Delhi HC Quashes Stamp-Duty Notice, Finds Info Edge’s Wholly Owned Subsidiary Merger Exempt Under 1937 Notification

Highorbit Careers Private Limited (“Highorbit”) was Info Edge’s wholly owned subsidiary.

The NCLT sanctioned a scheme amalgamating Highorbit with Info Edge; upon the scheme taking effect, no new shares were issued, Highorbit’s shares were cancelled, and Highorbit was dissolved without winding up.

More than four years later, the Respondent issued a notice requiring proof of stamp-duty payment under Article 23 of Schedule IA of the Indian Stamp Act, 1899, and proposing a penalty.

Info Edge claimed exemption under Notification No. 13 dated 25 December 1937 and applied for a certificate under its proviso.

The Respondent disputed the Notification’s continuing applicability in Delhi and noted that the issue was pending before a Division Bench; the judgment in Ambuja Cement Ltd. was also under appeal, without a stay.

Notification No. 13 dated 25 December 1937 exempts instruments evidencing transfer of property between a parent company and its subsidiary where one is the beneficial owner of at least 90% of the other’s issued share capital.

In Ambuja Cement Ltd. v. Collector of Stamps, 2024 SCC OnLine Del 7710, the Coordinate Bench rejected the contention that the Notification had been repealed or was inapplicable and held that the covered amalgamation instruments were exempt from stamp duty.

A Coordinate Bench decision on identical facts remains binding unless set aside; the pendency of an appeal, without a stay, does not displace its binding effect.

The Court also referred to Freecharge Payment Technologies Private Limited v. Collector of Stamps, W.P.(C) 11910/2022, order dated 8 October 2026.

The Court found that Highorbit was Info Edge’s wholly owned subsidiary and that the amalgamation therefore fell within the exemption applied in Ambuja Cement Ltd.

It rejected the Respondent’s reliance on the pending challenge to that decision: the Coordinate Bench had expressly considered and rejected the argument that the Notification was repealed, and its judgment had neither been set aside nor stayed.

Applying that binding precedent, the Court held that the NCLT’s amalgamation order was exempt from stamp duty and that the impugned notice could not stand.

Pending applications were also disposed of.