Pramod Kumar Srivastava, J.—Heard learned counsel for the petitioner, learned AGA and perused the records.
2. M/s J.K. Industries Ltd. and M/s J.K. Sugar Ltd. were amalgamated pursuant to a scheme of amalgamation. Said scheme of amalgamation was approved by order dated 7.7.2003 of Calcutta High Court passed in Company Petition No. 139 of 2003. Thereafter immovable property of land etc. of M/s J.K. Industries Ltd. was mutated in revenue records in the name of M/s J.K. Sugar Ltd. Thereafter, other scheme of amalgamation between Dhampur Sugar Mills Ltd. (present petitioner) and M/s J.K. Sugar Ltd. was prepared for taking over the assets and liability of M/s J.K. Sugar Ltd; which was approved by Allahabad High Court. By order dated 18.3.2013 passed in Company Petition no. 6 of 2013, this scheme of amalgamation between petitioner and J.K. Sugar Ltd. was also subsequently approved by Calcutta High Court vide order dated 17.5.2013 (passed in Company Petition No. 47 of 2013 connected with company Application No. 741 of 2012).
3. In this scheme of amalgamation, which had been approved by the two High Courts, inter alia, there was paragraph 6.8.2, which reads that :
"Since all movable properties belonging to Transferor Company shall be transferred by way of delivery and possession, no stamp-duty shall be payable on transfer of such properties".
4. Thereafter the State Government had granted permission dated 29.9.2015 for institution of stamp case. In this matter a committee of six persons was formed for assessment of immovable properties of M/s J.K. Sugar Ltd. situated in Tehsil Meerganj. Said Committee consisted by Additional District Magistrate (F&R), Bareilly as Chairman, Assistant Commissioner (Stamp) Bareilly, Executive Engineer (PWD), Tehsildar Meerganj, Sub-Registrar, Meerganj, and government approved valuer Vivek Krishna as its members. Then District Magistrate, Bareilly had passed order dated 4.11.2015 directing Chairman and members of said committee to make assessment of market value of property of J.K. Sugar Ltd. situated in Meerganj. In compliance of said order of District Magistrate, the Assistant Inspector General (Registration), Bareilly had issued notice dated 13.1.2016 to General Managers of J.K. Sugar Mills Ltd. and Dhampur Sugar Mill Ltd. regarding co-operation in inspection of their property. After it, ADM (F. & R.) Bareilly had passed order dated 29.3.2016 directing other members of aforesaid committee to complete the work of inspection and submit the assessment report. By present writ petition, the petitioner M/s Dhampur Sugar Mill, Meerganj (a unit of Dhampur Sugar Mills Ltd.) had challenged the order dated 4.11.2015 passed by District Magistrate, Bareilly as well as notice dated 13.1.2016 passed by Assistant Inspector General (Registration) and order dated 29.3.2016 passed by ADM (F & R) Bareilly.
5. Learned counsel for the petitioner submitted that the scheme of amalgamation between M/s J.K. Sugar Ltd. and M/s Dhampur Sugar Ltd. was made in a formal way by scheme of amalgamation under Companies Act that had been approved by the judgments of Allahabad High Court as well as Calcutta High Court. In said scheme of amalgamation, as above, there was specific provision that no stamp-duty shall be payable on transfer of such properties; therefore there is no legal justification for initiation of stamp case and fiscal inspection of property. Her further submission was that when no stamp-duty is to be paid in this transaction of scheme of amalgamation under the orders of the two High Courts, then initiation of stamp case, passing of impugned order dated 4.11.2015 and passing of other notice dated 13.1.2016 and 29.3.2016 is erroneous and futile exercise which has adverse effect of interference in working of petitioner. Therefore these impugned orders and notice should be quashed. She further submitted that since all the proceedings is being carried out in erroneous and illegal way by respondents, therefore there is possibility that respondents may pass erroneous order of exorbitant assessment of value of property and they may pass illegal order of imposition of stamp-duty under the garb of directions of the State Government that may cause prejudice to the petitioner.
6. These submissions were opposed by Standing Counsel who contended that the proceedings are carried out by respondents in compliance of directions of the State Government. Under directions of State Government, stamp case was to be registered and property relating to instrument of scheme of amalgamation between M/s J.K. Sugar Ltd and M/s Dhampur Sugar Mill Ltd. situated in Meerganj has to be inspected. He further submitted that since stamp case has been registered in this matter, therefore, in spite of any assessment, the respondents are legally obliged to pass appropriate legal order. Since no order has been passed against the petitioner so far, therefore this writ petition is premature and is liable to be dismissed.
7. It is admitted fact, which is also proved from perusal of records, that by instrument of scheme of amalgamation, as approved by Allahabad High Court and Calcutta High Court, the property of M/s J.K. Sugar Ltd. situated in Meerganj has been transferred to M/s Dhampur Sugar Ltd. The petitioner is subsidiary unit of M/s Dhampur Sugar Mills Ltd. By this instrument (scheme of amalgamation in question) immovable property and its rights were transferred from one statutory person (M/s J.K. Sugar Ltd.) to another statutory person (M/s Dhampur Sugar Mill Ltd.). The State Government had found that no stamp-duty was paid on this instrument relating to scheme of amalgamation. The Government had considered the matter of non-payment of stamp-duty on this instrument and considered it appropriate to get this matter properly decided by initiation of proceedings of stamp case; therefore the permission was granted for initiation of stamp case and direction was issued to respondents. Accordingly, the respondent no. 2 District Magistrate, Bareilly had passed impugned order dated 4.11.2015 for initiation of stamp case and constitution of Committee for inspection of related property situated in Meerganj. In compliance of said order of District Magistrate, the other order and notice dated 13.1.2016 and 29.3.2016 were passed by respondent no. 6, Assistant Inspector General (Registration), Bareilly and respondent no.-3 Additional District Magistrate (F & R.). In fact, the impugned orders and notice dated 4.11.2015, 13.01.2016 and 29.3.2016 have been passed by respondents in compliance of administrative direction of the State Government, but till now no adverse order has been passed by them. Even after assessment of valuation of property in question, the hearing has to be made in concerned stamp case, which had to be decided on merits, for deciding as to whether any stamp-duty is payable in this matter or not. Initiation of proceedings of stamp case under Section 47-A of Indian Stamp Act is within prerogative of respondents. They can make inspection of such property for the purposes of assessment of market value etc. and after it, they have to afford opportunity to person concerned, if a case of non-payment of legally required stamp-duty is found; and thereafter they may pass any such order against such person. The institution to stamp case and issuance of notice in it does not necessarily mean that stamp-duty would be imposed in those cases where no such duty is payable.
8. In stamp case, no stamp-duty can be imposed if legally no case of payment of stamp-duty is made out. In such case, the respondent has to apply its judicial mind and decide the matter in accordance with law, irrespective of any administrative direction of the State Government. No order in stamp case can be passed which is against law on the basis of administrative direction.
9. In present matter only notice has been issued by respondent, but so far no order on merit has been passed. This submission of learned counsel for the petitioner is correct that notice dated 29.03.2016 issued by respondent no.-3, ADM (F & R) to other members of committee may be erroneous because respondent no.-3 himself was directed by order dated 4.11.2015 to inspect property along with other five members of the Committee, but by this notice dated 29.3.2016, he had expressed his intention of not inspecting the said property himself and directing the other members of the Committee to inspect property and submit report. But that is internal communication between members of Committee which has no bearing on rights of petitioner.
10. In view of above, finding that in absence of any adverse or prejudicial order on merits against the petitioner or M/s Dhampur Sugar Mills Ltd., and finding that it is without any actual cause of action; this writ petition is found premature and is accordingly disposed of.
