If there is no specific provision, then no stamp duty is payable for any increase in the Share Capital of a Company | Notice for increase share capital filed to RoC in a Form is not an instrument under Stamp Act – State of Maharashtra and Anr. Vs. National Organic Chemical Industries Ltd. – Supreme Court
Hon’ble Supreme Court held that:
(i) It is the Registrar who is the custodian of the articles of a company and not the company.
(ii) An order of the Court sanctioning a scheme of amalgamation cannot be equated to Form No. 5.
(iii) It is only the articles which are an instrument within the meaning of Section 2(l) of the Stamp Act and accordingly have been mentioned in Article 10 of Schedule-I of the Stamp Act.
(iv) Increase in the share capital of the company also shall be valid as if it were originally there when the Articles of Association were first stamped.
(v) If there is no specific provision for charging the increase, then no stamp duty is payable for any increase in the share capital of a company.
(vi) The amendment does not have retrospective effect, however since the instrument ‘Articles of Association’ remains the same and the increase was initiated by the respondent after the cap was introduced, the duty already paid on the same very instrument will have to be considered. It is not a fresh instrument which has been brought to be stamped, but only the increase in share capital in the original document, which has been specifically made chargeable by the Legislation.
