In an important judgement, a larger bench of the Gujarat held that the State Government can levy stamp duty in the event of amalgamation or reconstruction of unlisted companies based on their market capitalization, and the premium paid for issuance of Shares cannot be treated as its face value.
A three-judge bench gave various references regarding computation of stamp duty under the Gujarat Stamp Duty Act. The questions were posed by the chief controlling revenue authority before the HC in 2020, when different companies including firms of Adani Group, Global Enterprise Ltd, Troikaa Pharmaceuticals Ltd felt that higher stamp duty was asked for mergers/amalgamation/reconstruction of their companies.
For calculation of stamp duty, the bench held that therevenue departmentwas right in charging duty on orders sanctioning schemes of amalgamation/reconstruction between unlisted companies based on market value of shares, which will be deemed to be its face value according to Explanation-III(c) in Article 20(d) of Schedule-I to the Gujarat Stamp Act, 1958. The amount of premium at which such shares of unlisted companies are issued under schemes cannot be treated as a separate consideration while computing stamp duty.