Once a resolution plan is approved under the IBC, all claims not part of the plan stand extinguished.

The petitioner, Digjam Limited, underwent a scheme of amalgamation sanctioned by the Gujarat High Court on 17.02.2016 under Section 394 of the Companies Act, 1956

Following the sanction, the respondent (Superintendent of Stamps) issued an order on 30.12.2016 alleging deficit stamp duty of ₹1,36,46,243/-

The authority computed this by treating the market value of shares and consideration (including share premium) as higher than the market value of immovable properties under Article 20(d) of Schedule-I of the Gujarat Stamp Act, 1958

The petitioner, having later undergone proceedings under the Insolvency and Bankruptcy Code (IBC), challenged the levy, arguing that once a resolution plan is approved, past claims not included in the plan stand extinguished

The Chief Controlling Revenue Authority affirmed the levy on 10.08.2020

1. Whether the respondent authority is entitled to recover past deficit stamp duty claims after the approval of a resolution plan under the Insolvency and Bankruptcy Code, 2016

2. Whether share premium should be included as "consideration" for the purpose of levying stamp duty under Article 20(d) of Schedule-I to the Gujarat Stamp Act, 1958

The Court primarily applied the "Clean Slate" doctrine under Section 31 of the Insolvency and Bankruptcy Code (IBC), 2016, as interpreted by the Supreme Court in Ghanashyam Mishra and Sons Private Limited v. Edelweiss Asset Reconstruction Company Limited (2021)

This rule dictates that an approved resolution plan is binding on all stakeholders, including State Governments, and all claims not part of the plan are extinguished

The Court also referenced Article 20(d) of Schedule-I of the Gujarat Stamp Act, 1958, regarding stamp duty on conveyance in amalgamations

The Court Reasoned that the dominance of the IBC over state-level tax or stamp claims is absolute once a resolution plan is finalized. Referring to Ghanashyam Mishra and Ujaas Energy Ltd. v. West Bengal Power Development Corporation Ltd. (2026), the Court observed that the claims of the Revenue authorities were "frozen" and "extinguished" because they were not part of the resolution plan approved by the Adjudicating Authority

The Court found that the respondent authority failed to raise their claim for deficit stamp duty during the relevant IBC proceedings

Consequently, regardless of the merits of how the stamp duty was calculated (i.e., the inclusion of share premium), the statutory "clean slate" provided by the IBC bars the State from initiating or continuing recovery proceedings for pre-resolution liabilities

It held that the recovery of deficit stamp duty is not tenable in law as all such claims stand extinguished upon the approval of a resolution plan under the IBC

The Court directed that since the underlying liability was voided by operation of the IBC, the demands made by the Collector and the Chief Controlling Revenue Authority were illegal