Info Edge (India) Limited vs Government Of Nct Of Delhi Through The Office Of Additional District Magistrate Collector Of Stamps Hq & Anr.

Court
Delhi High Court

$~89
* IN THE HIGH COURT OF DELHI AT NEW DELHI
th
% Date of Decision: November 06 , 2026
# CNR No. DLHC010539012026
+ W.P.(C) 16546/2026 & CM APPL. 77611/2026, CM APPL.
77612/2026
INFO EDGE (INDIA) LIMITED .....Petitioner
Through: Mr. Aayush Mitruka, Ms. Lisa
Mishra, Mr. Lohitaksh & Mr.
Ashish Bhan, Advs.
versus
GOVERNMENT OF NCT OF DELHI THROUGH THE
OFFICE OF ADDITIONAL DISTRICT MAGISTRATE
COLLECTOR OF STAMPS HQ & ANR. .....Respondents
Through: Mr. Dhananjaya Mishra & Mr.
Bhargav Verma, Advs. for R-1.
CORAM:
HON'BLE MR. JUSTICE AMIT MAHAJAN
AMIT MAHAJAN, J. (Oral)
1. By the present petition, the petitioner seeks quashing of the
notice dated 08.10.2026 bearing no. F.10(166)/COS(HQ)/Stamp
Br./2026/2970, issued by the Respondent No.1 through email dated
16.10.2026 ( herein after referred to as ‘impugned notice’) , whereby
the petitioner’s erstwhile wholly owned subsidiary was directed to
furnish 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 to be imposed, along with the proceedings
initiated pursuant thereto.
Signature Not Verified
Signed By:SHIKHA
SEHGAL
Signing Date:10.11.2026
16:24:22
W.P.(C) 16546/2026 Page 1 of 5

2. Briefly stated, the petitioner is a public limited company
incorporated under the Companies Act, 1956. Highorbit Careers Private
Limited (hereinafter referred to as ‘Highorbit’ ) was a wholly owned
subsidiary of the petitioner, with the petitioner holding its entire issued
share capital since 25.06.2019. A scheme of amalgamation under
Sections 230 to 232 of the Companies Act, 2013 was proposed between
Highorbit and the petitioner, whereby Highorbit was to be amalgamated
with the petitioner. The said scheme was sanctioned by the National
Company Law Tribunal, Principal Bench, New Delhi (hereinafter
referred to as ‘NCLT’ ) by an order dated 21.02.2022.
3. Upon the scheme coming into effect, no new shares were issued
by the petitioner and the entire issued share capital of Highorbit stood
cancelled. Subsequent to that, Highorbit stood dissolved without
winding up.
4. More than four years thereafter, the Respondent No.1 issued the
impugned notice to Highorbit, recording that it had not applied for
adjudication of stamp duty and that it had failed to pay the stamp duty
within the prescribed period and was evading the stamp duty. The
petitioner, by its response dated 26.10.2026 and at the hearing on
28.10.2026, claimed exemption under Notification No. 13 dated
25.12.1937 . On 02.11.2026, the petitioner also applied to the
Respondent No.1 for issuance of a certificate under the proviso to Entry
55 of the said Notification.
5. The learned counsel for the petitioner submits that the petitioner
is exempted under Notification No. 13 dated 25.12.1937 , issued by the
Central Government (hereafter referred to as ‘the Notification’ ), as
Signature Not Verified
Signed By:SHIKHA
SEHGAL
Signing Date:10.11.2026
16:24:22
W.P.(C) 16546/2026 Page 2 of 5

Highorbit was a wholly owned subsidiary of the petitioner. He further
submits that the Notification exempts from payment of stamp duty
instruments evidencing transfer of property between a parent company
and a subsidiary company, one of which is the beneficial owner of not
less than 90% of the issued share capital of the other, and that the
exemption was specifically pleaded before the Respondent No.1,
however, the impugned notice has been issued without considering the
same.
6. He further contended that the petitioner is entitled to the benefit
of the judgment of Ambuja Cement Ltd. vs. Collector of Stamps : 2024
SCC OnLine Del 7710, as the issue was identical. He submits that, as
in the said case, the amalgamation is between companies covered under
the Notification, the shares of the transferor company stood cancelled
upon the amalgamation, and stamp duty is being demanded without
considering the Notification. He further submits that, in similar
circumstances, this Court in Freecharge Payment Technologies
Private Limited vs. Collector of Stamps : W.P.(C) 11910/2022 , by
order dated 08.10.2026, quashed the order whereby stamp duty was
imposed.
7. The learned counsel for the Respondent No.1 opposes the
submissions made by the petitioner. He submits that the department has
taken the stand that the earlier stamp laws stood repealed and that the
notifications issued under the erstwhile regime, including the
Notification dated 25.12.1937, did not continue to operate in Delhi
thereafter. He submits that this question is under consideration before
the Division Bench of this Court.
Signature Not Verified
Signed By:SHIKHA
SEHGAL
Signing Date:10.11.2026
16:24:22
W.P.(C) 16546/2026 Page 3 of 5

8. He further submits that the judgment in Ambuja Cement Ltd.
(supra) is under challenge in LPA 236/2025 and is pending
consideration before the Division Bench.
9. Having taken note of the rival contentions of the parties and
having perused the record, this Court finds merit in the reliance placed
by the learned counsel for the petitioner on the judgment passed by the
Coordinate Bench in the case of Ambuja Cement Ltd. vs. Collector of
Stamps (supra) . In the said case, the petitioner therein was exempted
from payment of stamp duty by virtue of the Notification No. 13 dated
25.12.1937. It was observed as follows:
“10.4. Accordingly, the argument advanced by the Standing Counsel for the
respondent that the Notification no. 13 dated 25.12.1937 has been repealed
and is not applicable, does not have any legal force and is accordingly
rejected. The petitioner and ACIPL were wholly owned subsidiaries of a
common parent company - Holderind and therefore, the scheme of
amalgamation and the merger order are squarely covered under the
Notification no. 13 dated 25.12.1937 which exempts the said instruments
from payment of stamp duty. 11. The present petition is allowed in view of
above discussion. Accordingly the show-cause notice dated 20.03.2014 and
the impugned order dated 07.08.2014 issued by the respondent are quashed
and set aside along with all consequential proceedings.”
10. The contention that the Notification stood repealed was raised
before the Coordinate Bench and was specifically rejected in paragraph
10.4 of Ambuja Cement Ltd. (supra) . The pendency of a challenge to
a judgment of a Coordinate Bench does not efface its binding effect.
The said judgment has not been set aside, and no stay is operating.
11. It is pertinent to note that Judicial discipline requires that, in such
circumstances, a judgment of a Coordinate Bench rendered on identical
facts be followed.
Signature Not Verified
Signed By:SHIKHA
SEHGAL
Signing Date:10.11.2026
16:24:22
W.P.(C) 16546/2026 Page 4 of 5

12. It is undisputed that the issue raised in the present petition has
already been decided by the Coordinate Bench of this Court in Ambuja
Cement Ltd. (supra) , and in similar circumstances, this Court in
Freecharge Payment Technologies Private Limited (supra) , by order
dated 08.10.2026, had quashed the impugned order wherein the learned
SDM had imposed the stamp duty. In the opinion of this Court, the
benefit of the said judgment is also available to the petitioner. Highorbit
being a wholly owned subsidiary of the petitioner, the order of the
NCLT approving the scheme of amalgamation is, in view of the
Notification, exempt from payment of stamp duty, in the same manner
as the merger order in Ambuja Cement Ltd. (supra) .
13. Accordingly, the present petition is allowed in terms of the
judgment in Ambuja Cement Ltd. (supra) .
14. The impugned notice dated 08.10.2026, along with all
consequential proceedings, is quashed and set aside.
15. The pending application(s), if any, also stand disposed of.
AMIT MAHAJAN, J
NOVEMBER 6, 2026
“SK”
Signature Not Verified
Signed By:SHIKHA
SEHGAL
Signing Date:10.11.2026
16:24:22
W.P.(C) 16546/2026 Page 5 of 5