JUDGMENT : Rajesh H. Shukla, J. The present petition has been filed by the petitioner under Articles 226 and 227 of the Constitution of India as well as under the Bombay Stamp Act on the grounds stated in the petition for the following prayers : A. This Hon’ble Court may be pleased to issue a writ of mandamus or a writ in the nature of mandamus or a writ of certiorari or a writ in the nature of certiorari and/or any other appropriate writ, direction or order quashing and setting aside the Order dated 30th January, 2003/1st February 2003 passed by the Respondent No.1 at Annexure I herein. B. This Hon’ble Court may be pleased to issue a writ of mandamus or a writ in the nature of mandamus or a writ of certiorari or a writ in the nature of certiorari and/or any other appropriate writ, direction or order quashing and setting aside the Order dated 20th November, 2002 passed by the Respondent No.2 at Annexure G herein. C. This Hon’ble Court may be pleased to issue a writ of mandamus or a writ in the nature of mandamus and/or any other appropriate writ, direction or order, directing the Respondent No.1 to assess the stamp duty based on the representation made by the Petitioner Company vide its letter dated 30th August, 2002. CC. This Hon’ble Court may be pleased to issue a writ of mandamus or a writ in the nature of mandamus or a writ of certiorari or a writ in the nature of certiorari and/or any other appropriate writ, direction of order quashing and setting aside the order dated 8.2.2010 passed by the Respondent No.2 at Annexure-O herein. D. Pending the hearing and final disposal of the present petition, this Hon’ble Court may be pleased to stay the further proceedings pending before the Respondent No.2. DD. Pending the hearing and final disposal of the present petition, this Hon’ble Court may be pleased to stay the operation and implementation of the order dated 8.2.2010 passed by the Respondent No.2. E. This Hon’ble Court may be pleased to grant ex parte ad interim relief in terms of prayer D above. F. This Hon’ble Court may be pleased to grant any other and further relief’s as it may deem fit and necessary in the interest of justice. 2. Heard learned counsel, Shri. Sandeep Singhi for Singhi & Co. E. This Hon’ble Court may be pleased to grant ex parte ad interim relief in terms of prayer D above. F. This Hon’ble Court may be pleased to grant any other and further relief’s as it may deem fit and necessary in the interest of justice. 2. Heard learned counsel, Shri. Sandeep Singhi for Singhi & Co. for the petitioner and learned AGP Shri. Bharat Vyas for the respondents. 3. Learned counsel, Shri. Singhi has referred to the provisions of the Bombay Stamp Act, 1958 (herein after referred to as “the Stamp Act”), more particularly, Section 2(g) of the Stamp Act, which defines ‘conveyance’. He submitted that Section 2(g) of the Stamp Act is the charging section and the impugned notice issued under Section 68 of the Stamp Act is without jurisdiction. He pointedly referred to the said notice as well as the reply of the petitioner dated 30th August, 2002 at Annexure E. It was submitted that few dates are very relevant for the purpose of deciding such issue inasmuch as the provision of Section 2(g) of the Stamp Act has been amended to include the transfer made pursuant to the order of the High Court under the scheme of amalgamation within the meaning of ‘conveyance’ by amending the definition of ‘conveyance’. He further submitted that this amendment came into effect on 4th April, 1994. It was submitted that though after such amendment, transfer of property pursuant to the order of the High Court under Section 394 of the Companies Act is included in the definition of ‘conveyance’ liable for the stamp duty, there was no provision for the manner and method of calculation of such duty. It has been submitted that though by amendment in the definition of word ‘conveyance’, any such transfer pursuant to the order of the High Court under Section 394 of the Companies Act has been included, corresponding amendment in the Stamp Act regarding calculation was not made till 1997. Therefore, it was submitted that if there is no computation provided then, charging section will not have any effect. Learned counsel, Shri. Singhi therefore submitted that in order to have the complete effect in such statute, there has to be a charging section as well as the provisions for computation in the statute. Therefore, it was submitted that if there is no computation provided then, charging section will not have any effect. Learned counsel, Shri. Singhi therefore submitted that in order to have the complete effect in such statute, there has to be a charging section as well as the provisions for computation in the statute. It was submitted that though the provision has been made bringing the transaction under the scheme of amalgamation pursuant to the order of the High Court under Section 394, covered by conveyance liable for the stamp duty, there is no corresponding provision for computation. He therefore submitted that identical situation was considered by the Hon’ble Bombay High Court in a judgment in case of Li Taka Pharmaceuticals Ltd. & Anr. v. State of Maharashtra & Ors., reported in AIR 1997 Bombay 7. Learned counsel, Shri. Singhi pointedly referred to the observations made in the said judgment and submitted that the Hon’ble Bombay High Court has made observations in para nos.28, 29, 31 and 32. He pointedly referred to the observations made in the said judgment, which reads as under : “This contention is devoid of any substance because by the scheme of amalgamation, what is transferred is assets minus liabilities and there is no question of any, transfer of these two components of a going concern separately. Further, this submission would be contrary to the meaning of the word "conveyance" as provided under Section 2(g)(iv). Section 2(g)(iv). itself provides that every order made by the High Court in respect of amalgamation of a company by which property, whether movable or immovable, or any estate or interest in property is transferred to or vested in any other person. By the amalgamation scheme, the assets and liabilities are not separately transferred but the interest in a going concern is transferred. In this view of the matter, we hold that normally in a case of amalgamation of a scheme sanctioned by the High Court, its consideration under Article 25(1) should be based on its valuation arrived at on the basis of shares allotted by the transferee company to the transferor company. In this view of the matter, we hold that normally in a case of amalgamation of a scheme sanctioned by the High Court, its consideration under Article 25(1) should be based on its valuation arrived at on the basis of shares allotted by the transferee company to the transferor company. In the case of Hindustan Lever Ltd. ( AIR 1994 SC 834 ) (supra) at the time of making valuation of the share exchange ratio, the Court itself took into consideration the valuation report based on three well known methods viz., (i) the net worth method, (ii) the market value method, and (iii) the earning method. It is also established that quotation of shares in the share market provides larger reliable index of the assets of the company.” 4. Again emphasis has been made on the following observations : “Hence, we accept the contention of the learned counsel for the petitioners that valuation under Article 25(1) of the Stamp Act on the instrument of the amalgamation Scheme sanctioned by the Court, after due verification, is to be determined by the stamp authority only on the basis of the price of the shares allotted to the transferor company or other consideration, if paid, but and not by separately valuing the assets and the liabilities.” 5. Learned counsel, Shri. Singhi submitted that this submission has two folds; first it is without jurisdiction as there was no provision for the calculation of the duty till the amendment made in the Stamp Act and on the other hand, even if one is required to be considered, it would be only on the basis of the share valuation ration as observed in Li Taka Pharmaceuticals Ltd. (supra) judgment. Learned counsel emphasised that what has been transferred with the assets and liability by amalgamation cannot be considered as a transfer or sell of individual assets and liability. He therefore submitted that the present petition may be allowed. 6. Learned counsel, Shri. Singhi referred to the judgment of the Hon’ble Bombay High Court in case of Li Taka Pharmaceuticals Ltd. (supra) with reference to the details and submitted that as observed in this judgment, as there was no provisions at the relevant time, the Court decided in favour of the petitioner assessee and subsequently, the amendment was carried out by the State of Maharashtra in the Stamp Act. He submitted that in the same way, the authority of State of Gujarat has brought amendment in the year 19.11.1994, however, it would have a prospective operation in as much as tax or stamp duty could be calculated after the amendment in the Stamp Duty Act in respect of the transaction taking place subsequently and could not have retrospective operation of the amendment for the transaction which has taken place way back in the year 1994. Therefore it was submitted that the present petition may be allowed. 7. Another facet of submission made by learned counsel, Shri. Singhi is that though the impugned notice and the order passed at Annexure-O dated 08.02.2010 are without jurisdiction or authority, the rules of natural justice have been violated. It was submitted that the penalty could not have been imposed without affording any opportunity of hearing. Had such opportunity been given to the petitioner, the attention could have been brought to the notice of the authority. Therefore, as there is no evasion, there is no reason for imposing any penalty. In support of his submission, learned counsel, Shri. Singhi has referred to and relied upon the judgment of the Hon’ble Apex Court in case of C.I.T., Bangalore v. B.C. Srinivasa Setty, reported in (1981) 2 SCC 460 as well as in case of Board of Revenue U.P. Allahabad v. Sardarni Vidyawati & Anr., reported in AIR 1962 SC 1217 . 8. Learned AGP Shri. Bharat Vyas has referred to the papers and submitted that scheme itself was provided for the transfer of assets and liability, which is reflected in the balance-sheet. Therefore, learned AGP Shri. Vyas submitted that the judgment of the Hon’ble Bombay High Court in case of Li Taka Pharmaceuticals Ltd. (supra) would not have any application as the statute in the State of Maharashtra was different. It would be applicable as per the statute in the State of Gujarat. He submitted that the provision in the Stamp Act in the State of Maharashtra and aforesaid judgment will not have any application in the present case. Therefore, the present petition may not be entertained. 9. Learned counsel, Shri. Singhi however in rejoinder again submitted that charging Section is 2(g) of the Stamp Act and there is no computing section provided till the amendment in the Stamp Act was made. Therefore, the present petition may not be entertained. 9. Learned counsel, Shri. Singhi however in rejoinder again submitted that charging Section is 2(g) of the Stamp Act and there is no computing section provided till the amendment in the Stamp Act was made. He therefore submitted that during the period from 1994 when the scheme of amalgamation was sanctioned and 1997 when the amendment was made regarding Article 20(d), there was no calculation provided. He therefore submitted that similar situation occurred as provided in Li Taka Pharmaceuticals Ltd. (supra) judgment of the Hon’ble Bombay High Court and, therefore, the Li Taka Pharmaceuticals Ltd. (supra) judgment dated 20.02.1996 would have application to the facts of the case. He referred to the provisions of Article 25 as well as 20(d) in support of his submission. 10. In view of these rival submission, it is required to be considered whether the present petition can be allowed or not. 11. The submissions of learned counsel, Shri. Singh are required to be considered with reference to the definition of ‘conveyance’ as defined in Section 2(g) of the Stamp Act, which is a charging section. Amendment in the Gujarat Stamp Act has been made, by which, any such transfer of property pursuant to the order of the High Court in exercise of power under Section 394 of the Companies Act for the scheme of amalgamation would be treated as conveyance and thereby such amendment in 1997 corresponding amendments have been made in the Stamp Act. However as rightly emphasized, though the amendment was made in the year 1994, corresponding amendment in the provisions of the Stamp Act with regard to the exact calculation and manner of calculation was made in the year 1997 and, therefore, the effect of the statute could not have been given unless the provision for the computation has been provided in the statute itself. This aspect which has been considered by the Hon’ble High Court at Bombay in a judgment in case of Li Taka Pharmaceuticals Ltd. (supra) would have application to the facts of the present case, which have been referred to by learned counsel, Shri. Singh. It is required to be mentioned that amendment in the Stamp Act in the State of Maharashtra was made pursuant to the judgment in case of Li Taka Pharmaceuticals Ltd. (supra). It is required to be mentioned that amendment in the Stamp Act in the State of Maharashtra was made pursuant to the judgment in case of Li Taka Pharmaceuticals Ltd. (supra). The amendment in the State of Gujarat also followed, however, it was only in 1997, the amendment was made regarding the calculation of the stamp duty or as provided, clause (da) was substituted by amendment in 2000. The Gujarat Government by Gujarat Act No.8.2000 dated 30th March, 2000 was brought into force on 01.04.2000 and there was a specific reference to the ‘conveyance’ as provided in 2(d), which reads as under : “(d) CONVEYANCE, so far as it relates to amalgamation of companies by an order of the High Court under section 394 of the Companies Act, 1956, where the aggregate amount comprising of the market value of shares issued or allotted in exchange of or otherwise, or the face value of such shares, whichever is higher and the amount of consideration, if any, paid for such amalgamation (i) Does not exceed Rs. 100 cores. 2 per cent of the aggregate amount (ii) Exceeds Rs. 100 crores but does not exceed Rs. 500 crores Rs. 2 crores plus 1 per cent of the amount which exceeds Rs. 100 crores. (iii) Exceeds Rs. 500 crores. Rs. 6 crores plus 0.5 per cent of the amount which exceeds Rs. 500 crores” Clause (a) of Explanation III provides “in relation to the transferee company whose shares are listed and quoted for trading on a Stock Exchange, means the market value of share as on the appointed date mentioned in the scheme of amalgamation or when appointed date is not so fixed, the date or order of the High Court”. 12. Thus it has two aspects; one with regard to the amendment in the definition of ‘conveyance’ by which the transfer of property pursuant to the order of the High Court under Section 394 of the Companies Act; and second regarding the scheme of amalgamation etc., which was covered for the purpose of stamp duty. This amendment was made in the year 1994. Therefore, the contention that when the amendment has been made in the definition of ‘conveyance’ which includes such order of the High Court, it would be liable for the stamp duty is required to be considered. This amendment was made in the year 1994. Therefore, the contention that when the amendment has been made in the definition of ‘conveyance’ which includes such order of the High Court, it would be liable for the stamp duty is required to be considered. Though this amendment was already made in the Stamp Act with effect from 4th April, 1994, the order of amalgamation was made by the High Court on 17.11.1994. The amendment in the definition of ‘conveyance’ as provided in the Stamp Act would cover the said transfer pursuant to the order of the High Court under Section 394 of the Companies Act, 1956. However at the same time, there was no corresponding amendment with regard to the calculation or charge of the stamp duty with necessary amendment in the schedule. Therefore the submissions which have been made that at the time of amalgamation of the present petitioner, the definition of ‘conveyance’ was already amended by amendment in the Stamp Act. The facts remains that there was no provision for the calculation of the duty which came much later. Therefore assuming and accepting that it would render the present petitioner liable for the duty under the Stamp Act and would remain liable when subsequently amendment has been made as to manner and method of calculating the duty. Again it is required to be addressed what was the manner and method of the calculation and in absence of any statutory provision, it has to have a same proposition as laid down in a judgment in case of Taka Pharmaceuticals Ltd. (supra) by the Hon’ble Bombay High Court. In the said judgment, the Hon’ble Bombay High Court has clearly observed that in case of amalgamation what is transferred is a going concern and that the assets and liabilities are not separately transferred. The Hon’ble Bombay High Court in a judgment in case of Taka Pharmaceuticals Ltd. (supra) has specifically observed as under : “In our view, it would be a question of fact what stamp duty would be payable by the party on an amalgamation scheme. It is not too be forgotten that by amalgamation scheme, what is transferred is a going concern and not assets and liabilities separately. As a going concern, what is the value of the property is to be taken into consideration. It is not too be forgotten that by amalgamation scheme, what is transferred is a going concern and not assets and liabilities separately. As a going concern, what is the value of the property is to be taken into consideration. Normally, that would be reflected in an amalgamation scheme by the shares allotted to the shareholders of the transferor company. It cannot be said that the assets are separately transferred and liabilities are separately transferred by the amalgamation scheme. As such, by amalgamation scheme, virtually, a transferee company in effect purchases the transferor company for a specified sum which is paid in terms of the shares of the transferee company to the shareholders of the transferor company. For this purpose, what is to be kept in mind is that by sanctioning the amalgamation scheme, the Court is sanctioning not transfer of the assets or liabilities separately but the going concern is transferred which is valued at a particular amount and that valuation would be on the basis of share exchange ratio.” (Emphasis Supplied) Therefore, it would be difficult for us to accept the contention of the learned Advocate General that while assessing the amalgamation document, the stamp authority is entitled to recover stamp duty on the following two components separately : (a) Market value of shares (predetermined as per Exchange Ratio or the one prevailing on the day the Scheme of Amalgamation comes into operation, as the case may be) of the transferee company allotted to the shares-holders of the transferor company and any other form in, which net amount of consideration is paid; and (b) The liabilities of transferor company which are being transferred to and are going to become liabilities of the transferee company. (Liabilities are also certified). 13. Thus it is evident that the stamp duty could be levied at the most on the basis of the share valuation ratio and the reliance could be made on the share exchange report submitted by the Shah & Co., Chartered Accountants, Bombay, which suggests that the value of one share of the Transferee Company for the purpose of amalgamation was taken at Rs. 299/-. Submission has been made referring to this aspect that how the equity shares allotted by the Transferor Company to the shareholders of the Transferee Company for the purpose of stamp duty. Thus the value of the share would be Rs. 299/-. Submission has been made referring to this aspect that how the equity shares allotted by the Transferor Company to the shareholders of the Transferee Company for the purpose of stamp duty. Thus the value of the share would be Rs. 4,27,570/- and stamp duty at the rate of 8% on the said amount as per Article 20(a) would be Rs. 34,205 as sought to be canvassed. Further as could be seen in the Gujarat Amendment Act No.8/2000 as stated above, the Legislature has referred to this aspect as to how it should be valued and explanation as quoted herein above has specifically referred to the fact that it has to be calculated by means of the market values of the share on the date of the order of the High Court. 14. Therefore the submissions which have been made much emphasising and referring to the judgment in case of Taka Pharmaceuticals Ltd. (supra) which has been quoted herein above clearly referred to this method includes valuation or share valuation. Thus it is evident that on the basis of the price of the share allotted to the Transferer Company, valuation of the share could be arrived at on the date when the scheme of amalgamation was sanctioned by the High Court for the purpose of Stamp Act. Therefore, the submissions and the impugned notice which proceeds on the assumption that it is an independent transfer of assets and liability is misconceived. 15. Therefore the stamp duty leviable on such assets and liability pursuant to the order of the High Court in a scheme of amalgamation, it should be based on valuation of shares (share valuation ratio). The amendment made in 1997 laying down the method of calculation with regard to the stamp duty would have a prospective operation and it could not have to be revert back the transaction or things which have been taken place in 1994 before such amendment was made. It is well accepted that unless the statutes provides specifically otherwise it would always have a prospective effect. In the facts of the case as discussed above, by amendment in the Stamp Act, definition of ‘conveyance’ was made so as to cover the transfer of assets by an order of the High Court under Section 394 of the Companies Act for amalgamation etc. In the facts of the case as discussed above, by amendment in the Stamp Act, definition of ‘conveyance’ was made so as to cover the transfer of assets by an order of the High Court under Section 394 of the Companies Act for amalgamation etc. However as there was no corresponding amendment to give effect such provision till 1997, transaction which has taken place before such amendment could be brought in the Stamp Act for the purpose of calculation of the stamp duty. The judgment and the ration of the Hon’ble Bombay High Court in a judgment in case of Taka Pharmaceuticals Ltd. (supra) would be applicable as a guideline. Again it is required to be mentioned that the submission that once the transaction or the order of the amalgamation was made in 1994 and the amendment in the definition of ‘conveyance’ was made earlier and, therefore, the transaction is liable for the stamp duty, which is prescribed by the amendment in schedule in 1997 cannot be accepted. Such amendment with regard to the assessment or charge of the duty cannot have a retrospective effect. In fact in absence of any statutory provision for charging or levying the duty or tax, it will not have any effect as submitted by learned counsel, Shri. Singhi. However assuming that liability for the stamp duty cannot be accepted once the amendment in the definition of ‘conveyance’ has already taken place, it would revert back to the same day or the order of the High Court i.e. July, 1994. Therefore as observed in a judgment in case of Taka Pharmaceuticals Ltd. (supra), it has to be assessed based on share valuation ratio. 16. Further, a useful reference can be made to the judgment of this Court in case of Kishorkumar Prabhudas Tanna & Anr. v. State of Gujarat, reported in 2009 (1) GLR 683 , wherein aspect of legitimate expectation and the observation made by the Hon’ble Apex Court has been considered. The Hon’ble Apex Court in a judgment in case of MRF v. Asst. v. State of Gujarat, reported in 2009 (1) GLR 683 , wherein aspect of legitimate expectation and the observation made by the Hon’ble Apex Court has been considered. The Hon’ble Apex Court in a judgment in case of MRF v. Asst. CST, reported in (2006) 8 SCC 702 has made following observations :“ the doctrine would be inapplicable where a right has already accrued; for instance, in a case where the right to exemption of tax for a fixed period accrues and the conditions for that exemption have also been fulfilled, the withdrawal of that exemption cannot affect the already accrued right. 17. In an Administrative Law by Wade, (6th Edition), it has been observed that “there is ample room within the legal boundaries for radical differences of opinion in which neither side is unreasonable.” 18. Therefore in the facts of the case, the retrospective effect could not be given to the statute by which the rights of the parties are affected. Therefore, the present petition deserves to be allowed. 19. In the circumstances, the present petition stands allowed in terms of Para No.15CC. The impugned order dated 08.02.2010 at Annexure-O passed by the respondent no.2 issued in purported exercise of power under Section 39(1)(b) of the Stamp Act is hereby quashed and set aside. Rule is made absolute. Petition allowed.