limited. The Registrar of Companies, Gujarat and Dadra and Nagar Haveli issued certificate of change on 15th December, 1994 in purursuance of Section 23(1) of the Companies Act. One of the properties held by the Private Limited Company was a lease of two industrial plots from Gujarat Industrial Development Corporation (GIDC) and as required by them two declarations were made on 1 7/08/1999 for the limited purpose of placing it on record of GIDC. The said declarations came to be presented before the Sub-Registrar, Valsad. On 13th August, 2001 the respondent issued two notices stating why the authority should not recover deficit stamp duty and penalty in relation to the two declarations made for the purposes of records of GIDC. The petitioner replied to the show-cause notices by two letters of 23rd August, 2001. However, the respondent - authorities did not accept the explanation and issued further notices on 16th October, 2001. The aforesaid four notices, two dated 1 3/08/2001 and two dated 16/10/2001 are challenged by way of this petition.

(3.) . Mr.A.M.Kapadia, learned advocate for the petitioner submitted that the respondents have no authority or jurisdiction to issue the impugned notices and consequentially demand payment of either stamp duty or penalty as proposed, because the provisions of the Bombay Stamp Act, 1958 do not permit the respondent to undertake such an exercise. It was further contended that the respondent - authorities have shown total non-application of mind and as such the impugned notices do not point out the provisions of the Bombay Stamp Act, 1958 under which the said demands have been raised. 4. As against this, learned A.G.P. Mr.Mengdey appearing on behalf of the respondents relied upon the definitions of 'Conveyance' in Section 2(g) and 'Instrument' in Section 2(l) of the Bombay Stamp Act, 1958, in support of his contention that the declaration made by the petitioner - Company amounted to an instrument under which the leased out plots were conveyed from Private Limited Company to a Limited Company resulting in a transaction of transfer which was exigible to stamp duty. That the petitioner having failed to affix necessary stamp on the said instrument it became liable to pay the deficit stamp duty and penalty under relevant provisions of the Act. Reliance was also placed on Articles 20 and 57 of the Bombay Stamp Act,1958.