Bharti Airtel Ltd. v. Chief Controlling Revenue Authority & Ors.

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The Tax Publishers 2025 TaxPub(CL) 1104 (Bom-HC) IN THE BOMBAY HIGH COURT SANDEEP V. MARNE, J. Bharti Airtel Ltd. v. Chief Controlling Revenue Authority & Ors. Writ Petition No. 15746 of 2024 9 May, 2025 Petitioner by Amit Jamsandekar with Mr. Amit Khairwar, P. Dhande, Swati Chandan and Archita Gharat i/b Link Legal, M. S. Bane with Mr. Aditya Deolekar, AGP for Respondent-State. JUDGMENT The Petition is filed challenging order dated 2-8-2024 passed by the Chief Controlling Revenue Authority, Maharashtra State, Pune (CCRA) by which Appeal No. 4 of 2023 preferred by the Petitioner has been rejected and order dated 14-11-2022 passed by the Collector of Stamps assessing the stamp duty at Rs. 7,38,99,000 has been confirmed. 2. Petitioner is engaged inter alia in the business of providing telecommunication services in the country, including mobile, telephone services, high speed data, enterprise services etc. under the brand name 'Airtel'. It has been duly licensed under provisions of Section 4 of the Indian Telegraph Act, 1885 for providing telecom services in the specified license service areas and as such exercises power of a Telecom Authority under section 4 of the Indian Telegraph Act. Tata Teleservices (Maharashtra) Limited (TTML) is a Company incorporated under the provisions of the Companies Act, 1956 and was also engaged in the business of providing telecommunication services in the State of Maharashtra. 3. A Scheme of Arrangement for demerger of consumer mobile business of TTML into the Petitioner as a going concern was entered as per mutual understanding between the shareholders of two Companies (Scheme of Arrangement). The Scheme of Arrangement was prepared after seeking of the valuation of consumer mobile business of TTML and accordingly share entitlement ratio was decided as approved by the shareholders of both the Companies. Company Petition (CAA) No. 3596 of 2018 was filed before the National Company Law Tribunal, Mumbai Branch (NCLT, Mumbai) seeking sanction of Scheme of Arrangement. The Scheme was sanctioned by NCLT, Mumbai vide order dated 4-12-2018. Simultaneously Petitioner also filed Company Application before NCLT, Delhi seeking sanction to the Scheme of Arrangement. By order dated 30-1-2019 NCLT, Delhi sanctioned the Scheme of Arrangement. TTML thereafter filed Miscellaneous Application No.1907 of 2019 in Company Petition No.3596 of 2018 before the NCLT, Mumbai for fixing an appointed date for the Scheme of Arrangement to take effect. By order dated 12-6-2019 the application was allowed and the date for Scheme of Arrangement was fixed as 1-7-2019. NCLT, Mumbai also directed TTML to lodge certified copy of the order allowing Scheme of Arrangement and the sanctioned scheme with the Collector of Stamps, Mumbai, within 60 days. Accordingly, application was made by TTML to the office of Collector of Stamps on 19-8-2019 lodging the Scheme of Arrangement and sought necessary orders for adjudication of stamp duty payable under section 31 of the Maharashtra Stamp Act, 1958 (Stamp Act). Petitioner and TTML submitted the documents requisitioned by the Collector of Stamps particularly the valuation report and recommendations of share entitlement ratio for proposed demerger of consumer mobile business of TTML prepared by the firm of Chartered Accountants, S.R. Batliboi & Co. LLP and Walker Chandiok & Co. LLP. SUBSCRIBE FOR FULL CONTENT

The Tax Publishers 2025 TaxPub(CL) 1104 (Bom-HC)

IN THE BOMBAY HIGH COURT

SANDEEP V. MARNE, J.

Bharti Airtel Ltd. v. Chief Controlling Revenue Authority & Ors.

Writ Petition No. 15746 of 2024

9 May, 2025

Petitioner by Amit Jamsandekar with Mr. Amit Khairwar, P. Dhande, Swati Chandan and Archita Gharat i/b Link Legal,

M. S. Bane with Mr. Aditya Deolekar, AGP for Respondent-State.

JUDGMENT

The Petition is filed challenging order dated 2-8-2024 passed by the Chief Controlling Revenue Authority, Maharashtra State, Pune (CCRA) by which Appeal No. 4 of 2023 preferred by the Petitioner has been rejected and order dated 14-11-2022 passed by the Collector of Stamps assessing the stamp duty at Rs. 7,38,99,000 has been confirmed.

2. Petitioner is engaged inter alia in the business of providing telecommunication services in the country, including mobile, telephone services, high speed data, enterprise services etc. under the brand name 'Airtel'. It has been duly licensed under provisions of Section 4 of the Indian Telegraph Act, 1885 for providing telecom services in the specified license service areas and as such exercises power of a Telecom Authority under section 4 of the Indian Telegraph Act. Tata Teleservices (Maharashtra) Limited (TTML) is a Company incorporated under the provisions of the Companies Act, 1956 and was also engaged in the business of providing telecommunication services in the State of Maharashtra.

3. A Scheme of Arrangement for demerger of consumer mobile business of TTML into the Petitioner as a going concern was entered as per mutual understanding between the shareholders of two Companies (Scheme of Arrangement). The Scheme of Arrangement was prepared after seeking of the valuation of consumer mobile business of TTML and accordingly share entitlement ratio was decided as approved by the shareholders of both the Companies. Company Petition (CAA) No. 3596 of 2018 was filed before the National Company Law Tribunal, Mumbai Branch (NCLT, Mumbai) seeking sanction of Scheme of Arrangement. The Scheme was sanctioned by NCLT, Mumbai vide order dated 4-12-2018. Simultaneously Petitioner also filed Company Application before NCLT, Delhi seeking sanction to the Scheme of Arrangement. By order dated 30-1-2019 NCLT, Delhi sanctioned the Scheme of Arrangement. TTML thereafter filed Miscellaneous Application No.1907 of 2019 in Company Petition No.3596 of 2018 before the NCLT, Mumbai for fixing an appointed date for the Scheme of Arrangement to take effect. By order dated 12-6-2019 the application was allowed and the date for Scheme of Arrangement was fixed as 1-7-2019. NCLT, Mumbai also directed TTML to lodge certified copy of the order allowing Scheme of Arrangement and the sanctioned scheme with the Collector of Stamps, Mumbai, within 60 days. Accordingly, application was made by TTML to the office of Collector of Stamps on 19-8-2019 lodging the Scheme of Arrangement and sought necessary orders for adjudication of stamp duty payable under section 31 of the Maharashtra Stamp Act, 1958 (Stamp Act). Petitioner and TTML submitted the documents requisitioned by the Collector of Stamps particularly the valuation report and recommendations of share entitlement ratio for proposed demerger of consumer mobile business of TTML prepared by the firm of Chartered Accountants, S.R. Batliboi & Co. LLP and Walker Chandiok & Co. LLP.