Summary: Companies Act, 2017 (XIX of 2017)----S. 282(5)---Stamp duty---Merger of companies---Applicability of stamp duty in Punjab---Override of federal law over provincial law---Scope---Appellant challenged imposition of stamp duty by the Board of Revenue, Punjab on a court-sanctioned merger of companies under Section 282 of the Companies Act, 2017---Held, proviso to S. 282(5) of the Companies Act expressly exempts stamp duty on transfer of property pursuant to a sanctioned scheme of arrangement, applicable in ICT forthwith and in provinces upon notification or legislation---Companies Act is a federal law enacted under Entry 31 of Part I of the Federal Legislative List, and thus prevails over any inconsistent provincial legislation under Article 143 of the Constitution---Court observed that the Stamp Act, 1899, being a provincial law, cannot override the Companies Act in matters falling within the exclusive legislative domain of Parliament---Court further noted the absence of proper representation from SECP in earlier case law (including Fatima Sugar Mills and Jadeed Feeds Industries), and directed reconsideration of applicability in light of changed legal regime post-2017 Companies Act.Stamp Act, 1899 (II of 1899)----S. 27-A, Ss. 2(10) & 3---Levy of stamp duty---Whether court-sanctioned merger order is a 'conveyance' or 'chargeable instrument'---Scope---Held, a merger sanctioned by court under the Companies Act does not involve an instrument executed inter vivos, but is a transfer by operation of law---Such sanction order does not fall within the scope of 'conveyance' or a 'chargeable instrument' under Ss. 2(10) and 3 of the Stamp Act---Doctrine of Harmonious Construction mandates reading the Stamp Act provisions in line with the overriding effect of S. 282(5) of the Companies Act.Constitution of Pakistan, 1973----Art. 143---Conflict between federal and provincial laws---Prevalence of federal law---Held, where Parliament is competent to legislate on a subject and both federal and provincial laws exist, the federal law shall prevail to the extent of inconsistency or repugnancy---Sections 4 and 282(5) of the Companies Act override the Stamp Act where merger of companies is concerned.SECP Act, 1997----S. 5(10)---SECP’s regulatory guidance---Mergers and restructuring---Court noted the SECP has established a dedicated Mergers & Restructuring Department and is the primary authority for sanctioning mergers under the Companies Act---Lack of SECP's representation in earlier cases was found significant.Interim Relief---Balance of convenience----Held, in view of substantial legal questions and pending deliberation on constitutional and statutory provisions, interim relief granted---Implementation of impugned judgment (2024 CLD 1570) stayed until next date of hearing.Disposition: Case adjourned for resolution by Chief Secretary Punjab; interim relief granted.Cited Legislation:Companies Act, 2017, Ss. 4, 5, 282(5)Constitution of Pakistan, 1973, Arts. 143, 70(4), 148, 149, 201Stamp Act, 1899, Ss. 2(10), 3, 27-ASECP Act, 1997, S. 5(10)Cited Cases:Fatima Sugar Mills Ltd. v. Chief Inspector of Stamps, PLD 2015 Lahore 632Jadeed Feeds Industries (Pvt.) Ltd. v. Board of Revenue, 2024 CLD 1570Fauji Cement Co. Ltd. v. SECP, 2022 CLD 604Total Parco Pakistan Ltd. v. Total Oil Pakistan (Pvt.) Ltd., 2023 CLD 241Kausar Rana Resources (Pvt.) Ltd. v. QALCO, 2025 SCMR 517Mustafa Impex v. Government of Pakistan, PLD 2016 SC 808Benazir Bhutto v. President of Pakistan, PLD 1998 SC 388Sharaf Faridi v. Federation of Pakistan, PLD 1989 Karachi 404

Summary: (a) Constitutional Law – Articles 142, 138, Fourth Schedule, Item 29 & 59 – Legislative competence – Taxation of trans-provincial insurance companies – Stamp duty – ConstitutionalityPetitioners, trans-provincial insurance companies regulated by federal law, challenged the jurisdiction of the Province of Punjab to levy or collect stamp duty under the Stamp Act, 1899 on insurance policies. The Court held that the business of insurance is exclusively regulated under federal law as per Item 29 and 59 of the Federal Legislative List. Imposition of stamp duty on such insurance companies by the provincial government violated Articles 141, 142 and the Fourth Schedule of the Constitution. The impugned notices issued under Section 73 of the Stamp Act were ultra vires and unconstitutional.→ Sui Southern Gas Co. Ltd. v. Federation of Pakistan (2018 SCMR 802) relied upon.(b) Constitutional Law – Article 138 – Delegation of public functions – Delegation to private entities – Scope and limitationThe Court observed that public functions, including impounding of instruments and collection of stamp duties, can only be delegated to public officers under Article 138 of the Constitution. The inclusion of private entities such as commercial concerns and companies within the definition of “public office” under Section 2(22A) of the Stamp Act, 1899 was held unconstitutional. Such delegation of public functions to private bodies was contrary to constitutional jurisprudence laid down in Mustafa Impex v. Federation of Pakistan (PLD 2016 SC 808).(c) Statutory Interpretation – Stamp Act, 1899 – Section 2(22A), Section 73 – Audit Rules – Omission of companies from definition of “public office”The Court held that the 2021 amendment to Section 2(22A) of the Stamp Act, which omitted “a body registered under the Companies Act, 1913,” from the definition of “public office,” indicated legislative intent to exclude private companies such as petitioners from audit jurisdiction. The impugned notices, which directed the companies to undergo audit under Section 73, were issued without lawful authority.(d) Provincial Legislation – Stamp duty audit – West Pakistan Stamp Inspection and Audit Rules, 1949 – ScopeUnder Rule 7 of the Audit Rules and Appendix II, only specified public offices such as courts, government departments, and official receivers fall within the audit domain. Private insurance companies were not listed. The stamp auditors appointed by the Board of Revenue lacked legal mandate to audit petitioners’ records.(e) DispositionPetitions allowed. The definition of “public office” under Section 2(22A) of the Stamp Act, 1899, to the extent it included private bodies, declared unconstitutional. Notices issued by the Chief Inspector of Stamps were declared without lawful authority and struck down.

Summary: (a) Civil Procedure Code, 1908 (V of 1908) —Ss. 115, 2(2)—Succession—Administration petition—Conversion into civil suit—Validity—Stranger challenging title of deceased—Maintainability—Principles— High Court set aside trial court’s order converting an administration petition into a civil suit at the instance of a stranger to the estate (i.e., nephew of the deceased)—Held, objections raised by a person who is neither a legal heir nor a legatee cannot transform an administration petition into adversarial proceedings—Disputes raised by such stranger fall outside the scope of administration and must be adjudicated in separate civil proceedings—Conversion of petition was contrary to binding precedent in PLD 2011 Karachi 83 (Ghazala Zakir case). (b) Succession—Administration of estate—Scope of court’s jurisdiction—Test for inclusion of property disputes— Court reiterated settled test: if the determination of a property dispute affects inter se rights of legal heirs, it may be decided in administration proceedings; if it only affects third-party claims or strangers, such dispute must be resolved separately—Objector’s allegation of deceased being benamidar of his own father, without any prior legal action during deceased’s lifetime, held insufficient to defeat or delay administration process. (c) Benami Transactions—Claim of benami ownership posthumously—Delay and laches—Effect— Where the alleged real owner (Mumtaz Ali Khan) never asserted title or took legal action during his lifetime, and no legal proceedings were initiated by his heirs for decades, subsequent claims of benami interest by nephew held belated and to be adjudicated separately—Challenge rejected in administration petition. (d) Stamp Duty & Legal Dues—Release of title documents—Preconditions— Court observed that original title documents could not be released to legal heirs until payment of all dues including stamp duty, transfer fees, and related charges—Claim of ownership based on an agreement coupled with interest under Section 202 of the Contract Act, 1872 would not override legal obligations for payment of government dues. Disposition: Appeal Allowed—Impugned order converting administration petition into civil suit set aside—Objector declared a stranger to the estate—Right to initiate independent proceedings reserved—Nazir directed to inquire into status of title chain and execution proceedings for issuance of Letters of Administration. ----- Cited Law / Precedents: Muhammad Zahid v. Mst. Ghazala Zakir, PLD 2011 Karachi 83 Contract Act, 1872, S. 202 Civil Procedure Code, 1908, O.VII, R.11; Ss. 115, 2(2) Succession Act, 1925 (implied for administration proceedings)

Summary: ''Chargeability of lease deeds (in perpetuity)'' ---- The first set of petitions challenges the imposition of Capital Value Tax (CVT) through section 6 of the Punjab Finance Act 2012, specifically on lease instruments within the Gujranwala Cantonment area. The petitioners argue that CVT should not apply to lease transactions as they do not involve property conveyance.The court examined the relevant clauses of Section 6 of the Act 2012 and concluded that instruments of lease, even those creating rights for twenty years or more, fall under the CVT levy. The absence of a declared value does not exempt them from CVT. The court cited section 6(3) of the Act 2012 as the charging section for CVT and emphasized that the right to use the property through lease instruments squarely falls within the scope of the levy. The court cited no specific precedents but provided a legal interpretation based on the relevant statutory provisions.Regarding the second set of petitions, the court rejected the argument that lease instruments should be treated as conveyance deeds, citing Article 35 of Schedule I to the Act 1899 as the applicable provision. The court emphasized that Article 35 specifically covers lease instruments, distinguishing them from conveyance deeds under Article 23. The court referred the determination of the quantum of stamp duty for these instruments to the Chief Revenue Authority. The court did not mention specific citations or precedents in this section but relied on the interpretation of the relevant legal provisions.In response to the third set of petitions challenging the CVT and stamp duty, the court upheld the validity of the CVT levy based on its interpretation of the law. The court did not cite specific precedents for this decision but provided its reasoning based on the statutory provisions.

Summary: [Stamps Act, 1899 (Sections 27), Stamps Act, 1899 (Sections 57), Stamps Act, 1899 (Sections 56)] The Court had itself observed thatthe valuation done by the family Court was for a particular purpose andsince it was not a decree of a Court the valuation so carried out was notbinding. And then the Court went on to observe that even if there is adecree of the Court, the stamp duty would be payable as per ValuationTable. Though on facts the said judgment is not relevant; nonetheless,since it has been cited before this Full Bench, therefore, we arecompelled to hold that we do not approve such observations made bythe Division Bench in the aforesaid paragraph. Had it been inperformance of decree, an instrument is being registered, it ought to beon the basis of value determined in the decree and/or agreemententered into for which performance is to be made in terms of Courtdecree. In such situation there was no occasion for altering/undervaluingthe property to avoid stamp duty as the value is already determined byCourt of law or decree. It is only in case when the property has changedits status lawfully i.e. from a built-up property to an open plot or from asemi-constructed property to a fully constructed property, the value ofthe property may be altered in instrument sought to be registered. Thus,when the property sold out on the basis of a decree, which decree hasvalued the property in question, then the right of valuing the propertydoes not rest with the vendor and vendee and/or the concernedauthority. H

Summary: Stamp duty---The cellular companies contested the recovery of stamp duty on Cellular Services Agreement Forms that customers signed to receive telecommunication services. The dispute revolved around whether the stamp duty should be paid by the customers or the cellular companies. The Chief Inspector of Stamps clarified that stamp duty should be paid by the executant(s), and an agreement between the parties could determine who bears the duty. Despite this clarification, the respondents continued to collect stamp duty from the cellular companies. The judgment concluded that the stamp duty could not be collected from the cellular companies based on the law and the agreement between the parties. The judgment also stated that claims for refunds should be pursued through appropriate legal channels and that the findings were based on the law and facts relevant to these cases, as changes in the law may have occurred after the petitions were filed.

Summary: The petitioner sought the setting aside of an order dated 18.01.2018, which refused to register a tenancy agreement between the petitioner and the other party under the provisions of the Punjab Rented Premises Act, 2009.The petitioner argued that the Impugned Order was unlawful and unjust, as the agreement had been submitted for registration under the Act, which did not require payment of stamp duty by the landlord and tenant for the registration of tenancy agreements. They also contended that the Respondent had no authority to refuse the application for registration and impose certain conditions. Additionally, they argued that the stamp duty requirement only applied to lease agreements exceeding twenty years, and the Impugned Order violated Article 4 of the Constitution.On the other hand, the Respondent argued that the agreement was rightly refused registration because it did not comply with stamp duty requirements and that it should be considered a lease agreement rather than a tenancy agreement.The judgment clarified that the Rent Registrar's role was limited to registering tenancy agreements and maintaining records, and it did not have the authority to impose stamp duty or refuse registration based on stamp paper type or duration of the agreement. The court also noted that the agreement was for twenty years, not exceeding twenty years, as contended by the Respondent.In conclusion, the court declared the Impugned Order as illegal and set it aside. The case was remanded to the Rent Registrar with directions to consider the petitioner's application in accordance with the applicable law, taking into account that the tenancy agreement was for twenty years.

Summary: ''Where possession of mortgaged property is not given or agreed to be given, the stamp-duty shall be charged on the amount secured by such deed as is provided by Article 15 of the First Schedule of the Stamp Act.''--- Facts:The appellant, Lafarge Pakistan Cement Company, had secured a loan of two billion Japanese Yen, equivalent to Rs.64,52,72,000, by hypothecating machinery and mortgaging land. The District Collector issued a notice to the appellant for evading stamp-duty of Rs.4,49,31,530 on the mortgage deed, demanding a tenfold penalty plus the duty, totaling Rs.49,42,46,830. The appellant challenged this notice through a writ petition, which was dismissed, prompting the appeal to the Supreme Court.----Issues:Whether the appellant's case falls under Article 40(b) (mortgage deed without possession transfer) or Article 40(a) (mortgage deed with possession transfer) of the Stamp Act, determining the stamp-duty payable.Whether the Collector can recover duties and penalties under Chapter IV of the Stamp Act when the instrument was neither produced nor impounded.---Judgment:The Supreme Court partially allowed the appeal. It held that possession was not transferred through the mortgage deed, thus falling under Article 40(b) of the Stamp Act, requiring stamp-duty as on a bond. The court also found that the Collector was within rights to recover duties and penalties, but reduced the penalty to twice the deficient duty amount to meet the ends of justice. Civil Appeal No. 613 of 2014 was partially allowed with modifications, while Civil Appeal No. 614 of 2014 was dismissed.----Ratio Decidendi:The Court clarified the application of Articles 15 and 40 of the Stamp Act, emphasizing the distinction between transfer of possession in mortgage deeds and its impact on stamp-duty. It also affirmed the Collector's authority to recover duties and penalties under the Stamp Act, albeit adjusting the penalty amount in consideration of justice.----Obiter Dicta:The Court observed that the harsh penalty initially imposed was not justified by the circumstances, indicating a flexible approach to statutory penalties based on the specifics of each case.

Summary: Conveyance / sale deeds prepared pursuant to a decree in a suit for specific performance shall be stamped in accordance with stamp duty as is applicable under the Stamp Act on the date that the same is presented for registration, however, if a valuation table has been notified pursuant to section 27-A (1) of the Stamp Act then the applicable stamp duty will be calculated in accordance therewith in respect of documents wherein the sale consideration that is mentioned is less than that specified in the said valuation table.

Summary: ----whether the classification of the court order sanctioning the scheme of arrangement/amalgamation as an "instrument" and whether it falls within the definition of "conveyance." ---the Lahore High Court ruled that orders passed by the court under Sectio