An order of a Court, sanctioning a scheme of amalgamation or demerger is a 'conveyance' and liable to be levied stamp duty. Give your opinion citing relevant case laws.

When transfer takes place by virtue of a court order to a scheme of amalgamation, stamp duty is leviable. By virtue of Section 2(g) the Bombay Stamp Act, 1958 , the order of the Court ordering the transfer of assets and liabilities of the transferor company to the transferee company is deemed to be a conveyance. The definition of conveyance is given below: As per Section 2(g) of the Bombay Stamp Act, 1958 , "Conveyance" includes- a conveyance on sale, every instrument, every decree or final order of any Civil Court, every order made by the High Court under Section 394 of the Companies Act, 1956 in respect of amalgamation of companies; The landmark decision of Bombay High Court in Li Taka Pharmaceuticals v. State of Maharashtra (1996) 8 SC 102 (Bom.) has serious implications for mergers covered not just by the Bombay Stamp Act, 1958 but also mergers covered by Acts of other States. The following are the major conclusions of the Court: An amalgamation under an order of Court under Section 394 of the Companies Act, 1956 is an instrument under the Bombay Stamp Act, 1958. States are well within their jurisdiction when they levy stamp duty on instrument of amalgamation. Stamp duty would be levied not on the gross assets transferred but on the "undertaking", when the transfer is on a going concern basis, i.e., on the assets less liabilities. The value for this purpose would thus be the value of shares allotted. This decision has been accepted in the Act and now stamp duty is leviable on the value of shares allotted plus other consideration paid. The Calcutta High Court in the case of Emami Biotech Ltd. (2012) held that a Court order sanctioning a scheme of amalgamation or demerger under section 391 to 394 of the Companies Act, 1956 is an instrument and conveyance within the meaning of the Stamp Act applicable to the State of West Bengal and is accordingly, subject to stamp duty.