Info Edge (India) Limited vs Government Of NCT Of Delhi Through The Office Of Additional District Magistrate Collector Of Stamps HQ & Anr.

AMIT MAHAJAN, J. (Oral)

By the present petition, the petitioner seeks quashing of the notice dated 08.10.2026 bearing no. F.10(166)/COS(HQ)/Stamp Br./2026/2970, issued by the Respondent No.1 through email dated 16.10.2026 (herein after referred to as ‘impugned notice’), whereby the petitioner’s erstwhile wholly owned subsidiary was directed to furnish proof of payment of stamp duty under Article 23 of Schedule IA of the Indian Stamp Act, 1899 (as applicable to Delhi), failing which penalty was proposed to be imposed, along with the proceedings initiated pursuant thereto.

Briefly stated, the petitioner is a public limited company incorporated under the Companies Act, 1956. Highorbit Careers Private Limited (hereinafter referred to as ‘Highorbit’) was a wholly owned subsidiary of the petitioner, with the petitioner holding its entire issued share capital since 25.06.2019. A scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013 was proposed between Highorbit and the petitioner, whereby Highorbit was to be amalgamated with the petitioner. The said scheme was sanctioned by the National Company Law Tribunal, Principal Bench, New Delhi (hereinafter referred to as ‘NCLT’) by an order dated 21.02.2022.

Upon the scheme coming into effect, no new shares were issued by the petitioner and the entire issued share capital of Highorbit stood cancelled. Subsequent to that, Highorbit stood dissolved without winding up.

More than four years thereafter, the Respondent No.1 issued the impugned notice to Highorbit, recording that it had not applied for adjudication of stamp duty and that it had failed to pay the stamp duty within the prescribed period and was evading the stamp duty. The petitioner, by its response dated 26.10.2026 and at the hearing on 28.10.2026, claimed exemption under Notification No. 13 dated 25.12.1937. On 02.11.2026, the petitioner also applied to the Respondent No.1 for issuance of a certificate under the proviso to Entry 55 of the said Notification.

The learned counsel for the petitioner submits that the petitioner is exempted under Notification No. 13 dated 25.12.1937, issued by the Central Government (hereafter referred to as ‘the Notification’), as Highorbit was a wholly owned subsidiary of the petitioner. He further submits that the Notification exempts from payment of stamp duty instruments evidencing transfer of property between a parent company and a subsidiary company, one of which is the beneficial owner of not less than 90% of the issued share capital of the other, and that the exemption was specifically pleaded before the Respondent No.1, however, the impugned notice has been issued without considering the same.

He further contended that the petitioner is entitled to the benefit of the judgment of Ambuja Cement Ltd. vs. Collector of Stamps: 2024 SCC OnLine Del 7710, as the issue was identical. He submits that, as in the said case, the amalgamation is between companies covered under the Notification, the shares of the transferor company stood cancelled upon the amalgamation, and stamp duty is being demanded without considering the Notification. He further submits that, in similar circumstances, this Court in Freecharge Payment Technologies Private Limited vs. Collector of Stamps: W.P.(C) 11910/2022, by order dated 08.10.2026, quashed the order whereby stamp duty was imposed.

The learned counsel for the Respondent No.1 opposes the submissions made by the petitioner. He submits that the department has taken the stand that the earlier stamp laws stood repealed and that the notifications issued under the erstwhile regime, including the Notification dated 25.12.1937, did not continue to operate in Delhi thereafter. He submits that this question is under consideration before the Division Bench of this Court.

He further submits that the judgment in Ambuja Cement Ltd. (supra) is under challenge in LPA 236/2025 and is pending consideration before the Division Bench.

Having taken note of the rival contentions of the parties and having perused the record, this Court finds merit in the reliance placed by the learned counsel for the petitioner on the judgment passed by the Coordinate Bench in the case of Ambuja Cement Ltd. vs. Collector of Stamps (supra). In the said case, the petitioner therein was exempted from payment of stamp duty by virtue of the Notification No. 13 dated 25.12.1937. It was observed as follows:

The contention that the Notification stood repealed was raised before the Coordinate Bench and was specifically rejected in paragraph 10.4 of Ambuja Cement Ltd. (supra). The pendency of a challenge to a judgment of a Coordinate Bench does not efface its binding effect. The said judgment has not been set aside, and no stay is operating.

It is pertinent to note that Judicial discipline requires that, in such circumstances, a judgment of a Coordinate Bench rendered on identical facts be followed.

It is undisputed that the issue raised in the present petition has already been decided by the Coordinate Bench of this Court in Ambuja Cement Ltd. (supra), and in similar circumstances, this Court in Freecharge Payment Technologies Private Limited (supra), by order dated 08.10.2026, had quashed the impugned order wherein the learned SDM had imposed the stamp duty. In the opinion of this Court, the benefit of the said judgment is also available to the petitioner. Highorbit being a wholly owned subsidiary of the petitioner, the order of the NCLT approving the scheme of amalgamation is, in view of the Notification, exempt from payment of stamp duty, in the same manner as the merger order in Ambuja Cement Ltd. (supra).

Accordingly, the present petition is allowed in terms of the judgment in Ambuja Cement Ltd. (supra).

The impugned notice dated 08.10.2026, along with all consequential proceedings, is quashed and set aside.

The pending application(s), if any, also stand disposed of.