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Sushil Kumar Bhatia (Advocate)     31 January 2009

Transfer immoveable property without stamp duty

  Question for legal knowledge " If  A company wants to transfer it 's immoveable property and goodwill to someone how it can be transfer without paying stamp duty"


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 4 Replies

N.K.Assumi (Advocate)     31 January 2009

Refer SECTION 17 OF THE iNDIAN REGISTRATION aCT 1908.

rajini (Lawyer )     31 January 2009

for transfer of any immoveable property under Transfer of property act stamp duty is complusary if the property value is morethan the value of 100 but good will can be tranfered without any stamp duty under some conditions.

Prakash Yedhula (Lawyer)     02 February 2009

 The Calcutta High Court has held that transfer of property, movable and immovable and including shares, from one company to another is liable to payment of stamp duty. It was held that an order sanctioning a scheme of reconstruction or amalgamation under Section 394 (of the Companies Act) is covered by the definition of the words `conveyance' and `instrument' under the Indian Stamp Act and therefore liable to stamp duty.This was an application filed in the Court for confirmation of a scheme of amalgamation between Gemini Silks Ltd (petition No 1) and Gemini Overseas Ltd (petitioner No 2). The assets and properties of petitioner No 1 including movable, immovable, rights and powers of every description together with liabilities were sought to be transferred to the petitioner No 2 in consideration of petitioner No 2, the transferee issuing to the shareholders of the transferor company (being petitioner No 1), one equity share of Rs 10 each credited as fully paid up for every 15 fully paid up equity shares of Rs 10 each held by the shareholders of the transferor company (petitioner No 1).



The question was whether stamp duty was payable in a case of transfer like this. The State of West Bengal was added as a party to this application. A large number of applications for sanction of scheme of reconstruction or amalgamation were subsequently tagged with this application in order to hear submissions on the common question raised in these cases.



The Judge said that an answer to this issue largely depended upon the answer to the question as to whether such an order amounted to a conveyance within the meaning of the provisions of the Stamp Act.

Y.SARATH BABU (ADVOCATE)     26 May 2011

Respected Sir,

                   Please give details about at the time of amalgamation which document has to execute to transfer the land and buidings one company to another company

Originally posted by :Y.Prakash
"  The Calcutta High Court has held that transfer of property, movable and immovable and including shares, from one company to another is liable to payment of stamp duty. It was held that an order sanctioning a scheme of reconstruction or amalgamation under Section 394 (of the Companies Act) is covered by the definition of the words `conveyance' and `instrument' under the Indian Stamp Act and therefore liable to stamp duty.This was an application filed in the Court for confirmation of a scheme of amalgamation between Gemini Silks Ltd (petition No 1) and Gemini Overseas Ltd (petitioner No 2). The assets and properties of petitioner No 1 including movable, immovable, rights and powers of every descripttion together with liabilities were sought to be transferred to the petitioner No 2 in consideration of petitioner No 2, the transferee issuing to the shareholders of the transferor company (being petitioner No 1), one equity share of Rs 10 each credited as fully paid up for every 15 fully paid up equity shares of Rs 10 each held by the shareholders of the transferor company (petitioner No 1).The question was whether stamp duty was payable in a case of transfer like this. The State of West Bengal was added as a party to this application. A large number of applications for sanction of scheme of reconstruction or amalgamation were subsequently tagged with this application in order to hear submissions on the common question raised in these cases.The Judge said that an answer to this issue largely depended upon the answer to the question as to whether such an order amounted to a conveyance within the meaning of the provisions of the Stamp Act. "

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