Parent–Subsidiary Amalgamation Order Exempt From Stamp Duty in Delhi: Delhi High Court

The Delhi High Court quashed a stamp duty notice on Info Edge’s merger with its wholly owned subsidiary, applying the 1937 exemption notification and a binding coordinate bench ruling.

An order of the National Company Law Tribunal (NCLT) sanctioning the amalgamation of a wholly owned subsidiary into its parent is exempt from stamp duty in Delhi under Notification No. 13 dated 25 Dec 1937, the Delhi High Court has held [Info Edge (India) Limited v. Government of NCT of Delhi & Anr., 2026-juristway.com-3450-HC(Delhi)-CORP].

Justice Amit Mahajan quashed a notice dated 8 Oct 2026 from the Collector of Stamps. The notice was addressed to Highorbit Careers Private Limited, Info Edge’s former subsidiary, and asked for 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.

Info Edge had held all of Highorbit’s shares since 25 Jun 2019. The NCLT, Principal Bench, sanctioned the scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013 on 21 Feb 2022. No new shares were issued, Highorbit’s share capital was cancelled, and it was dissolved without winding up. The notice came more than four years later.

The 1937 notification exempts instruments transferring property between a parent and a subsidiary where one holds at least 90% of the issued share capital of the other. The Collector’s counsel argued that the earlier stamp laws had been repealed and the notification no longer operated in Delhi, that this question was before a Division Bench, and that the ruling in Ambuja Cement Ltd. v. Collector of Stamps (2024) relied on by Info Edge was under challenge in LPA 236/2025.

The Court held that the repeal argument had been specifically rejected in Ambuja Cement. It said that “the pendency of a challenge to a judgment of a Coordinate Bench does not efface its binding effect”, since that judgment had not been set aside or stayed. Judicial discipline required it to be followed. The Court also noted that in Freecharge Payment Technologies Private Limited v. Collector of Stamps (W.P.(C) 11910/2022), decided on 8 Oct 2026, a stamp duty order had been quashed in similar circumstances.

Holding that the NCLT order was exempt in the same manner as the merger order in Ambuja Cement, the Court allowed the petition and quashed the notice and all consequential proceedings.

2026-juristway.com-3450-HC(Delhi)-CORP