Pls guide
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ANURAG KUMAR
Dec 21, 2025, 8:33:45 AM12/21/25
to gyan-gurukul-c...@googlegroups.com
Dear Sir,
pls guide if company 1 amalgamate with company 2 and then the amalgamated company again amalgamate with company 3. and Company 1 has taken land from govt on lease for 50 years. then what is the position of land for company 3. Is stamp duty payable or will it be treated as transfer or there is levy of any tax or not. Pls helpRegards
Gopal Rathnam
Dec 23, 2025, 1:37:16 AM12/23/25
to Gyan Gurukul - CS Divesh Goyal
1. Under a court/NCLT‑approved scheme of amalgamation, all assets and liabilities of the transferor (Company 1) vest in the transferee (Company 2) (in first-step amalgamation), and then in Company 3 in your second‑step amalgamation, by operation of law under the Companies Act.
2. Indian stamp laws (Indian Stamp Act and state amendments) treat a court/NCLT order sanctioning an amalgamation scheme as an “instrument” by which properties (including immovable/leasehold property) are transferred from the transferor to the transferee, and stamp duty can be levied on that order. Courts and state governments have generally held that amalgamation under a scheme amounts to a “conveyance” for stamp duty purposes under state stamp act. Each stage of the amalgamation order, stamp duty would become applicable.
3. Government lease deeds often contain clauses that prohibit assignment, transfer, or change in control without prior government consent; amalgamation is frequently treated as a transfer/assignment for these clauses even though it occurs by operation of law. Hence, review the lease deed and applicable government land policies for any requirement of prior approval, additional premium, or transfer fee on change of lessee, amalgamation, or change in shareholding. Etc,
4. Check, impact of income‑tax under section 2(1B) of the Income‑tax Act regarding "transfer of capital assets" arising out of amalgamation for capital gains.
GOPALRATHNAM-9886618696
2. Indian stamp laws (Indian Stamp Act and state amendments) treat a court/NCLT order sanctioning an amalgamation scheme as an “instrument” by which properties (including immovable/leasehold property) are transferred from the transferor to the transferee, and stamp duty can be levied on that order. Courts and state governments have generally held that amalgamation under a scheme amounts to a “conveyance” for stamp duty purposes under state stamp act. Each stage of the amalgamation order, stamp duty would become applicable.
3. Government lease deeds often contain clauses that prohibit assignment, transfer, or change in control without prior government consent; amalgamation is frequently treated as a transfer/assignment for these clauses even though it occurs by operation of law. Hence, review the lease deed and applicable government land policies for any requirement of prior approval, additional premium, or transfer fee on change of lessee, amalgamation, or change in shareholding. Etc,
4. Check, impact of income‑tax under section 2(1B) of the Income‑tax Act regarding "transfer of capital assets" arising out of amalgamation for capital gains.
GOPALRATHNAM-9886618696
ANURAG KUMAR
Dec 30, 2025, 4:29:36 AM12/30/25
to gyan-gurukul-cs-d...@googlegroups.com, Gyan Gurukul - CS Divesh Goyal
Thanks a lot for your help
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