M/S Awl Agri Business Limited (Formerly Known As Adani Wilmar Limited) Through Its Authorized Signat vs The State Of Madhya Pradesh

NEUTRAL CITATION NO. 2026:MPHC-GWL:19568
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IN THE HIGH COURT OF MADHYA PRADESH
AT GWALIOR

BEFORE
HON'BLE SHRI JUSTICE MILIND RAMESH PHADKE
th
ON THE 6 OF JULY, 2026
WRIT PETITION No. 33190 of 2025
M/S AWL AGRI BUSINESS LIMITED (FORMERLY KNOWN AS
ADANI WILMAR LIMITED) THROUGH ITS AUTHORIZED SIGNAT
Versus
THE STATE OF MADHYA PRADESH AND OTHERS
Appearance:
Shri Rohit Saboo - Advocate alongwith Shri Kushal Dube - Advocate
for the petitioner.
Ms. Monika Mishra - Govt. Advocate for the State.
ORDER
The present petition, under Article 226/227 of the Constitution of
India, has been filed by the petitioner seeking following reliefs:-
"a) Issue an appropriate writ, order or direction,
including a writ in the nature of Certiorari, thereby quashing
and setting aside the impugned order dated 22.04.2025
passed by the Ld. Board of Revenue in Revision No.
416/2021, whereby the challenge to the order of adjudication
passed by the Ld. Commissioner dated 16.08.2018 has been
rejected;
b) Issue an appropriate writ, order or direction,
including a writ in the nature of Mandamus, declaring that
Signature Not Verified
Signed by: PAWAN KUMAR
Signing time: 7/7/2026
11:33:31 AM

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the order dated 16.08.2018 passed by the Ld. Commissioner

adjudicating stamp duty on the instrument of merger is
illegal, arbitrary, and without authority of law;
c) Issue an appropriate writ, order, or direction,
particularly in the nature of Mandamus, to the Ld. Collector
of Stamps, Vidisha, to adjudicate the Petitioner's application
dated 11.02.2016 for concession of stamp duty under Article
25(13) of the Notification dated 02.01.2015 afresh on its own
merits, in accordance with the law, and to do so in a time-
bound manner as may be stipulated by this Hon'ble Court;
d) Any other order this Hon'ble Court may deem fit in
the interest of justice."
Short facts of the case that the petitioner, M/s AWL Agri Business
Limited (formerly Adani Wilmar Limited), is engaged in the business of
manufacturing and marketing edible oils and other FMCG products. One
Satya Sai Agroils Pvt. Ltd. (SSA) had acquired an industrial unit situated at
Vidisha under the provisions of the SARFAESI Act and was granted certain
incentives, including remission of stamp duty, under the Industrial Promotion
Policy, 2004. Subsequently, the petitioner acquired the entire shareholding of
SSA, pursuant to which SSA became its wholly owned subsidiary.
Thereafter, SSA was amalgamated with the petitioner under a Scheme of
Amalgamation sanctioned by the High Court of Gujarat vide order dated
28.10.2015. Since the amalgamation involved a wholly owned subsidiary, no
consideration was paid for the transfer. On 11.02.2016, the petitioner
Signature Not Verified
Signed by: PAWAN KUMAR
Signing time: 7/7/2026
11:33:31 AM

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submitted an application before the Collector, Vidisha seeking reduction of

stamp duty under Article 25(13) of the Notification dated 02.01.2015, which
provides for concessional stamp duty on instruments of sale, merger or
amalgamation of industrial units as a going concern. Although the General
Manager, District Industries Centre, Vidisha opined that the petitioner
fulfilled the requisite conditions for grant of the concession, the matter was
referred to the Divisional Commissioner. The Divisional Commissioner, by
order dated 16.08.2018, rejected the petitioner's claim for concession and
further adjudicated stamp duty payable on the instrument of amalgamation.
Aggrieved thereby, the petitioner preferred a revision before the Board of
Revenue, Madhya Pradesh. The Board of Revenue, vide order dated
22.04.2025 passed in Revision No. 416/2021, dismissed the revision and
affirmed the order of the Divisional Commissioner. Aggrieved by the
aforesaid orders dated 16.08.2018 and 22.04.2025, the petitioner has
preferred the present writ petition under Articles 226 and 227 of the
Constitution of India.
Learned counsel for the petitioner has argued before this Court that the
impugned order passed by the Board of Revenue is ex facie unsustainable,
having been passed in gross violation of the principles of natural justice, as
the proceedings dated 02.04.2025 specifically record that none appeared on
behalf of the petitioner, nor was any one present on behalf of the
respondents, whereafter the matter was merely reserved for orders. However,
while passing the final order dated 22.04.2025, the Board of Revenue has
recorded in paragraph 3 that the submissions advanced by the learned
Signature Not Verified
Signed by: PAWAN KUMAR
Signing time: 7/7/2026
11:33:31 AM

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counsel for the petitioner were considered. It is further submitted that the said

recital is factually incorrect and self-contradictory inasmuch as no counsel
had appeared on 02.04.2025 and no opportunity of hearing was afforded to
the petitioner. Thus, the finding that the arguments of the petitioner's counsel
were considered is demonstrably erroneous from the record itself, rendered
the impugned order liable to be set aside on the ground of violation of the
principles of natural justice.
Per contra, learned Government Advocate appearing for the
respondents supported the impugned orders and submitted that the Divisional
Commissioner has rightly rejected the petitioner's claim for concessional
stamp duty. It is further contended that the petitioner's predecessor company,
namely M/s Satya Sai Agroils Pvt. Ltd., had already availed the benefit of
exemption/remission under the Industrial Promotion Policy, 2004 pursuant to
the communication dated 12.04.2010, and, therefore, the petitioner was not
entitled to claim a further concession in respect of the same industrial unit. It
is further submitted that the Board of Revenue, upon due consideration of the
material available on record, found no illegality or irregularity in the order
passed by the Divisional Commissioner and rightly dismissed the revision
petition. Accordingly, it is prayed that the writ petition, being devoid of
merit, deserves to be dismissed.
Having heard learned counsel for the parties and upon perusal of the
record, this Court finds that the proceedings of the Board of Revenue dated
02.04.2025 unequivocally record that none appeared on behalf of the
petitioner and none appeared on behalf of the respondents, whereafter the
Signature Not Verified
Signed by: PAWAN KUMAR
Signing time: 7/7/2026
11:33:31 AM

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matter was reserved for orders. However, while passing the final order dated

22.04.2025, the Board of Revenue has observed in paragraph 3 thereof that
the submissions advanced by the learned counsel for the petitioner were
considered. The aforesaid recital is manifestly inconsistent with the
proceedings recorded on 02.04.2025. Once the proceedings themselves
disclose that no one had appeared on behalf of the petitioner on the date
when the matter was reserved for orders, the observation in the impugned
order that the submissions of the petitioner's counsel were considered is
clearly contrary to the record.
The principles of natural justice, particularly the rule of audi alteram
partem, require that a party likely to be affected by an adverse order must be
afforded a reasonable and effective opportunity of hearing. Compliance with
this requirement is an indispensable component of fair adjudication. In the
present case, the record itself gives rise to a serious doubt as to whether the
petitioner was afforded such an opportunity before the revision petition came
to be decided.
Without entering into the merits of the rival claims or the correctness
of the findings recorded by the Divisional Commissioner in the order dated
16.08.2018, this Court is of the considered opinion that the impugned order
dated 22.04.2025 passed by the Board of Revenue stands vitiated on account
of violation of the principles of natural justice and, therefore, cannot be
allowed to stand.
Accordingly, the writ petition is allowed. The order dated 22.04.2025
passed by the Board of Revenue in Revision No. 416/2021 is hereby
Signature Not Verified
Signed by: PAWAN KUMAR
Signing time: 7/7/2026
11:33:31 AM

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quashed. The matter is remitted to the Board of Revenue for fresh

consideration in accordance with law after affording due and effective
opportunity of hearing to all concerned parties. The parties shall appear
before the Board of Revenue on 24/07/2026, whereafter the Board shall
proceed to decide the revision expeditiously, preferably within a period of
three months from the date of appearance of the parties.
It is made clear that this Court has not expressed any opinion on the
merits of the controversy, and all questions of fact and law are left open to be
urged before the Board of Revenue.
The writ petition stands disposed of in the aforesaid terms. No order as
to costs.
(MILIND RAMESH PHADKE)
JUDGE
pwn*

Signature Not Verified
Signed by: PAWAN KUMAR
Signing time: 7/7/2026
11:33:31 AM