The State-Specific Regime
Stamp duty on a scheme sanctioned by the NCLT is governed by the stamp law of the state where the order is stamped. There is no uniform national rate. The rates and exemptions vary substantially, and the choice of jurisdiction can produce cost differentials running into crores.
Delhi: The 3% Uncapped Levy
Delhi does not have a separate entry for schemes of arrangement under Schedule I-A of the Stamp Act, 1899 (as applicable to Delhi). The Delhi High Court in Delhi Towers Ltd. v. G.N.C.T. of Delhi held that the order sanctioning a scheme is an instrument constituting “conveyance” under Article 23, attracting stamp duty at 3% of the consideration amount, determined as the market value of shares issued in exchange and any other consideration. There is no upper limit or cap. For high-value transactions, the 3% levy can translate into hundreds of crores.
Haryana: Capped and Differentiated
Haryana’s framework under Article 23-A of Schedule I-A distinguishes between two categories: conveyances amounting to a “sale of immovable property,” which attract 1.5% subject to a maximum cap of ₹7.5 crore; and “other conveyances,” which attract nil stamp duty. The 1937 Notification, as validated in Ambuja Cement Ltd. v. Collector of Stamps, provides an exemption for certain parent-subsidiary arrangements.
Other States
Maharashtra charges 0.25% on listed shares and 3% on unlisted shares; Gujarat applies 3% on unlisted shares (with a minimum of ₹10,000 for each of the transferor and transferee company under the 2025 amendment); Karnataka charges 2%; Tamil Nadu imposes 2% on unlisted shares. Andhra Pradesh and Telangana offer nominal stamp duty for court-sanctioned schemes.
The Planning Consequence
The stamp duty analysis should be undertaken before the scheme is filed, not after the NCLT order is received. The choice of the transferor or transferee’s registered office, the situs of the immovable property, and the structure of the consideration can affect the duty. A scheme that is drafted without stamp duty planning may face a demand that was not budgeted.
Call to Action: For scheme stamp duty modelling, state-wise rate comparison, or exemption analysis, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.