HIMACHAL FUTURISTIC COMMUNICATIONS LIMITED Vs. STATE OF RAJASTHAN

JUDGEMENT

(1.) This appeal is directed against order dtd. 7/6/2019 passed by the learned Single Judge, whereby, writ petition filed by the appellant-writ petitioner has been dismissed.

(2.) The appellant filed writ petition on pleadings inter alia that the appellant-company, registered under the Companies Act, 1956 at Solan, Himachal Pradesh and engaged in the business of manufacturing of telecom equipments, optical fibre cables and also providing telecom turnkey services, entered into an arrangement and amalgamation of another company namely, Sunvision Engineering Company Private Limited. Petition under Ss. 391 and 394 of the Companies Act, 1956 was submitted before the High Court of Himachal Pradesh for sanctioning the scheme of arrangement and amalgamation of Sunvision Engineering Company Private Limited with the appellant-company. Vide order dtd. 5/1/2011, the High Court of Himachal Pradesh sanctioned the scheme. Transferor and Transferee companies were allowed to file copy of the order with the Registrar of Companies of the State of Punjab, Chandigarh and Himachal Pradesh and the transferor company was dissolved without process of winding up.

(3.) Further pleading was that as a result of sanction of the scheme of arrangement and amalgamation of Sunvision Engineering Company Private Limited with the appellant-company, the assets and properties of Sunvision Engineering Company Private Limited were registered with the appellant-company and equity shares were also allotted to the shareholders of Sunvision Engineering Company Private Limited in the ratio of 47 equity shares of value of Re. 1/- for every one share of Sunvision Engineering Company Private Limited having face value of Rs.10.00. In this manner, 47 crore equity shares were issued to the shareholders of Sunvision Engineering Company Private Limited, which was holding one crore equity shares of the said company. Sunvision Engineering Company Private Limited also owned 14 parcels of land situated in the State of Rajasthan. These assets of Sunvision Engineering Company Private Limited were also transferred by virtue of order of the High Court of Himachal Pradesh in favour of the appellant-company, whereafter, the appellant-company approached Jaipur Development Authority (for short 'JDA') on 9/1/2017 seeking mutation of aforementioned 14 parcels of land situated at Shiv Nagar-II/Ramnagariya, Jaipur in the revenue records. JDA sent the matter for legal examination, whereafter, the State Government, having examined the documents of amalgamation, formed an opinion that there was deficit of stamp duty. A demand was, therefore, raised against the appellant-company by issuing a notice under Sec. 51 of the Rajasthan Stamp Act, 1998 (for short 'the Stamp Act of 1998') by registering the proceedings against the appellant-company. The appellant-company in that proceedings submitted that the stamp duty as payable for valuation of 14 parcels of land situated in the State of Rajasthan of which the appellant-company became owner by virtue of sanction order of the High Court of Himachal Pradesh, alone were required to be assessed for determination of stamp duty. A representation was submitted in response to notice dtd. 22/6/2017. The Deputy Registrar, after coming to the conclusion that as the valuation of 14 parcels of land was not possible there being no separate demarcation which would enable such valuation, vide order dtd. 7/3/2018, held the appellant-company liable for payment of a sum of Rs.25.00 crores as stamp duty with the mutation of the records of JDA within 15 days, failing which action was contemplated in terms of Sec. 56 of the Stamp Act of 1998. Such a demand was raised on valuation arrived at Rs.12,73,29,36,970.00 of the entire document, i.e., the order passed by the High Court of Himachal Pradesh sanctioning the scheme of amalgamation and transfer of the assets of Sunvision Engineering Company Private Limited to the appellant-company. Aggrieved by the said order, the appellant-company filed writ petition before this Court.