Brief Facts of the Case:
Holcim (India) Private Limited (hereinafter referred to as "the petitioner" or "HIPL") is a wholly owned subsidiary of Holderind Investments Ltd., Mauritius (hereinafter referred to as "Holderind"). Ambuja Cements India Private Limited (hereinafter referred to as "ACIPL"). ACIPL was a 100% subsidiary of Holderind which held 55% shares of ACIPL directly and the remaining 45% shares were held by Holcim (India) Private Limited.
The Boards of Directors approved a scheme of amalgamation between Holcim (India) Private Limited and Ambuja Cements India Private Limited whereby ACIPL was proposed to be merged into HIPL.
ACIPL did not have any immovable property at that time and the only movable property held by ACIPL was its shareholding in ACC Limited (hereinafter referred to as "ACC") and Ambuja Cements Limited which were in demat form.
Pursuant to the approval of the scheme with effect for 06.01.2012, HIPL issued shares to Holderind for its 55% stake in ACIPL and obviously its holding in ACIPL were cancelled.
HIPL received a show cause notice from the Respondent that it had not paid the stamp duty on the merger order and was directed to furnish proof of payment of stamp duty on the conveyance as per the India Stamp Act, 1899.
The show-cause notice also specified that it was being issued in view of the judgment passed by this Court in Delhi Towers Ltd. V G.N.C.T. of Delhi, 2009 SCC OnLine Del 3959 (hereinafter referred to as "Delhi Towers Ltd.").
In the preliminary report, HIPL stated that no stamp duty was payable on the merger order under the head 'conveyance' and the transfer of shares of ACC and ACL from ACIPL to HIPL was in dematerialized form did not attract any stamp duty.
This story is from the December 2024 edition of M & A Critique.
Start your 7-day Magzter GOLD free trial to access thousands of curated premium stories, and 9,000+ magazines and newspapers.
Already a subscriber ? Sign In
This story is from the December 2024 edition of M & A Critique.
Start your 7-day Magzter GOLD free trial to access thousands of curated premium stories, and 9,000+ magazines and newspapers.
Already a subscriber? Sign In
STRATEGIC MERGER SHALL CATAPAULT ASTER DM AS THE 3rd LARGEST HOSPITAL CHAIN IN INDIA
\"The resulting merged listed entity will be called Aster DM Quality Care Limited\"
STAMP DUTY EXEMPTION ON TRANSFER OF SHARES AS PART OF MERGER OF SUBSIDIARIES
A Writ Petition was filed by Ambuja Cements Limited (hereinafter \"the Petitioner\" or \"ACL\"), challenging the imposition of stamp duty on a merger order under Article 23 of Schedule IA of the Indian Stamp Act, 1899 by Collector of Stamps, Delhi (hereinafter \"Respondent\").
Acquisition of Plastic Injected Moulding Business from Sundaram Auto helps Pricol Group to a leadership position in Auto Component Sector
Recently, Sundaram Auto Components Limited, a wholly owned subsidiary of TVS Motor Company Limited approved the sale of its injection moulded plastic component solutions division to Pricol Precision Products Private Limited, a wholly owned subsidiary of Pricol Limited, as a going concern on a slump sale basis.
Simplifying the Corporate Structure - Merger of Inox Leasing and Financing with Gujarat Fluorochemicals
The board of Directors of some of Inox group entities have approved a Composite Scheme of Arrangement which provides for first demerger of Wind business of Inox Leasing and Finance Limited being a promoter group entity into Inox Holdings and Investments Limited and subsequently, merger of remaining Inox Leasing and Finance Limited into Gujarat Fluorochemicals Limited to provide direct holding of listed company to the promoters.
Cement Sector Consolidation Continues: Orient Cement to be acquired by Adani Group's Ambuja Cement
The shopping spree for the Adani group seems to be unstoppable. Recently, Adani group announced yet another acquisition in the cement space. This time it is Orient Cement Limited.
ITAT held that the reserve created on amalgamation is capital in nature and not taxable as perquisite
Recently, the Income Tax Appellate Tribunal, Mumbai held that the reserve created on amalgamation is capital in nature and not taxable as perquisite.
Mega Consolidation: SeQuent Scientific and Viyash Lifesciences backed by PE Carlyle Group
SeQuent Scientific Limited announced a merger which is expected to create a unique & differentiated platform with leading market position in Animal healthcare segment.
Raymond Group continues Segregation of its Business Verticals
After successful demerger of \"Lifestyle Business,\" Raymond Limited announced yet another restructuring to unlock further value for stakeholders.
Ultratech Cements adds India Cement in its shopping cart
India's Cement Industry is poised for consolidation. In recent past we have seen multiple large & small acquisitions in cement segment for consolidating positions.
Valor Estate Limited: "Diversification" to "Sepration" of Hospitality Business
“From investments in hospitality business, the demerger transaction will enable VEL to start its construction in hospitality”
