JUDGMENT : BIREN VAISHNAV, J. 1. This Stamp Reference is made under Section 54(1A) of the Gujarat Stamp Act, 1958 (hereinafter referred to as ‘the Stamp Act’) by the Chief Controlling Revenue Authority, Gandhinagar for the opinion of this court. 2. Facts in brief are as under: 2.1 A scheme of arrangement between Vodafone Idea Limited (hereinafter referred to as ‘the transferor company’) and Vodafone Idea Telecom Infrastructure Limited (hereinafter referred to as ‘the transferee company’) and their respective shareholders and creditors was presented for the transfer of the Fibre Infrastructure Undertaking of the transferor company and vesting of the same with the transferee company. The transferee company was to pay to the transferor company consideration equal to the carrying value of net assets transferred, calculated as the difference between the book value of the assets and the book value of the liabilities transferred on the appointed date as stipulated in clause 8.1 of Part B of the Scheme. The consideration amount was determined as Rs.4639 crores. 2.2 The National Company Law Tribunal at Ahmedabad (for short ‘the Tribunal’) by an order dated 18.09.2019 sanctioned the scheme. In paragraph 16 of the instrument, the Tribunal directed as follows: “16. The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with INC-28 in addition to physical copy as per relevant provisions of the Act as well as to Stamp Authority, Gujarat within 60 days of the receipt of the order.” 2.3 The certified copy of the order was made available by the Registry on 30.09.2019. The copy was filed by the transferor company before the Registrar of Companies on 15.10.2019. According to the transferor company, since a copy of the order could be filed within 60 days of the receipt of the instrument, the transferee company on 13.11.2019 filed an application under Section 31 of the Stamp Act seeking opinion of the Collector as to the proper stamp duty payable on the said instrument. In the application, it was the case of the transferee company that as per Article 20(d) of Schedule-I of the Stamp Act, the duty could be Rs.25 crores. It is the case of the companies that despite repeated requests no opinion was given. 2.4 The transferee company on 16.03.2021 received a notice under Section 39(1)(b) of the Stamp Act. In the application, it was the case of the transferee company that as per Article 20(d) of Schedule-I of the Stamp Act, the duty could be Rs.25 crores. It is the case of the companies that despite repeated requests no opinion was given. 2.4 The transferee company on 16.03.2021 received a notice under Section 39(1)(b) of the Stamp Act. According to the notice, it was the case of the Collector that since the order dated 18.09.2019 of the Tribunal was an ‘instrument’ and therefore included in the definition of ‘conveyance’ under Section 2(g) of the Stamp Act, the same ought to have been stamped within 30 days in accordance with the provisions of Section 17 of the Stamp Act and hence the application made on 30.11.2019 was time barred and therefore the transferee company was asked to show cause as to why penalty be not levied under the provisions of the Stamp Act. 2.5 A detailed reply was submitted explaining that the application dated 30.11.2019 was not time barred and that the proceedings initiated by the Collector under Section 39(1)(b) of the Stamp Act was without jurisdiction and that it was an undisputed fact that there was neither any malafide intention nor an attempt on behalf of the companies to evade payment of stamp duties and therefore no penalty could be imposed. After a personal hearing in the matter, the Collector by an order dated 25.10.2021, directed the transferee company to pay Rs.25 crores towards stamp duty and further imposed a penalty of Rs.7,64,40,000/-. 2.6 Aggrieved by the order dated 25.10.2021, the company filed an application under Section 53(1) of the Stamp Act before the Chief Controlling Revenue Authority, Gujarat raising various grounds praying for quashing and setting aside the order of the Collector and further praying that a direction be issued to the Collector to certify the instrument as per Section 32 of the Stamp Act since full stamp duty had been paid. 2.7 The Chief Controlling Revenue Authority, Gujarat by his order dated 29.11.2022 rejected the application under Section 53(1) of the Stamp Act and upholding the order dated 25.10.2021 passed by the Collector and the Additional Superintendent of the State. 2.7 The Chief Controlling Revenue Authority, Gujarat by his order dated 29.11.2022 rejected the application under Section 53(1) of the Stamp Act and upholding the order dated 25.10.2021 passed by the Collector and the Additional Superintendent of the State. Vodafone Idea Telecom Infrastructure Limited requested the Authority by way of an application dated 23.01.2023 to draw up a statement of case and refer the same to High Court of Gujarat under Section 54(1A) of the Stamp Act on the questions of law that may arise for consideration. 3. Accordingly, this reference has been made to this Bench and the questions referred to this court for our opinion are as follows: A. Whether the subject instrument being the order of the NCLT Ahmedabad could have been impounded under Section 33 of the Gujarat Stamp Act, 1958 (‘Stamp Act’) and consequently subjected to duty and penalty under Section 39 thereof, particularly when the said instrument was presented under Section 31 of the Stamp Act for the purpose of the opinion of the Collector, who would have no jurisdiction to impound the same as held by the Hon’ble Supreme Court of India in Government of Uttar Pradesh & others v/s Raja Mohammed Amir Ahmad Khan ( AIR 1961 SC 787 )? B. Whether the provisions of Section 17 of the Stamp Act requiring an order of the National Company Law Tribunal to be stamped within 30 days from the date of such order could at all be made applicable in respect of an instrument presented to the Collector under Section 31 of the Stamp Act and whether any proceedings could have been initiated for a purported breach thereof? C. Whether Section 32(3) of the Stamp Act disabling the Collector from endorsing any instrument brought to him after the expiration of one month from the date of its execution can be construed as an enabling provision authorizing the Collector to impound the instrument under Section 33 of the Stamp Act? D. Whether the general time limit prescribed under Section 17 of the Stamp Act providing for stamping of the order of the National Company Law Tribunal within 30 days from the date of such order can be applied when such order/instrument itself permits the applicant to present the order before the Collector within 60 days from the date of the receipt of the order? E. Whether the action of impounding the said instrument and subjecting it to imposition of penalty is not contrary to the scheme and provisions of the Stamp Act and more particularly Section 40 thereof, which vests a discretion with the Collector of not impounding such instrument even if presented beyond the period of 30 days but before the period of 1 year from the date of such instrument? F. Whether the CCRA has erred in rejecting the Applicant’s submission that there was no delay in filing of application under Section 31 of the Stamp Act, the same having been filed within 30 days of the Effective Date under the Scheme, especially when the consideration amount payable under the Scheme could not have been computed unless the Scheme was made effective? G. Whether the imposition of penalty is not disproportionate, excessive, unreasonable, illegal, and unjust, in the absence of any mens rea on the part of the Applicant which had itself presented the said instrument for seeking opinion of the Collector under Section 31 of the Act and which was within the time stipulated in the order of NCLT Ahmedabad itself? H. Whether the CCRA ought not to have set aside the order of the Collector imposing penalty, particularly since the Collector has failed to assign any reasons whatsoever for imposition of the said penalty, and in absence of assignment of reasons by the Collector, whether the CCRA has not erred in supplanting its own reason to justify the imposition of penalty? 4. Mr. Mihir Joshi, learned Senior Advocate appearing with Mr. Sandeep Singhi and Mr. Shamik Bhatt, learned advocates for Singhi & Company would take the court through the scheme of the provisions of the Stamp Act. He would refer to the provisions of Section 3 which provides for chargeability of stamp duty on ‘instruments’ mentioned in Schedule-I of the Stamp Act. He would also refer to Article 20(d) of the Stamp Act. Reference was also made to the relevant definitions under the Act namely Sections 2(g) – “conveyance”, 2(h) – “duly stamped”, 2(i) – “executed” and “execution”, 2(l) – “instrument”, Section 17 of the Stamp Act which provides for stamping of instruments executed in the State of Gujarat, Sections 31, 32, 33(3), 39 and 40 of the Stamp Act etc. 4.1 Mr. Reference was also made to the relevant definitions under the Act namely Sections 2(g) – “conveyance”, 2(h) – “duly stamped”, 2(i) – “executed” and “execution”, 2(l) – “instrument”, Section 17 of the Stamp Act which provides for stamping of instruments executed in the State of Gujarat, Sections 31, 32, 33(3), 39 and 40 of the Stamp Act etc. 4.1 Mr. Joshi would make the following submissions with respect of questions of law referred to hereinabove: A. Whether the subject instrument being the order of the NCLT Ahmedabad could have been impounded under Section 33 of the Gujarat Stamp Act, 1958 (‘Stamp Act’) and consequently subjected to duty and penalty under Section 39 thereof, particularly when the said instrument was presented under Section 31 of the Stamp Act for the purpose of the opinion of the Collector, who would have no jurisdiction to impound the same as held by the Hon’ble Supreme Court of India in Government of Uttar Pradesh & others v/s Raja Mohammed Amir Ahmad Khan ( AIR 1961 SC 787 )? 1. An application made to the Collector under Section 31 of the Stamp Act is only for the purpose of seeking adjudication/opinion as to the stamp duty chargeable on the instrument in question. After the determination of the duty, the Collector becomes functus officio and the provisions of Section 33 of the Stamp Act have no application. Thus, the Collector cannot exercise powers under Sections 33 and 39 of the Stamp Act in respect of an instrument, which is produced before him for seeking his opinion under Section 31 of the Stamp Act. 2. The Respondent has also accepted the aforesaid position of law as settled in the judgment of Hon’ble Supreme Court of India reported in AIR 1961 SC 787 . The Respondent has also admitted that in the facts of the present case, the action of impounding of the instrument by the Collector was illegal. 3. In absence of valid impounding of an instrument under Section 33 of the Stamp Act, no steps can be taken as per Section 39 of the Stamp Act, including for charging penalty. 4. Undisputedly, the said instrument was produced before the Collector under Section 31 of the Stamp Act only for seeking his opinion as to chargeability of stamp duty thereon, and nothing else. 5. 4. Undisputedly, the said instrument was produced before the Collector under Section 31 of the Stamp Act only for seeking his opinion as to chargeability of stamp duty thereon, and nothing else. 5. The argument of the Respondent that in its application before the CCRA under Section 53(1) of the Stamp Act, the Applicant had also prayed for certification under Section 32 of the Stamp Act and therefore the Applicant was seeking certification in addition to adjudication, is misconceived. The said prayer was made by the Applicant before the CCRA in the context of the application filed before CCRA after the Collector had already impounded the said instrument and passed an order under Section 39(1) (b) of the Stamp Act, and after the Applicant had full payment of stamp duty. 6. In the facts of the present matter, a conundrum has arisen because the Collector never opined as to the chargeability of stamp duty on the said instrument and never decided the application under Section 31 of the Stamp Act. Instead, at the stage of application under Section 31 of the Stamp Act, the Collector impounded the instrument and thereafter passed an order dated 25.10.2021 under Section 39(1)(b) of the Stamp Act. Prior to the order dated 25.10.2021, the Collector has neither determined nor opined on the stamp duty chargeable on the said instrument. B. Whether the provisions of Section 17 of the Stamp Act requiring an order of the National Company Law Tribunal to be stamped within 30 days from the date of such order could at all be made applicable in respect of an instrument presented to the Collector under Section 31 of the Stamp Act and whether any proceedings could have been initiated for a purported breach thereof? 1. Section 17 of the Stamp Act has no application to the procedure contemplated under Section 31 of the Stamp Act. 2. Section 17 prescribes time-limit when the concerned party to the instrument seeks to voluntarily stamp the instrument without seeking opinion of the Collector. On the other hand, under Section 31, an applicant may seek opinion of the Collector as to the chargeability of stamp duty on an instrument. Section 31 of the Stamp Act does not prescribe any time limit for seeking opinion/adjudication of the Collector. 3. On the other hand, under Section 31, an applicant may seek opinion of the Collector as to the chargeability of stamp duty on an instrument. Section 31 of the Stamp Act does not prescribe any time limit for seeking opinion/adjudication of the Collector. 3. If the time-limit prescribed under Section 17 of the Stamp Act were to be applied to procedure under Section 31 of the Stamp Act, then the same would result into an inconsistency. E.g. As per Section 17 of the Stamp Act, a lease deed executed in Gujarat will have to be stamped either prior to or at the time of execution or immediately thereafter on the next working day following the day of execution. Even if such lease deed is not stamped within the time prescribed under Section 17 of the Stamp Act, but it is brought to the Collector under Section 31 of the Stamp Act within 1 month of its execution, then the Collector would be required to provide his opinion as to the chargeability of stamp duty on the said lease deed and if the applicant makes payment in accordance with the opinion of the Collector, the Collector shall certify the instrument by endorsement under Section 32 of the Stamp Act. Moreover, the period of 1 month referred to in proviso to Section 32(2) of the Stamp Act is only for making an application under Section 31 of the Stamp Act. The Collector may provide an opinion under Section 31 of the Stamp Act even after a year, and if the applicant makes payment of stamp duty as per the Collector’s opinion, the Collector would have to certify the instrument under Section 32. The aforesaid illustration highlights that failure to stamp an instrument as per the time-limit prescribed under Section 17 will not have any consequences qua the procedure under Sections 31 and 32 of the Stamp Act. In fact, the provision of Section 17 of the Stamp Act is subject to the provision of Sections 31 and 32 of the Stamp Act. Merely because time-limit of stamping under Section 17 of the Stamp Act is not adhered to, the same cannot be made a ground by the Collector to impound an instrument produced before it under Section 31 of the Stamp Act. 4. Merely because time-limit of stamping under Section 17 of the Stamp Act is not adhered to, the same cannot be made a ground by the Collector to impound an instrument produced before it under Section 31 of the Stamp Act. 4. Thus, the Collector has erred in impounding the said instrument on the ground that the same has not been stamped as per Section 17 of the Stamp Act. C. Whether Section 32(3) of the Stamp Act disabling the Collector from endorsing any instrument brought to him after the expiration of one month from the date of its execution can be construed as an enabling provision authorizing the Collector to impound the instrument under Section 33 of the Stamp Act? 1. The CCRA has relied upon the proviso to Section 32(3) of the Stamp Act to uphold the Collector’s action of impounding the said instrument produced for opinion under Section 31 of the Stamp Act. 2. However, such findings of the CCRA run contrary to its own stand before this Court that an instrument produced only for seeking opinion under Section 31 of the Stamp Act cannot be impounded by the Collector, irrespective of whether the same is produced before or after expiry of period of 1 month from the date of its execution. 3. Merely because the Collector may not be empowered to certify an instrument under Section 32 if the same is produced after 1 month of execution, the Collector cannot impound such instrument when they are produced for seeking opinion under Section 31 of the Stamp Act. 4. In the facts of the present case, the Applicant had produced the said instrument before the Collector under Section 31 of the Stamp Act only for seeking an opinion. By not determining the stamp duty chargeable on the said instrument under Section 31 of the Stamp Act and by impounding the said instrument instead, the Collector robbed the Applicant of availing different avenues available to it under the Stamp Act. 5. By not determining the stamp duty chargeable on the said instrument under Section 31 of the Stamp Act and by impounding the said instrument instead, the Collector robbed the Applicant of availing different avenues available to it under the Stamp Act. 5. If the Collector would have acted in accordance with the provisions of the Stamp Act, then the following scenarios may have arisen: Once the Collector would have provided his opinion, it would be upto the Applicant to take necessary further steps viz., make payment of stamp duty and seek certification under Section 32 of the Stamp Act, or make an application to the Collector under Section 40 of the Stamp Act, or not stamp the said instrument at its own risk. In one of the aforesaid scenarios, it would have been open to the Applicant to produce the instrument before the Collector within 1 year from date of its execution under Section 40 of the Stamp Act and make out a case for stamping of the instrument. Alternatively, after determination of stamp duty by the Collector under Section 31, the Applicant would have made payment of stamp duty, and then approached the Collector for certificate under Section 32. In such a scenario, the Collector would refuse to certify the instrument since the same was produced before the Collector under Section 31 after a period of 1 month of its execution. As contended by the Respondent, the Collector would then proceed to impound the instrument under Section 33. Assuming for the sake of argument that in the aforesaid scenario, the said instrument were to be treated as not ‘duly stamped’ and the Collector could impound the instrument when produced for seeking certificate under Section 32, then after impounding the said instrument the Collector would take steps under Section 39 of the Stamp Act. Upon examination of the said instrument under Section 39 of the Stamp Act, if the Collector finds that it is not ‘duly stamped’, then as per Section 39(1)(b) he shall require payment of the ‘proper duty’ or ‘the amount required to make up the proper duty’, together with a penalty of Rs.5/- or if he thinks fit an amount not exceeding 10 times the amount of the ‘proper duty’ or of the ‘deficient portion of the proper duty’. In the aforesaid circumstances, considering the instrument would have been impounded at the time when the Applicant had sought certificate under Section 32 of the Stamp Act i.e., after making payment of stamp duty as per the Collector’s opinion, there would be no scope of requiring payment of ‘amount required to make up the proper duty’ and even penalty of not more than Rs.5/- could have been charged since there would be no ‘deficient portion of the proper duty’. 6. Thus, charging of penalty upto 10 times of deficient portion of stamp duty would arise only in such cases of impounding of instrument, wherein a party has evaded payment of stamp duty and has sought to produce the instrument in evidence or has sought to rely upon the same before a public officer. It would be exceptionally harsh to charge penalty upto 10 times to an applicant who has produced an instrument on his own volition for seeking opinion under Section 31 of the Stamp Act and who after making payment of stamp duty in accordance with Collector’s opinion, seeks a certificate under Section 32 of the Stamp Act. 7. Even in cases where there is a suppression of market value of property that is the subject matter of an instrument, as per Section 31(3) of the Stamp Act, the Collector would refer the instrument to the Collector of relevant district to determine the true market value of the property as per the procedure laid down in Section 32A of the Stamp Act. In such a situation, as per Section 32A(3) of the Stamp Act, the applicant would be required to make payment of amount of deficit stamp duty and penalty of not more than Rs.250/-. D. Whether the general time limit prescribed under Section 17 of the Stamp Act providing for stamping of the order of the National Company Law Tribunal within 30 days from the date of such order can be applied when such order/instrument itself permits the applicant to present the order before the Collector within 60 days from the date of the receipt of the order? 1. In the case of an NCLT Order, in view of the very nature of such instrument, if the time of 30 days as referred to in Section 17 of the Stamp Act is read strictly as ‘30 days and not a day more’, it would result in an anomaly. 1. In the case of an NCLT Order, in view of the very nature of such instrument, if the time of 30 days as referred to in Section 17 of the Stamp Act is read strictly as ‘30 days and not a day more’, it would result in an anomaly. An instrument such as an NCLT Order is not executed/signed by the applicant, but it is an order passed by the NCLT. Therefore, stamping of the NCLT Order is firstly dependent upon receipt of a certified copy. Moreover, an order of NCLT may be the subject matter of a review or an appeal, and/or might be stayed. Further, an order of the NCLT itself may not be implementable within a period of 30 days. Thus, time of 30 days referred to in Section 17 of the Stamp Act is required to be interpreted purposively as per the facts of each instrument. 2. The Stamp Act does not provide a consequence for delay in stamping of an instrument under Section 17 of the Stamp Act, including action of impounding. Further, the definition of ‘duly stamped’ under Section 2(h) of the Stamp Act does not refer to the time for stamping prescribed under Section 17 of the Stamp Act. The same is also clear from the following illustration: In case of an NCLT Order, if the same is submitted before the Collector under Section 31 of the Stamp Act within a period of 1 month of its execution, then even when the Collector takes more than 30 days to provide his opinion and the applicant makes payment of stamp duty as per the Collector’s opinion after 30 days of the date of NCLT Order, the same is treated as ‘duly stamped’, and thereafter upon request of the applicant, the Collector also certifies such NCLT Order under Section 32 of the Stamp Act. Therefore, even though the time of 30 days as stipulated in Section 17 of the Stamp Act is not strictly adhered to, it does not render the NCLT Order ‘not duly stamped’. 3. The judgments relied upon the Respondent to contend that ‘limitation period’ stipulated in a statute is required to be strictly construed would not apply to Section 17 of the Stamp Act in view of the submissions made above. 3. The judgments relied upon the Respondent to contend that ‘limitation period’ stipulated in a statute is required to be strictly construed would not apply to Section 17 of the Stamp Act in view of the submissions made above. Moreover, time of 30 days referred to in Section 17 of the Stamp Act is not a ‘limitation period’, in as much as the same is time for payment of stamp duty by a party voluntarily without seeking opinion of the Collector. 4. In the present facts, the said instrument itself prescribes time of 60 days for producing the instrument before the Collector. The said NCLT order dated 18.9.2019 is not challenged and having attained finality, it is binding on all concerned including relevant statutory authorities. NCLT, being a judicial authority, is deemed to be aware of the provision of Section 17 of the Stamp Act. Inspite of the same and upon considering the time required for relevant events, viz. effectiveness of the Scheme, determination of Appointed Date, valuation of assets as on Appointed Date, computation of consideration amount, etc., NCLT had permitted the Applicant to produce the said instrument before the Collector within 60 days of its receipt. 5. Further, NCLT had given time of 60 days to the Applicant to file its order dated 18.9.2019 before the Registrar of Companies (‘ROC’), whereupon the Scheme would become effective. Only once the Scheme becomes effective, the Appointed Date would be determined, and only once the Appointed Date is determined, the consideration amount could have been computed. Looking to Article 20(d) of Schedule-I to the Stamp Act, the Collector could not have computed the stamp duty chargeable on the said instrument, in absence of the determination of consideration amount. 6. A certified copy of the NCLT Order dated 18.9.2019 was received on 30.9.2019, and thereafter the NCLT Order dated 18.9.2019 was filed before the ROC on 15.10.2019, which became the Effective Date. Consequently, the Appointed Date was determined as 1.10.2019, and thereafter the concerned Chartered Accountant had to undertake the exercise of computation of consideration amount as per Clause 8.1 of the Scheme. 7. Therefore, in the facts of present case, it was impossible for the Applicant to stamp the said instrument within a period of 30 days as per Section 17 of the Stamp Act. 7. Therefore, in the facts of present case, it was impossible for the Applicant to stamp the said instrument within a period of 30 days as per Section 17 of the Stamp Act. Even if the Applicant would have undertaken the ministerial step of filing of the said instrument within 1 month before the Collector, it would not have been in a position to provide details of consideration amount, without which the Collector would not have been in a position to compute the stamp duty and give an opinion under Section 31 of the Stamp Act. Consequently, the stamp duty on the said instrument could not have been paid within 30 days as referred in Section 17 of the Stamp Act. E. Whether the action of impounding the said instrument and subjecting it to imposition of penalty is not contrary to the scheme and provisions of the Stamp Act and more particularly Section 40 thereof, which vests a discretion with the Collector of not impounding such instrument even if presented beyond the period of 30 days but before the period of 1 year from the date of such instrument? 1. It is reiterated that had the Collector followed the procedure of Section 31 of the Stamp Act, then the complexities that have arisen in the present facts would have been avoided. The Collector did not decide the Applicant’s application under Section 31 of the Stamp Act and did not provide his opinion. If the Collector would have provided his opinion under Section 31 of the Stamp Act, instead of illegally impounding the said instrument under Section 33 of the Stamp Act and illegally initiating proceedings under Section 39 of the Stamp Act, it would have been open to the Applicant to apply to the Collector under Section 40 of the Stamp Act and pray for stamping of the instrument in accordance with the said provision. 2. A situation has now arisen that if in view of the admission of the Respondent that the Collector had illegally impounded the said instrument, if this Court were to answer only the first question and set aside the Collector’s order dated 25.10.2021, the Applicant will still be left with an unstamped instrument inspite of having paid Rs.25 crores towards stamp duty. In view of passage of 1 year from date of NCLT Order dated 18.9.2019, it is not even open to the Applicant to apply to the Collector under Section 40. F. Whether the CCRA has erred in rejecting the Applicant’s submission that there was no delay in filing of application under Section 31 of the Stamp Act, the same having been filed within 30 days of the Effective Date under the Scheme, especially when the consideration amount payable under the Scheme could not have been computed unless the Scheme was made effective? 1. The Applicant had produced the instrument before the Collector under Section 31 of the Stamp Act within a period of 30 days of the Effective Date of the Scheme. The Applicant reiterates the submissions made in the earlier paragraphs in response to Question D above. G. Whether the imposition of penalty is not disproportionate, excessive, unreasonable, illegal, and unjust, in the absence of any mens rea on the part of the Applicant which had itself presented the said instrument for seeking opinion of the Collector under Section 31 of the Act and which was within the time stipulated in the order of NCLT Ahmedabad itself? H. Whether the CCRA ought not to have set aside the order of the Collector imposing penalty, particularly since the Collector has failed to assign any reasons whatsoever for imposition of the said penalty, and in absence of assignment of reasons by the Collector, whether the CCRA has not erred in supplanting its own reason to justify the imposition of penalty? 1. In view of the admission of the Respondent that the impounding of the said instrument was illegal, it is clear that consequential proceedings initiated under Section 39 of the Stamp Act are also bad in law, and therefore the penalty imposed by the Collector is required to be quashed and set aside. 2. The Applicant has on its own volition produced the said instrument under Section 31 of the Stamp Act, requesting for the Collector’s opinion as to the chargeability of stamp duty on the instrument. Thus, the Applicant never intended to evade payment of stamp duty. Even the Collector has not made any finding that the Applicant sought to evade payment of stamp duty. Thus, the Applicant never intended to evade payment of stamp duty. Even the Collector has not made any finding that the Applicant sought to evade payment of stamp duty. It is not a case wherein the Collector/ public officer has impounded the said instrument because Applicant was surreptitiously attempting to enter the said instrument into evidence or was relying upon the same without paying stamp duty. 3. Reliance placed by the Respondent on the judgment of the Hon’ble Supreme Court of India in the case of State Of Gujarat and Another vs. Saw Pipes Ltd. reported in 2023 SCC Online 428, is misconceived. The said judgment has been delivered in the context of Section 45(6) of Gujarat Sales Tax Act, 1969, wherein the imposition of penalty is not discretionary. On the other hand, Section 39(1)(b) provides for imposition of penalty of Rs.5/-, and imposition of penalty of more than Rs.5/- upto 10 times of the deficient portion of stamp duty is discretionary. 4. Even as per the Scheme of the provisions of the Stamp Act as narrated above, an application to the Collector under Section 31 reflects bona fide on part of an applicant. As submitted in response to Question C above, it is reiterated that if the procedure as per Section 31 of the Stamp Act had been followed by the Collector, then the question of charging penalty would not have arisen. 5. The Collector has neither disclosed reasons nor the basis for arriving at the figure of Rs.7,64,40,000/-sought to be charged towards penalty in its order dated 25.10.2021. 6. The argument of the Respondent that the quantum of penalty has been calculated on the basis of interest that would have been levied under Section 46 of the Stamp Act, is an afterthought, and the same has been made for the first time during the course of oral arguments before this Court. In his order dated 25.10.2021, the Collector himself has stated that interest would be chargeable if the stamp duty and penalty amount demanded is not paid within 90 days from the date of the said order dated 25.10.2021. This is so because as per Section 46 of the Stamp Act, interest can be levied only in cases where the amount of stamp duty and/or penalty has been crystallized and the Collector has required its payment. This is so because as per Section 46 of the Stamp Act, interest can be levied only in cases where the amount of stamp duty and/or penalty has been crystallized and the Collector has required its payment. Therefore, when the Collector could not have charged interest as per Section 46 of the Stamp Act, it would not be open for the Collector to recover interest in the form of penalty. If the Collector would have been entitled to levy interest, he could have levied the same in addition to penalty. In any case, interest and penalty cannot be equated. 7. Even otherwise, the argument that the quantum of penalty is being determined on the basis of interest amounts to taking advantage of Collector’s own non-adherence to procedure. In its application dated 13.11.2019, the Applicant has submitted that as per its own calculation stamp duty of Rs.25 crores is payable towards stamp duty on the instrument in question. Thus, at the outset the Applicant has shown its readiness and willingness to pay the maximum stamp duty of Rs.25 crores on the instrument in question. Even in its letter dated 1.7.2021, the Applicant had requested the Collector to issue final opinion under Section 31 of the Stamp Act so that the Applicant may make payment of stamp duty and thereafter apply for certificate under Section 32. However, the Collector never opined as to the chargeability of stamp duty on the said instrument, and only passed an order under Section 39(1)(b) of the Stamp Act on 25.10.2021. 8. For the aforesaid reason, the finding of the CCRA justifying imposition of penalty of Rs.7,64,40,000/-because of passage of time between date of the said instrument and date of payment of stamp duty is also erroneous. In any case, when the Collector had not assigned any reason/basis for imposition of penalty, the CCRA could not have supplanted his own reasons to justify the same. 9. Without prejudice to the aforesaid submissions, it is submitted that the amount of penalty imposed must be commensurate with the gravity of alleged misconduct. Imposition of penalty of an amount of Rs.7,64,40,000/- in a case where the Applicant has voluntarily approached the Collector for seeking opinion, while being ready and willing to pay the maximum stamp duty of Rs.25 crores, albeit after an alleged delay of less than 30 days is disproportionate and excessive. 4.2 Mr. Imposition of penalty of an amount of Rs.7,64,40,000/- in a case where the Applicant has voluntarily approached the Collector for seeking opinion, while being ready and willing to pay the maximum stamp duty of Rs.25 crores, albeit after an alleged delay of less than 30 days is disproportionate and excessive. 4.2 Mr. Joshi, learned Senior Advocate, in support of his submissions, would refer to the following decisions: (a) Government of Uttar Pradesh & others vs. Raja Mohammed Amir Ahmad Khan ( AIR 1961 SC 787 ); (b) Trustees of H.C. Dhanda Trust v/s State of Madhya Pradesh [ (2020) 9 SCC 510 – para.12, 15-17, 20-24]; (c) Hindustan Steel Limited v/s State of Orissa [ 1969 (2) SCC 627 – para. 8]. 5. Ms. Manisha Lavkumar, learned Government Pleader assisted by Mr. Siddharth Rami and Mr. Raj Tanna, learned AGPs appearing for the State would make the following submissions on the respective questions raised: A. WHETHER THE SUBJECT INSTRUMENT BEING THE ORDER OF THE NCLT AHMEDABADCOULDHAVEBEEN IMPOUNDED UNDER SECTION 33 OF THE GUJARAT STAMP ACT, 1958 AND CONSEQUENTLY SUBJECTED TO DUTY AND PENALTY UNDER SECTION 39 THEREOF, PARTICULARLY WHEN THE SAID INSTRUMENT WAS PRESENTED UNDER SECTION 31 OF THE STAMP ACT FOR THE PURPOSE OF THE OPINION OF THE COLLECTOR, WHO WOULD HAVE NO JURISDICTION TO IMPOUND THE SAME AS HELD BY THE HON’BLE SUPREME COURT OF INDIA IN GOVERNMENT OF UTTAR PRADESH & OTHERS V/S. RAJA MOHAMMED AMIR AHMAD KHAN ( AIR 1961 SC 787 )? 1) With the decision of the Hon’ble Apex Court rendered in case of Government of Uttar Pradesh &Ors. Versus Raja Mohammad Amir Ahmad Khand reported in AIR 1961 SC 787 , having identified powers under Section 31 of the Act, as having a distinct and an independent domain whilst remaining confined to the administrative exercise of granting an opinion, when after the Collector would become functus officio, there can be no simultaneous invocation of the process provided for under Section 33 of the Act. 2) However, the said decision of the Hon’ble Apex Court cannot be read to foreclose the right of respondent authorities for all times to come to invoke consequences which would entail in case of an inadequately stamped and/or not stamped instrument. 2) However, the said decision of the Hon’ble Apex Court cannot be read to foreclose the right of respondent authorities for all times to come to invoke consequences which would entail in case of an inadequately stamped and/or not stamped instrument. As a matter of fact, any instrument that comes to the notice of authority having by law or consent of parties authority to receive evidence, and, every person in charge of public office, except an officer of police, before whom instrument chargeable, in his opinion is produced or comes in the performance of his function, is duty bound to impound the said document, if it appears to him that the said instrument is not duly stamped. 3) This question referred herein above is accordingly answered. B. WHETHER THE PROVISIONS OF SECTION 17 OF THE STAMP ACT REQUIRING AN ORDER OF THE NCLT TO BE STAMPED WITHIN 30 DAYS FROM THE DATE OF SUCH ORDER COULD AT ALL BE MADE APPLICABLE IN RESPECT OF AN INSTRUMENT PRESENTED TO THE COLLECTOR UNDER SECTION 31 OF THE STAMP ACT AND WHETHER ANY PROCEEDINGS COULD HAVE BEEN INITIATED FOR A PURPORTED BREACH THEREOF? 1) The above question constitutes of two facets (i) Applicability of the limitation prescribed for stamping whether applicable to the procedure prescribed under Section 31, and, (ii) Whether proceedings for breach of limitation for stamping (u/ s 17 of the Act) can entail institution of proceedings (u/s 33 read with Section 39 of the Act). 2) Before delving on both these above facets, it shall only be fruitful to consider that Section 17 of the Gujarat Stamp Act, 1958 which provides for stamping of a document and stipulates a requirement that all instruments chargeable with duty and executed by any person in this State shall be stamped before or at the time of execution or immediately thereafter on the next working day following the day of execution. 3) The proviso to this section specifies such limitation applicable to a definite specie of instruments, in so far as it/they relate(s) to an order of, i. The National Company Law Tribunal under Section 232 of the Companies Act, 2013 in respect of a scheme for reconstruction of the company or companies involving merger or the amalgamation of any two or more companies; or ii. Order of the Reserve Bank of India under Section 44A of the Banking Regulation Act, 1949 in respect of amalgamation or dissolution of Banking companies, and prescribes that such specie of instruments, shall be stamped within thirty days from the date of such order of the National Company Law tribunal or, as the case may be, the order of the Reserve Bank of India. 4) Now considering the two facets (distinguished above in para 1) in the backdrop of the above scheme of Section 17 of the Act, the following deserves to be considered: 4.1 In accordance with the mandate of Section 17 of the Act if an order of the National Company Law Tribunal passed under Section 232 of the Companies Act, 2013 sanctioning a scheme for reconstruction of the company or companies involving merger or the amalgamation of any two or more companies executed in terms of the Act (in accordance with Section 2(g)(iv) read with Section 2(l) and Schedule-I of the Act) is brought before the Collector (a) Under Section 31, in which case, the limitation provided for under section 17 of the Act would have no applicability, since instruments that can be presented under Section 17 of the Act could be stamped/ unstamped and/or executed/unexecuted. (b) not under Section 31 of the Act but in the course of his/her functional dispensation (under the Act) and such instrument is found to be unstamped or inadequately stamped, all consequences relatable to such instrument as provided for under the Act can be invoked. For instance, if an order to obtain a certificate by endorsement under Section 32 of the Act, to an order of NCLT is sought for, and it is found that, the said order is unstamped, two exigencies shall occasion (a) Deficit stamp may be ordered to be paid, and endorsement may be granted subject to such order being presented within a month from its date of passing as provided for under Section 32 (3), OR (b) The Collector shall decline endorsement to such order of NCLT, if it is not presented within a month from the date of its passing, in which case since such order has come to his notice during the course of his functional dispensation, he shall proceed to invoke Section 33 read with Section 39 of the Act. 6) The question referred herein above is therefore required to be answered accordingly. 6) The question referred herein above is therefore required to be answered accordingly. C. WHETHER SECTION 32(3) OF THE STAMP ACT DISABLING THE COLLECTOR FROM ENDORSING ANY INSTRUMENT BROUGHT TO HIM AFTER THE EXPIRATION OF THE ONE MONTH FROM DATE OF ITS EXECUTION CAN BE CONSTRUED AS AN ENABLING PROVISION AUTHORIZING THE COLLECTOR TO IMPOUND THE INSTRUMENT UNDER SECTION 33 OF THE STAMP ACT? 1) Section 32 being a sequitur to Section 31 of the Act, if an instrument is presented as a consequence of the opinion received, such presentation if made of an instrument not duly stamped or inadequately stamped and the said presentation comes within the dispensation of official functions of the Collector, the same may constitute a reason to believe for the Collector, to impound the instrument. 2) This question referred herein above is therefore required to be answered accordingly. D. WHETHER THE GENERAL TIME LIMIT PRESCRIBED UNDER SECTION 17 OF THE STAMP ACT PROVIDING FOR STAMPING OF THE ORDER OF THE NCLT WITHIN 30 DAYS FROM THE DATE OF SUCH ORDER CAN BE APPLIED WHEN SUCH ORDER/INSTRUMENT ITSELF PERMITS THE APPLICANT TO PRESENT THE ORDER BEFORE THE COLLECTOR WITHIN 60 DAYS FROM THE DATE OF THE RECEIPT OF THE ORDER? 1) A time period provided for in an instrument/order passed under the provisions of the Companies Act, 2013, cannot over-ride a statutory provision/limitation prescribed under the Act, 1958. 2) It is well settled law that any limitation provided for under a statute cannot be altered and amended or extend by a Court of law. Limitation for presentation as to determination/validation of stamps being the mandate of a procedure, must be adhered to and the law shall operate in the manner provided for. 3) This question referred herein above is therefore required to be answered accordingly. E. WHETHER THE ACTION OF IMPOUNDING THE SAID INSTRUMENT AND SUBJECTING IT TO IMPOSITION OF PENALTY IS NOT CONTRARY TO THE SCHEME AND PROVISIONS OF THE STAMP ACT AND MORE PARTICULARLY SECTION 40 THEREOF, WHICH VESTS A DISCRETION WITH THE COLLECTOR OF NOT IMPOUNDING SUCH INSTRUMENT EVEN IF PRESENTED BEYOND THE PERIOD OF 30 DAYS BUT BEFORE THE PERIOD OF 1 YEARS FROM THE DATE OF SUCH INSTRUMENT? 1) As per the provision of Section 40 of the Gujarat Stamp Act 1958, a person who has paid deficit stamp duty shall present the Instrument to the Collector within one year from the date of its execution and offer to pay the amount of insufficient stamp duty when the omission to duly stamp such instrument has been occasioned by accident, mistake or urgent necessity. 2) Thus, a consideration of the scheme of the above provision requires the following eventualities to occasion: (a) The person must present an instrument not duly stamped within 1 year from the date of its execution on his/her own volition. (b)The omission to pay the due amount of stamp must be owing to either (i) accident (ii) mistake or (iii) urgent necessity. 3) If the above determinants for the exercise of power under Section 40 of the Act are fulfilled, the benefit flowing from it shall consequence subject to the satisfaction of the Collector as to the fulfilment of the prescribed determinants. 4) In the case on hand there are no such submissions as to fulfilment of the determinants for triggering Section 40 of the Act as culled out above. Moreover, no attempt also seems to have been made by the stamp defaulters to even invoke Section 40 of the Act, vide a formal request/application. 5) This question may therefore be answered accordingly. F. WHETHER THE CCRA HAS ERRED IN REJECTING THE APPLICANT’S SUBMISSION THAT THERE WAS NO DELAY ON FILLING OF THE APPLICATION UNDER SECTION 31 OF THE STAMP ACT, THE SAME HAVING BEEN FILED WITHIN 30 DAYS OF THE EFFECTIVE DATE UNDER THE SCHEME, ESPECIALLY WHEN THE CONSIDERATION AMOUNT PAYABLE UNDER THE SCHEME COULD NOT HAVE BEEN COMPUTED UNLESS THE SCHEME WAS MADE EFFECTIVE? 1) For the purposes of determining stamp, it is the market value of the properties (which are the subject of an instrument) on the date of execution which shall be taken into consideration. Such is the mandate of Section 2 (na) of the Act. ‘Execution’ is defined under Section 2 (i) of the Act, and in the context of an order passed under Section 232 of the Companies Act, 2013, the order as an instrument shall be deemed to be executed on the date when it is passed as per Section 17 of the Act, 1958. To this effect the mandate of law is express and clear. To this effect the mandate of law is express and clear. 2) In that light of the mandate of the Act, 1958, there shall be no intervention to the free flow of the consequences of the provisions of the Act on account of what the ‘effective date’ is as per the instrument or for that matter as per the order of the Company Court. 3) In the present case, the judgment and order dated 18.09.2019 passed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench under Section 230-232 of the Companies Act 2013, is an instrument which is signed in the State of Gujarat. Thus, the instrument is considered to be executed in the State of Gujarat and signed on 18.09.2019. 4) Section 17 of the Act specifically provides for a period of 30 days for stamping of order of the National Company Law Tribunal. When the statute specifically prescribes period within which the instrument is to be stamped, the applicant company is duty bound to comply with the statutory period of limitation. 5) The instrument signed on 18.09.2019 has been presented by the Applicant before the Collector on 13.11.2019 i.e. approximately in about 2 months from the date of its execution. The certified copy of the said order has also been received by the Applicant on 30.09.2019 and therefore, the instrument has not been submitted by the Applicant before the Collector within one month from the date of execution i.e. before 29.10.2019. 6) The necessary corollary to the above events therefore must be to hold that the CCRA has not erred in holding that the instrument presented was beyond the period of limitation. 7) This question referred hereinabove is therefore required to be answered accordingly. G. WHETHER THE IMPOSITION OF PENALTY IS NOT DISPROPORTIONATE, EXCESSIVE, UNREASONABLE, ILLEGAL AND UNJUST IN ABSENCE OF ANY MENSREA ON THE PART OF THE APPLICANT WHICH HAD ITSELF PRESENTED THE SAID INSTRUMENT FOR SEEKING OPINION OF THE COLLECTOR UNDER SECTION 31 OF THE ACT AND WHICH WAS WITHIN THE TIME STIPULATED IN THE ORDER OF NCLT AHMEDABAD ITSELF? 1) Imposition of penalty is a consequence flowing from the invocation of Section 33 followed by the process prescribed under Section 39 of the Act. 2) Determination of the quantum of penalty to be imposed if the process of law as prescribed (and described above) is followed shall be the discretion of the Collector. 1) Imposition of penalty is a consequence flowing from the invocation of Section 33 followed by the process prescribed under Section 39 of the Act. 2) Determination of the quantum of penalty to be imposed if the process of law as prescribed (and described above) is followed shall be the discretion of the Collector. In exercising such discretion, the provisions of the Act, 1958 do not require consideration of ‘mensrea’. The Act however provides that if a document not duly stamped is presented by its holder voluntarily within a period of 1 year while supplementing such delay with reasons as to justify such delay being relatable to a mistake, accident or urgent necessity, then the collector while assessing the justification may consider not imposing a penalty at all. 3) The instrument of the Applicant has been impounded under Section 33 of the Gujarat Stamp Act, 1958 and the penalty is recoverable under the provisions of Section 39(1)(b) of the act. As per Section 17 of the Gujarat Stamp Act, 1958, orders sanctioning amalgamation of companies under the Companies Act, are required to be stamped within 30 days from the date of the order. Therefore, considering the period from the date of execution of the instrument from which the stamp duty was to be paid, and considering the fact, as per section 39(1) of the Act, the penalty can be levied upto ten times the amount of stamp duty, the imposition of penalty, to the tune of Rs. 7,64,40,000/-, as against the stamp duty of amount of Rs. 25,00,00,000/- in the present case, cannot be termed as disproportionate, excessive, unreasonable, illegal, or unjust. 4) This question referred herein above, would therefore be have to be answered accordingly. H. WHETHER THE CCRA OUGHT NOT TO HAVE SET ASIDE THE ORDER OF COLLECTOR IMPOSING PENALTY, PARTICULARLY SINCE THE COLLECTOR HAS FAILED TO ASSIGN ANY REASONS WHATSOEVER FOR IMPOSITION OF THE SAID PENALTY, AND IN ABSENCE OF ASSIGNMENT OF REASONS BY THE COLLECTOR, WHETHER THE CCRA HAS NOT ERRED IN SUPPLANTING ITS OWN REASON TO JUSTIFY THE IMPOSITION OF PENALTY? 1) In view of the facts of the case, the order passed by the Collector and Additional Superintendent of Stamps, is in consonance with the provisions of law, as the instrument was not duly stamped within the statutory time prescribed under the Act. 1) In view of the facts of the case, the order passed by the Collector and Additional Superintendent of Stamps, is in consonance with the provisions of law, as the instrument was not duly stamped within the statutory time prescribed under the Act. Therefore, the Petitioner, having not complied with the mandatory requirement of law, the order passed by the Collector and Additional Superintendent of Stamps and confirmed by the CCRA is just and proper and in accordance with law. 2) Further, the CCRA, while considering the submissions of the Petitioner, has given specific findings on the submissions of the Petitioner and therefore there is no error in the order passed by CCRA. 3) The question referred herein above, may be answered accordingly. 5.1 Ms. Lavkumar, learned Government Pleader in support of her submissions would rely on the following decisions: (a) Hindustan Lever And Another vs. State of Maharashtra And Another [ (2004) 9 SCC 438 ]; (b) Inter State Amalgamation Scheme or Arrangement Between Two Companies : Determination of Payable Stamp Duty [ 2016 (3) Mh.L.J 436 ]; (c) State Of Gujarat and Another vs. Saw Pipes Ltd. [2023 SCC OnLine SC 428] 6. Having considered the submissions made by learned counsels for the respective parties, before we answer the questions raised for consideration and opinion of this court, it would be in the fitness of things to reproduce the relevant provisions of the Stamp Act and the chronology of events which are as under: “2(g) "Conveyance" includes,- (i) a conveyance on sale, (ii) every instrument, (iii) every decree or final order of any civil Court; [(iv) every order made by National Company Law Tribunal under section 232 of the Companies Act, 2013 (18 of 2013) in respect of a scheme for reconstruction of the company or companies involving merger or the amalgamation of any two or more companies and every order made by the Reserve Bank of India under section 44A of the Banking Regulation Act 1949 (10 of 1949) in respect of amalgamation or dissolution of Banking companies, or;] [(v) any writing or letter of allotment in respect of the premises, given to its members or allottee by a co-operative society registered or deemed to have been registered under the Gujarat Co-operative Societies Act, 1961 (Gujarat X of 1962),or a corporation or an association formed and registered under the Bombay Non-Trading Corporation Act, 1959 (Bombay XXVI of 1959) or the Gujarat Ownership Flat Act, 1973 (Gujarat 13 of 19 73) as the case may be.] by which property, whether movable or immovable, or any estate or interest in any property is transferred to, or vested in, any other person, inter vivos, and which is not otherwise specifically provided for by Schedule I; Explanation. - For the purposes of this clause, an instrument whereby a co-owner of any property transfers his interest to another co-owner of the property and which is not an instrument of partition shall be deemed to be an instrument by which property is transferred inter vivos',] 2(h)"duly stamped" as applied to an instrument means that the instrument bears an adhesive or impressed stamp of not less than the proper amount and that such stamp has been affixed or used in accordance with the law for the time being in force in the State; 2(i) "executed" and "execution" used with reference to instruments means "signed" and "signature"; 2(l) "instrument" includes every document by which any right or liability is or purports to be created transferred limited extended extinguished or recorded but does not include a bill of exchange cheque promissory note bill of lading letter of credit policy of insurance transfer of share debenture proxy and receipt; 3. Instruments chargeable with duty. Instruments chargeable with duty. - Subject to the provisions of this Act and the exemptions contained in Schedule I, the following instruments shall be chargeable with duty of the amount indicated in Schedule I as the proper duty therefore respectively, that is to say- (a) every instruments mentioned in Schedule I, which, not having been previously executed by any person, is executed in the State on or after the date of commencement of this Act; [(aa) every instrument mentioned in Schedule I, which not having been previously executed by or on behalf of or in favour of the Government or any local authority, is executed by or on behalf or in favour of the Government or any local authority] (b) every instrument mentioned in Schedule I, which, not having been previously executed by any person, is executed out of the State on or after the said date, relates to any property situate, or to any matter or thing done or to be done in this State and is received in this State: Provided that no duty shall be chargeable in respect of- (1) any instrument executed by or on behalf of, or in favour of, the Government in cases where, but for this exemption, the Government would be liable to pay the duty chargeable in respect of such instrument; (2) any instrument for the sale, transfer or other disposition, either absolutely or by way of mortgage or otherwise of any ship or vessel, or any part, interest, share or property of or in ship or vessel registered under the Bombay Coasting Vessels Act, 1838 (XIX of 1938), or the Indian Registration of Ships Act, 1841 (X of 1941). 17. Instruments executed in State. - All instruments chargeable with duty and executed by any person in this State shall be stamped before or [at the time of execution or immediately thereafter on the next working day following the day of execution] Provided that the clearance list described in Articles 18A, 18B, 18C, 18D or 18E of Schedule I may be stamped by an officer authorised by the State Government by rules made under this Act, if such clearance list is submitted for stamping by the clearing house of an Association in accordance with its rules and bye-laws with the requisite amount of stamp duty, within two months from the date of its execution. [Provided further that the instrument, so far as it relates to an order of-, (i) the National Company Law Tribunal under section 232 of the Companies Act, 2013 (18 of 2013) in respect of a scheme for reconstruction of the company or companies involving merger or the amalgamation of any two or more companies; (ii) the Reserve Bank of India under Section 44A of the Banking Regulation Act, 1949 (10 of 1949) in respect of amalgamation or dissolution of Banking companies, shall be stamped within thirty days from the date of such order of the National Company Law tribunal or, as the case may be, the order of the Reserve Bank of India.] 31. Adjudication as to proper stamps. - (1) When any instrument, whether executed or not and whether previously stamped or not, is brought to the Collector, and the person bringing it applies to have the opinion of that officer as to the duty (if any) with which it is chargeable, and pays a fee of such amount [not exceeding one hundred rupees and not less than twenty-five rupees] as the Collector may, in each case direct, the Collector shall determine the duty (if any) with which in his judgement, the instrument is chargeable. (2) For this purpose the Collector may require to be furnished with an abstract of the instrument, and also with such affidavit or other evidence as he may deem necessary to prove all the facts and circumstances affecting the chargeability of the instrument with duty, or the amount of the duty with which it is chargeable, are fully and truly set forth therein, and may refuse to proceed upon any such application until such abstract and evidence have been furnished accordingly: Provided that- (a) no evidence furnished in pursuance of this section shall be used against any person in any civil proceeding, except in an inquiry as to the duty with which the instrument to which it relates is chargeable; and (b) every person by whom any such evidence is furnished shall, on payment of the full duty with which the instrument to which it relates is chargeable, be relived from any penalty which he may have incurred under this Act by reason of the omission to state truly in such instrument any of the facts or circumstances aforesaid. [(3) Where an officer appointed as a Collector under clause (f) of section 2 has reason to believe that the market value of the property, which is the subject matter of the instrument, received by him for adjudication, has not been truly set forth therein, he shall, before assessing the stamp duty under this section, refer the instrument to the Collector of such district in which either the whole or any part of the property is situate, for determining, in accordance with the procedure laid down in section 32A, the true market value of such property and the proper duty payable on the instrument.] 32. Certificate by Collector. - (1) When an instrument brought to the Collector under section 31, is in his opinion, one of a description chargeable with duty, and- (a) the Collector determines that it is already fully stamped, or (b) the duty determined by the Collector under section 31, or such a sum as with the duty already paid in respect of the instrument, is equal to the duty so determined, has been paid, the Collector shall certify by endorsement on such instrument that the full duty (stating the amount) with which it is chargeable has been paid. (2) When such instrument is, in his opinion, not chargeable with duty, the Collector shall certify in manner aforesaid that such instrument is not so chargeable. (3) Any instrument upon which an endorsement has been made under this section, shall be deemed to be duly stamped or not chargeable with duty, as the case may be; and, if chargeable with duty, shall be receivable in evidence or otherwise, and may be acted upon and registered as if it has been originally duly stamped: Provided that nothing in this section shall authorise the Collector to endorse- (a) any instrument executed or first executed in the State and brought to him after the expiration of one month from the date of its execution or first execution, as the case may be; (b) any instrument executed or first executed out of the State and brought to him after the expiration of three months after it has been first received in this State; or (c) any instrument chargeable with the duty of twenty naye paise or less when brought to him, after the drawing or execution thereof, on paper not duly stamped. 33. Examination and impounding of instruments. 33. Examination and impounding of instruments. - (1) [Subject to the provision of section 32A, every person] having by law or consent of parties authority to receive evidence, and every person in charge of a public office except an officer of police, before whom any instrument, chargeable, in his opinion, with duty, is produced or comes in the performance of his functions shall if it appears to him that such instrument is not duly stamped, impound the same. (2) For that purpose every such person shall examine every instrument so chargeable and so produced or coming before him in order to ascertain whether it is stamped with a stamp of the value and description required by the law for the time being in force in the State when such instrument was executed or first executed: Provided that- (a) nothing herein contained shall be deemed to require any Magistrate or Judge of a Criminal Court to examine or impound, if he does not think fit so to do any instrument coming before him in the course of any proceeding other than a proceeding under Chapter XII or Chapter XXXVI of the Code of Criminal Procedure, 1898 (V of 1898); (b) in the case of a Judge of High Court, the duty of examining and impounding any instrument under this section may be delegated to such officer as the Court may appoint in this behalf. 39. Collector's power to stamp instruments impounded. 39. Collector's power to stamp instruments impounded. - (1) When the Collector impounds any instrument under section 33, or receives any instrument send to him under sub-section (2) section 37, not being an instrument chargeable with a duty of twenty naye paise, or less, he shall adopt the following procedure :- (a) if he is of opinion that such instrument is duly stamped or is not chargeable with duty, he shall certify by endorsement thereon that it is duly stamped, or that it is not so chargeable, as the case may be; (b) if he is of opinion that such instrument is chargeable with duty and is not duly stamped he shall require the payment of the proper duty or the amount required to make up the same, together with a penalty of five rupees; or, if he thinks fit, an amount not exceeding ten times the amount of the proper duty or of the deficient portion therefore, whether such amount exceeds or falls short of five rupees. Provided that, when such instrument has been impounded only because it has been written in contravention of section 13 or section 14, the Collector may, if he thinks fit, remit the whole penalty prescribed by this section. (2) Every certificate under clause (a) of sub-section (1) shall, for the purposes of this Act, be conclusive evidence of the matters stated therein. (3) Where an instrument has been send to the Collector under sub-section (2) of section 37 the Collector shall, when he has dealt with it is a provided by this section, return it to the impounding officer. 40. Instruments unduly stamped by accident.. (3) Where an instrument has been send to the Collector under sub-section (2) of section 37 the Collector shall, when he has dealt with it is a provided by this section, return it to the impounding officer. 40. Instruments unduly stamped by accident.. - If any instrument chargeable with duty and not duly stamped, not being an instrument chargeable with a duty of twenty naye paise or less is produced by any person of his own motion before the Collector within one year from the date of its execution or first execution, and such person brings to the notice of the Collector the fact that such instrument is not duly stamped and offers to pay to the Collector the amount of the proper duty, or the amount required to make up the same, and the Collector is satisfied that the omission to duly stamp such instrument has been occasioned by accident, mistake or urgent necessity he may, instead of proceeding under sections 33 and 39, receive such amount and proceed as next hereinafter prescribed. Article 20(d) of Schedule I : 20(d) CONVEYANCE, [so far as it relates to scheme for reconstruction of the company or companies involving merger or the amalgamation of any two or more companies by an order of the National Company Law Tribunal under section 232 of the Companies Act, 2013 (18 of 2013) or for amalgamation or dissolution of Banking Companies by an order of the Reserve Bank of India under Section 44A of the Banking Regulation Act 1949 (10 of 1949)] CHRONOLOGY Sr. No. Date Particulars 1. 2019 A Scheme of Arrangement between Vodafone Idea Limited (‘Transferor Company’) and the Applicant and their respective shareholders and creditors (‘Scheme’) was presented, inter alia, for the transfer of the Fiber Infrastructure Undertaking of the Transferor Company and vesting of the same with the Applicant on a going concern basis. In consideration of the transfer of the Fiber Infrastructure Undertaking of the Transferor Company and vesting of the same with the Applicant, the Applicant was to pay to the Transferor Company consideration equal to the carrying value of net assets transferred, calculated as the difference between the book value of Assets and the book value of the Liabilities transferred on the Appointed Date (as defined in the Scheme) as stipulated in Clause 8.1 of Part B of the Scheme. 2. 2. 18.9.2019 National Company Law Tribunal, Ahmedabad Bench, at Ahmedabad (‘NCLT Ahmedabad’) passed an order (‘said instrument’) sanctioning the Scheme. In paragraph 16 of the said instrument, NCLT Ahmedabad directed as follows: “The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, alongwith INC-28 in addition to physical copy as per relevant provisions of the Act as well as to Stamp Authority, Gujarat – within 60 days of the receipt of the order.” 3. 30.9.2021 Certified copy of the said instrument was made available by the Registry of NCLT Ahmedabad 4. 15.10.2019 Certified copy of the said instrument was filed by the Applicant/Transferor Company before the Registrar of Companies on 15.10.2019. Therefore, Effective Date of the Scheme is 15.10.2019 as per the terms of the Scheme. Consequently, the Appointed Date was determined as 1.10.2019. 5. 12.11.2019 Chartered Accountant issued a certificate that consideration to be paid to the Transferor Company was Rs.4,639 crores, calculated as the difference between the book value of Assets and the book value of the Liabilities transferred as on the Appointed Date i.e., 1.10.2019. 6. 13.11.2019 The Applicant filed an application under Section 31 of the Stamp Act before the Collector thereby seeking his opinion as to the proper stamp duty payable on the said instrument. The said application was filed within a period of 30 days from the Effective Date and within a period of 60 days of the receipt of the said instrument. 7. 2019-2021 The Applicant did not receive any communication from the Collector in respect of its application dated 13.11.2019. However, the Collector claims that it had issued notices, purportedly under Section 39(1)(b) of the Stamp Act on 29.1.2020, 12.3.2020, 20.7.2020, 12.10.2020, 21.12.2020, and 8.2.2021. 8. 16.3.2021 Collector issued a notice under Section 39(1)(b) of the Stamp Act, alleging that the instrument has not been stamped within the time limit prescribed under Section 17 of the Stamp Act, and intimated that a hearing was fixed on 19.4.2021. 9. 20.3.2021 Before receipt of the Collector’s notice dated 16.3.2021, the Advocate of Applicants followed up with the Collector about the status of the application dated 13.11.2019. 10. 19.4.2021 In view of personal difficulty of Applicant’s Advocate, time was sought from the Collector. 11. 9. 20.3.2021 Before receipt of the Collector’s notice dated 16.3.2021, the Advocate of Applicants followed up with the Collector about the status of the application dated 13.11.2019. 10. 19.4.2021 In view of personal difficulty of Applicant’s Advocate, time was sought from the Collector. 11. 3.6.2021 Collector issued another notice under Section 39(1)(b) of the Stamp Act, and intimating about the hearing fixed on 1.7.2021. 12. 1.7.2021 A reply was filed on behalf of the Applicant before the Collector. The Applicant showed its readiness and willingness to pay the stamp duty of Rs.25 crores, but raised objections in respect of the proposed levy of penalty. However, the Collector was not available on 1.7.2021. 13. 29.7.2021 Collector issued another notice under Section 39(1)(b) of the Stamp Act, and intimating about the hearing fixed on 9.8.2021. The said notice was delivered to the Applicant’s Advocates only on 12.8.2021. 14. 13.8.2021 The Applicant’s Advocates addressed a letter to the Collector informing that they had received the notice of hearing only on 12.8.2021 and requested for fixing hearing on another date. 15. 21.8.2021 Collector issued another notice under Section 39(1)(b) of the Stamp Act, and intimated about the hearing fixed on 20.9.2021. 16. 25.10.2021 Collector passed an order demanding stamp duty of Rs.25 crores and penalty of Rs.7,64,40,000/-, without assigning any reasons or basis for the said penalty amount. 17. 10.1.2022 The Applicant made payment of stamp duty of Rs.25 crores. 18. 19.1.2022 The Applicant filed an application under Section 53(1) of the Stamp Act before the CCRA, challenging the Collector’s order dated 25.10.2021. 19. 24.6.2022 Following the hearing before CCRA on 16.6.2022, the Applicant filed written submissions. 20. 28.11.2022 CCRA passed the impugned order, confirming the Collector’s demand of penalty of Rs. 7,64,40,000/-. Although no reasons for imposing the said penalty amount were assigned by the Collector, the CCRA observed that the said amount of penalty was justified in view of the lapse of time between the date of instrument and actual date of payment. 21. 20.1.2023 The Applicant filed an application under Section 54(1A) of the Stamp Act before the CCRA seeking reference of the matter to this Hon’ble Court. 7. 21. 20.1.2023 The Applicant filed an application under Section 54(1A) of the Stamp Act before the CCRA seeking reference of the matter to this Hon’ble Court. 7. Now, we proceed to answer the questions referred for the opinion of this court: A. Whether the subject instrument being the order of the NCLT Ahmedabad could have been impounded under Section 33 of the Gujarat Stamp Act, 1958 (‘Stamp Act’) and consequently subjected to duty and penalty under Section 39 thereof, particularly when the said instrument was presented under Section 31 of the Stamp Act for the purpose of the opinion of the Collector, who would have no jurisdiction to impound the same as held by the Hon’ble Supreme Court of India in Government of Uttar Pradesh & others v/s Raja Mohammed Amir Ahmad Khan ( AIR 1961 SC 787 )? 7.1 It is an admitted fact that the Tribunal order dated 18.09.2019 is a ‘conveyance’ and therefore an ‘instrument’ as defined under Sections 2(g) and 2(l) respectively. The Tribunal order dated 18.09.2019 was presented to have an opinion of the Collector under Section 31 of the Stamp Act on 13.11.2019. The application was only for seeking an opinion to determine with which the instrument is chargeable. Section 33 of the Act provides that subject to the provisions of Section 32A every person having by law or consent of parties authority to receive evidence and every person in charge of a public office before whom an instrument chargeable with duty is produced and it appears to him that the instrument is not duly stamped, he can impound the same. In the facts of the present case, the instrument was only presented for an opinion of the Collector as is evident from the letter dated 13.11.2019. 7.2 Perusal of the submissions of the State also indicate that the State concedes to the fact that in light of the decision in the case of Raja Mohammed Amir Ahmad Khan (supra) on an instrument presented for opinion under Section 31 of the Act, there is no power to impound the same. The relevant paragraphs of the decision in the case of Raja Mohammed Amir Ahmad Khan (supra) are as under: “2. The decision of this appeal depends upon the interpretation of ss, 31, 32 and 33 of the Stamp Act. The relevant paragraphs of the decision in the case of Raja Mohammed Amir Ahmad Khan (supra) are as under: “2. The decision of this appeal depends upon the interpretation of ss, 31, 32 and 33 of the Stamp Act. The relevant portion of s. 31 provides:-, S. 31(1) "When any instrument,, whether executed or not and whether previously stamped or not,, is brought to the Collector and. the person bringing it applies to have the opinion of that officer as to the duty (if any) with which it is chargeable, and pays a fee of such amount (not exceeding five rupees and not less than eight annas) as the Collector may in each case direct, the Collector shall determine the duty (if any) with which, in his judgment, the instrument is chargeable." It is admitted that the document in dispute was submitted to the Collector for his opinion under a. 31 and the opinion of the Collector was sought as to what the duty should be. Under s. 32 of the Act when such an instrument is brought to the Collector, under a. 31 and he determines that it was already fully stamped or he determines the duty which is payable on such a document and that duty is paid, the Collector shall certify by endorsement on the instrument presented that full duty with which it is chargeable has been paid and upon such endorsement being made, the instrument shall be deemed to be fully stamped or not chargeable to duty as the case may be' Under the proviso to s. 32, the Collector is not authorised to make the endorsement if an instrument is brought to him a month after the date of its execution. Then follows s. 33 which is as follows: S. 33 "Every person having by law or consent of parties authority to receive evidence, and every person in charge of a public office, except an officer of police, before whom an instrument, chargeable, in his opinion, with duty, is produced or comes in the performance of his functions, shall, if it appears to him that such instrument is not duly stamped impound the same. (2) For that purpose every such person shall examine every instrument so chargeable and so produced or coming before him in order t o ascertain whether it is stamped with a stamp of the value and description required by the law in force in British India when such instrument was executed or first executed: Provided that- (a) nothing herein contained shall be deemed to require any Magistrate or Judge of a Criminal Court to examine or impound, if he does not think fit so to do, any instrument coming before him in the course of any proceeding other than a proceeding under Chapter XII or Chapter XXXVI of the Code of Criminal Procedure, 1898; (b) in the case of a Judge of a High Court, the duty of examining and impounding any instrument under this section may be delegated to such officer as the Court appoints in this behalf. (3) For the purposes of this section, in case of a doubt,- (a) the collecting Government may determine what offices shall be deemed to be public offices; and (b) the collecting Government may determine who shall be deemed to be persons in charge of public offices." The decision of this appeal depends upon the interpretation to be put upon the words "before whom any instrument chargeable........................ is produced or comes in the performance of his functions". Dealing with these words the High Court held:- "With all respect, therefore, we agree that the learned Judges deciding Chuni Lal Burman VS. Board Of Revenue, U.P. AIR 1951 All 851 , took a correct view of the words " is produced or comes in the performance of his functions" used in Section 33 of the Act to mean "that production of the instrument concerned in evidence or for the purpose of placing reliance upon it by one party or the other." The High Court was also of the opinion that the object of paying the whole stamp duty was to get the instrument admitted into evidence or its being acted upon or registered or authenticated as provided in ss. 32(3), 35, 38(1) and 48(1) of the Stamp Act. (4) Counsel for the State referred to the various sections of the Act; first to the definition section; Section 2(11) which defines what is "duly stamped"; s. 2(14) which defines "instrument" and s. 9(12) which defines "executed". 32(3), 35, 38(1) and 48(1) of the Stamp Act. (4) Counsel for the State referred to the various sections of the Act; first to the definition section; Section 2(11) which defines what is "duly stamped"; s. 2(14) which defines "instrument" and s. 9(12) which defines "executed". He then referred to s. 3 which lays down what "chargeable" means and then to s. 17 which provides that all instruments chargeable with duty and executed by any person in British India shall be stamped before or at the time of the execution. Certain other sections i.e. ss. 35 and 38(1) were also referred to and so also ss. 40(1)(a), 41, 42 and 48 but in our opinion it is not necessary to refer to these sections. What has to be seen is what is the consequence of a person applying to a Collector for his determination as to the proper duty on an instrument. The submission on behalf of the State (appellant) was that if an instrument whether 'stamped or not is submitted for the opinion of the Collector before it is executed, i.e., it is signed, then the Collector is required to give his determination of the duty chargeable and return the document to the person seeking his opinion but if the document is scribed on a stamped paper or unstamped paper and is executed then different consequences follow. In the latter case it was submitted that under s. 33 the Collector is required to impound the document if he finds that it is not duly stamped. On the other hand it was submitted on behalf of the respondent that on his giving his opinion the Collector becomes functus officio and can take no action under s. 33. It is these two rival contentions of the parties that require to be decided in this case. (5) After an inordinately long delay, the Collector determined the amount of duty payable and impounded the document. Power to impound is given in s. 33 of the Act. Under that section any Person who is a Judge or is in-charge of a public office before whom an instrument chargeable with duty is produced or comes in the performance of his functions is required to impound the instrument if it appears to him not to be duly stamped. The question is does this power of impounding arise in the present case?. The question is does this power of impounding arise in the present case?. The instrument in dispute was not produced as a piece of evidence nor for its being acted upon e.g. registration, nor for endorsement as under s. 32 of the Stamp Act but was merely brought before the Collector for seeking his advise as to what the proper duty would be. The words "every person............ before whom any instrument............ is produced or comes in the performance of his functions" refer firstly to production before judicial or other officers performing judicial functions as evidence of any fact to be proved and secondly refer to other officers who have to perform any function in regard to those instruments when they come before them e.g. registration. They do not extend to the determination of the question as to what the duty payable is. They do not cover the acts which fall within the scope of s. 31, because that section is complete by itself and it ends by saying that the Collector shall determine the duty with which, in his judgment, the instrument is chargeable, if it is chargeable at all. Section 31 does not postulate anything further to be done by the Collector. It was conceded that if the instrument is unexecuted i.e. not signed, and the opinion of the Collector is sought, he has to give his opinion and return it with his opinion to the person seeking his opinion. The language in regard to exe- cuted and unstamped documents is no different and the powers and duties of the Collector in regard to those instruments are the same, that is, when he is asked to give his opinion, he has to determine the duty with which, in his judgment, the instrument is chargeable and there his duties and powers in regard to that matter end. Then follows s. 32. Under that section the Collector has to certify by endorsement on the instrument brought to him under s. 31 that full duty has been paid, if the instrument is duly stamped, or it is unstamped and the duty is made up, or it is not chargeable to duty. Under that section the endorsement can be made only if the instrument is presented within a month of its execution. But what happens when the instrument has been executed more than a month before its being brought before the Collector? Under that section the endorsement can be made only if the instrument is presented within a month of its execution. But what happens when the instrument has been executed more than a month before its being brought before the Collector? Section 31 places no limitation in regard to the time and there is no reason why any time limit should be imposed in regard to seeking of opinion as to the duty payable. (6) Chapter IV of the Act which deals with instruments not duly stamped and which contains as. 33 to 48, provides for impounding of documents, how the impounded documents are to be dealt with, Collector's powers to stamp instruments impounded and how the duties and penalties are to be recovered. It would be an extraordinary position if a person seeking the advice of the Collector and not wanting to rely upon an instrument as evidence of any fact to be proved nor wanting to do any further act in regard to the instrument so as to effectuate its operation should also be liable to the penalties which unstamped instruments used as above might involve. The scheme of the Act shows that where a person is simply seeking the opinion of the Collector as to the proper duty in regard to an instrument, he approaches him under s. 31. If it is properly stamped and the person executing the document wants to proceed with effectuating the document or using it for the purposes of evidence, he is to make up the duty and under s. 32 the Collector will then make an endorsement and the instrument will be treated as if it was duly stamped from the very beginning. But if he does not want to proceed any further than seeking the determination of the duty payable then no consequence will follow and an executed document is in the same position as an instrument which is unexecuted and unstamped and after the determination of the duty the Collector becomes functus officio and the provisions of s. 33 have no application. The provisions of that section are a subsequent stage when something more than mere asking of the opinion of the Collector is to be done.” 7.3 The question therefore should not hold us for very long as even the State has conceded to the fact that powers under Section 31 of the Act are confined to the administrative exercise of granting an opinion, when after the Collector would become functus officio, there can be no simultaneous invocation of the process provided for under Section 33 of the Act. Consequentially when we read Section 39 of the Stamp Act, which deals with the Collector’s power to stamp instruments impounded and impose penalty, for the reasons of holding that the instrument presented for opinion cannot be impounded would also lead us to hold that no penalty under Section 39 thereof can be imposed. The question is therefore answered in the negative. B. Whether the provisions of Section 17 of the Stamp Act requiring an order of the National Company Law Tribunal to be stamped within 30 days from the date of such order could at all be made applicable in respect of an instrument presented to the Collector under Section 31 of the Stamp Act and whether any proceedings could have been initiated for a purported breach thereof? 8. Reading the impugned orders would indicate that the Collector and in turn the Chief Controlling Revenue Authority have held that since the order of the Tribunal dated 18.09.2019 was presented under Section 31 to the Collector on 13.11.2019, the application seeking such opinion was time barred. It is the case of the company that the certified copy of the instrument i.e. the order of the Tribunal was delivered on 30.09.2019 and the copy was filed before the Registrar of Companies on 15.10.2019. Recourse was sought to the relevant clauses of the scheme to suggest that in accordance with para 16 of the order it was open for the petitioner companies to file a copy before the stamp authority within 60 days from the receipt of the order. 8.1 The question therefore that is posed for opinion is whether the provisions of Section 17 of the Stamp Act may be made applicable to the order in question in the facts of this case. Section 17 of the Stamp Act begins with the heading ‘(C) Of the Time of Stamping Instruments’. 8.1 The question therefore that is posed for opinion is whether the provisions of Section 17 of the Stamp Act may be made applicable to the order in question in the facts of this case. Section 17 of the Stamp Act begins with the heading ‘(C) Of the Time of Stamping Instruments’. Reading Section 17 of the Act which in itself is a stand alone provision indicates that all instruments ‘chargeable’ with duty and executed by any person shall be stamped before or at the time of the execution or immediately thereafter. In the case of an instrument such as an order of the Tribunal, as per the proviso to the Section such instrument in respect of a scheme for reconstruction of a company or companies shall be stamped within 30 days from the date of such order of the Tribunal. This therefore clearly indicates that all instruments chargeable with duty before or at the time of execution such as the order of the Tribunal shall be stamped within 30 days from the date of such order. The mandate of the section therefore is clear that an order of the Tribunal has to be stamped within the prescribed time. The submission therefore of the petitioner companies that as per the scheme they had 60 days to present an instrument, cannot be accepted as they cannot be read to overlook the statutory provision. 8.2 Section 31 of the Stamp Act deals with ‘Chapter – III Adjudication as to Stamps’. Under this Section, though for the purpose of seeking an opinion, the limitation of 30 days will not be applicable as the process thereunder is that of giving an opinion or adjudicating on the stamp duty chargeable, however, the provisions of Section 17 of the Stamp Act mandate stamping of instruments within 30 days as in the case of the Tribunal’s order. What is to be noted as the word used in Section 17 is ‘stamped’ and not ‘duly stamped’ which term means a stamp affixed being not less than the proper amount in accordance with law. What is to be noted as the word used in Section 17 is ‘stamped’ and not ‘duly stamped’ which term means a stamp affixed being not less than the proper amount in accordance with law. In other words, irrespective of an adjudication or an opinion, an instrument has to be stamped either fully or as perceived by the holder within 30 days in case of an order of the Tribunal and therefore the provisions of Section 17 of the Stamp Act requiring an order to be stamped within 30 days would be applicable to an instrument presented to the Collector under Section 31 of the Act. 8.3 At this stage it may also be relevant to consider the provisions of Section 32(3) of the Stamp Act which suggests that on a failure to get an instrument stamped within 30 days would suggest that there will be no certification. Therefore, the only fall out of breach of Section 17 timeline would be non certification of an instrument. 8.4 The scheme of adjudication is a separate mechanism prescribed under Section 31 and consequences thereof under Sections 32 and 33 of the Stamp Act. For failure to adhere to the timeline no proceedings for breach as impounding can be exercised. The question therefore is answered accordingly i.e. so far as the applicability of provision of Section 17 requiring an order of the Tribunal to be stamped within 30 days is answered in the affirmative and so far as whether any proceedings could have been initiated for a purported breach thereof the answer is in the negative. C. Whether Section 32(3) of the Stamp Act disabling the Collector from endorsing any instrument brought to him after the expiration of one month from the date of its execution can be construed as an enabling provision authorizing the Collector to impound the instrument under Section 33 of the Stamp Act? 9. Section 32(3) of the Stamp Act disables the Collector from endorsing any instrument brought to him after the expiration of one month from the date of its execution. 9. Section 32(3) of the Stamp Act disables the Collector from endorsing any instrument brought to him after the expiration of one month from the date of its execution. In light of the fact of having answered Question A in the negative holding that a document presented under Section 31 for the opinion of the Collector cannot be impounded under Section 33 of the Stamp Act and having opined that the only fall out for having failed to stamp the instrument within 30 days would be that the Collector will be disabled from endorsing any instrument. The question is answered in the negative inasmuch as there will be no authorization in the Collector in impounding such an instrument under Section 33 of the Stamp Act. D. Whether the general time limit prescribed under Section 17 of the Stamp Act providing for stamping of the order of the National Company Law Tribunal within 30 days from the date of such order can be applied when such order/instrument itself permits the applicant to present the order before the Collector within 60 days from the date of the receipt of the order? 10. At the cost of reiteration, since the provisions of Section 17 have been discussed while answering Question B above, what is evident is that the order of the Tribunal as per the provisions of Section 17 has to be stamped within 30 days from the date of the order. It is the contention of the company that as per the relevant clauses of the scheme, which defined the terms ‘appointed date’ and ‘effective date’, it was open for the companies to file the instrument before the stamp authority within 60 days is contrary to the mandate of Section 17 of the Act. Well settled it is that taxing statutes are required to be strictly interpreted especially when the language used by the legislature is plain and unambiguous. In this context, it is well settled that a limitation period provided under a statute cannot be altered and amended or extended. The procedure must be adhered to in the manner prescribed. The term in section 17 is very clear that the Tribunal’s order has to be stamped within 30 days from the date of the order. In this context, it is well settled that a limitation period provided under a statute cannot be altered and amended or extended. The procedure must be adhered to in the manner prescribed. The term in section 17 is very clear that the Tribunal’s order has to be stamped within 30 days from the date of the order. The Full Bench of the Bombay High Court in the case of Reliance Industries (supra) has unequivocally held that the scheme of arrangement or amalgamation and the order sanctioning the scheme would be an instrument under section 2(l) of the Stamp Act. What is chargeable to duty is the instrument and not the transaction. Relevant paragraphs of the Full Bench decision read as under: “18. Section 3(a) of the Bombay Stamp Act, 1958 provides for chargeability of the instruments covered under Schedule-I appended to the said Act, when first executed in the State. As per section 2(i) the words "executed" and "execution" means signed and signature. In this context the Order of the Hon'ble High Court, Bombay was executed on 07/06/2002. As per section 2(d) an instrument becomes chargeable on execution or first execution after the commencement of the Bombay Stamp Act, 1958. Section 17 of the Bombay Stamp Act, 1958 provides for stamping of the instruments executed in the State. This section makes it clear that any instrument chargeable with duty executed in the State is required to be stamped before or at the time of execution or immediately thereafter or on the next working day following the day of execution. Considering all the provisions above, the transferee- respondent no.1 in any event was bound to pay the necessary duty as it stood on the date of execution, i.e., 07/06/2002, the date of passing of Order by this Court. Here it is pertinent to note that the words "executed" and "execution" represent signed and signature under the stamp Law. These words, however, do not represent completion of an act, task, things or compliance of any nature, to be done as per contents of the document. Therefore it was obligatory on the part of the Respondent no.1-transferee to approach stamp Authority and pay the stamp duty on execution of Order by this Court. These words, however, do not represent completion of an act, task, things or compliance of any nature, to be done as per contents of the document. Therefore it was obligatory on the part of the Respondent no.1-transferee to approach stamp Authority and pay the stamp duty on execution of Order by this Court. The Respondent no.1-transferee instead of fulfilling the legal obligation cast on it, paid part of the stamp duty in the State of Gujarat on the Order passed by Hon'ble High Court of Gujarat which was passed couple of months after the order passed by this Court. Had the Respondent no.1-transferee fulfilled its obligations in Law, the settling of any question of Law would have never arisen. 19. Section 3 of the said Act is a charging section and provides for charging stamp duties. As quoted above, section 2 of the said Act defines the terms "Conveyance" [2(g)], "Executed and Execution" [2(i)], "Instrument" [2(l)] and "Settlement" [2(t)]. It is the settled position in law that in terms of the scheme of the said Act, stamp duty is charged on 'the instrument' and not on 'the transaction' effected by 'the instrument'. 20. The Order dated 7.6.2002 as stated earlier would be the instrument and that was executed in Mumbai, i.e., in Maharashtra. As per section 3 every instrument executed in State of Maharashtra is chargeable to duty. The Order dated 7.6.2002 whereby assets of Respondent no.2 transferor company are transferred to the Respondent no.1-Transferee company, is the instrument upon conjoint reading of section 2(g), (l) and 3 of the Bombay Stamp Act. As per the Scheme of the said Act, instrument is chargeable to duty and not the transaction and therefore even if the Scheme may be the same, i.e., transaction being the same, if the scheme is given effect by a document signed in State of Maharashtra it is chargeable to duty as per rates provided in Schedule I. As per the Scheme of the Act, the taxable event is the execution of the instrument and not the transactions. If a transaction is not supported by execution of an instrument, there can not be a liability to pay duty. Therefore, essentially the duty is leviable on the instrument and not the transactions. If a transaction is not supported by execution of an instrument, there can not be a liability to pay duty. Therefore, essentially the duty is leviable on the instrument and not the transactions. Although the Scheme may be same, the Order dated 7.6.2002 being conveyance and it being an instrument signed in State of Maharashtra, the same is chargeable to duty so far as State of Maharashtra is concerned. 21. Although the two orders of two different high courts are pertaining to same scheme they are independently different instruments and can not be said to be same document especially when the two orders of different high courts are upon two different petitions by two different companies. When the scheme of the said Act is based on chargeability on instrument and not on transactions, it is immaterial whether it is pertaining to one and the same transaction. The duty is attracted on the instrument and not on transaction. 22. As regards the amalgamation of Companies is concerned, section 391 r/w. Section 394 of The Companies Act, 1956, contemplates following steps :- (i) Formation of a Scheme mutually agreed by the Transferor and the Transferee company ; (ii) Holding of meeting for approval of the Scheme ; (iii) The Order of the Court sanctioning the Scheme ; (iv) Filing of a Certified copy of the Order sanctioning the Scheme with the Registrar of Companies for registration ; The transfer of any property or any interest in any property on account of such amalgamation, takes place pursuant to the Order passed by the Court sanctioning the Scheme of amalgamation. This aspect is clear in view of sub-section 2 of section 394 of the Companies Act, which specifically states that, by virtue of an Order issued under Section 394(1), the property of the Transferor Company gets transferred to and vests in the Transferee company. Thus, the instrument, which effects transfer, is the Order of the Court issued under Section 394(1) that sanctions the Scheme and not the Scheme of amalgamation itself. The incident of transfer is the second stage referred to in the aforesaid paragraph and not the first stage, as such. 23. Therefore, the contentions of the respondents that the Scheme of Amalgamation would be an instrument within the meaning of Section 2(l) of the said Act, is not legally sustainable. The incident of transfer is the second stage referred to in the aforesaid paragraph and not the first stage, as such. 23. Therefore, the contentions of the respondents that the Scheme of Amalgamation would be an instrument within the meaning of Section 2(l) of the said Act, is not legally sustainable. The Scheme of Amalgamation by itself cannot and does not result in transferring the property. It is the Order of the Court that sanctions such a Scheme of Amalgamation results in transferring the property and it is therefore, this Order alone would be an 'instrument', as defined by the said Act, on which stamp duty is chargeable. Therefore, the contentions of the respondents that the parties were liable to pay stamp duty on the sanctioned Scheme (read with the two Orders) is not correct and cannot be accepted. 24. The provisions of Section 391 r/w. Section 394 of the Companies Act require obtaining of an Order sanctioning the Amalgamation Scheme by both the Transferor, as also, the Transferee Company. The purpose and the object as to why both, the Transferor and the Transferee company, have to obtain the Order from the Court sanctioning the Scheme of Amalgamation, is that, such a Scheme of Amalgamation must bind the dissenting members, as also, all the creditors of both the Companies and not just for the purpose of effecting transfer of property, assets etc. Apart from the aforesaid legal aspect of the matter, as a matter of fact, in as much as the present case is concerned, the chronology of events separately submitted by the applicants when considered demonstrates that the first Order sanctioning the Scheme, was issued by this Court on 7th June 2002 and the order states as under :- "AND THIS COURT DOTH ORDER that with effect from the Appointed Date, the Assets/Undertakings of the Transferor Company (as defined in the Scheme of Amalgamation being Exhibit "E" to the petition and in the Schedule hereto) shall without any further act, instrument or deed stand transferred to and vested in or deemed to have been transferred to and vested in the petitioner company pursuant to the provisions of Section 391 to 394 of the Companies Act, 1956 so as to become the properties and assets of the petitioner company." Therefore, the order of this court sanctioning the Scheme was not a conditional order, which was to operate after the scheme was also sanctioned by the Hon'ble Gujarat High Court. By this Order dated 7.6.2002 of this Court itself, it could be considered that the transfer was effected and therefore the said Order of this Court is the 'order made by the High Court under Section 394 of the Companies Act 1956.............." as contemplated by Section 2(g) (iv) of the said Act. For the same reason the order dated 7.6.2002 of this Court is the 'instrument', as contemplated by the provisions of the said Act. For the same reason the order dated 7.6.2002 of this Court is the 'instrument', as contemplated by the provisions of the said Act. However, it may also be mentioned that this court in its order dated 7th June, 2002 has further ordered as under :- "AND THIS COURT DOTH FURTHER ORDER that the petitioner company do within 30 days of the sealing of this order, cause a certified copy of this order to be delivered to the Registrar of Companies, Maharashtra, Mumbai for registration And upon such certified copy of order being so delivered to the Registrar of Companies, Maharashtra, Mumbai And upon receipt of the order sanctioning the Scheme of Amalgamation by the High Court of Gujarat at Ahmedabad and upon receipt of the files and documents in respect of Transferor Company from the Registrar of Companies, Gujarat, the Registrar of Companies, Maharashtra, Mumbai shall place and register with him on the files and documents kept by him in relation to the petitioner company and shall consolidate the files of the Transferor Company and the petitioner company accordingly." That part of the order of this court clearly directs the Transferee Company to deliver to the Registrar of Companies, Maharashtra, Mumbai for registration, the certified copy of the order of this court within 30 days of the sealing of the order, without waiting for the Hon'ble Gujarat High Court to pass appropriate order in regard to sanctioning the Scheme. Thus, the implementation of the order of this court was not made dependent upon passing of an appropriate order sanctioning the Scheme by the Hon'ble Gujarat High Court. This is the step contemplated by the provisions of sub- section 3 of section 394 of the Companies Act.” 10.1 The answer therefore is that the general time limit prescribed under Section 17 of the Stamp Act would apply to an order of the Tribunal. The question is accordingly answered in the affirmative. E. Whether the action of impounding the said instrument and subjecting it to imposition of penalty is not contrary to the scheme and provisions of the Stamp Act and more particularly Section 40 thereof, which vests a discretion with the Collector of not impounding such instrument even if presented beyond the period of 30 days but before the period of 1 year from the date of such instrument? 11. 11. Reading Section 40 of the Act which has also been reproduced in the course of written submissions by the State Government indicates that from the title itself it is applicable to instruments which are unstamped by accident. The circumstances to invoke Section 40 of the Act and get the benefit of the extended period of a year is only available when the omission to duly stamp such instrument has been occasioned by accident, mistake or urgent necessity. Reading the section would indicate that as per the scheme in order to undertake the benefit thereof the instrument not duly stamped must be within one year from the date of its execution and such presentation and omission to pay the duty must be owing to the three circumstances narrated hereinabove. In the facts of the present case, there are no eventualities or circumstances to suggest any of the three ingredients for invoking Section 40. The question therefore is answered in the negative. F. Whether the CCRA has erred in rejecting the Applicant’s submission that there was no delay in filing of application under Section 31 of the Stamp Act, the same having been filed within 30 days of the Effective Date under the Scheme, especially when the consideration amount payable under the Scheme could not have been computed unless the Scheme was made effective? 12. We have while answering question D opined that under the scheme of the Act though there may be no limitation prescribed for filing an application for presenting a document for adjudication or opinion, Section 17 mandates that the assessee has to present an instrument executed within the State within 30 days from the date of the order. 12.1 There was therefore no question of interpreting the provision otherwise as suggested by the company by relying on the relevant clauses of the scheme to seek an extended period of limitation. The instrument i.e. the Tribunal’s order was signed on 18.09.2019 and was presented before the Collector on 13.11.2019 approximately after two months from the date of its execution. Even the certified copy of the order was received on 30.09.2019. This was therefore also not within the time limit of 30 days as per the mandate. The CCRA therefore has not erred in holding that the instruments presented were beyond a period of limitation. Even the certified copy of the order was received on 30.09.2019. This was therefore also not within the time limit of 30 days as per the mandate. The CCRA therefore has not erred in holding that the instruments presented were beyond a period of limitation. The answer to the question is therefore No. G. Whether the imposition of penalty is not disproportionate, excessive, unreasonable, illegal, and unjust, in the absence of any mens rea on the part of the Applicant which had itself presented the said instrument for seeking opinion of the Collector under Section 31 of the Act and which was within the time stipulated in the order of NCLT Ahmedabad itself? H. Whether the CCRA ought not to have set aside the order of the Collector imposing penalty, particularly since the Collector has failed to assign any reasons whatsoever for imposition of the said penalty, and in absence of assignment of reasons by the Collector, whether the CCRA has not erred in supplanting its own reason to justify the imposition of penalty? 13. Since both these questions are inter related, we deem it fit to opine on them conjointly. As held by the Apex Court in the case of Raja Mohammed Amir Ahmad Khan (supra) that there can be no impounding of an instrument presented for an opinion under Section 31 of the Stamp Act, consequentially, proceedings under Section 39 of the Act are also bad in law. Once having presented the document for opinion/adjudication, albeit in this case, beyond a period of 30 days, it is a clear case of a perception of the company as well as the authority and therefore it cannot be inferred that there was an intention to evade payment of stamp duty. Section 39 indicates that it deals with the power of the Collector to stamp instruments impounded. As we have answered Question A holding that instruments presented under Section 31 cannot be impounded, Section 39 cannot also be invoked. The bonafides of the companies was apparent when on the order passed by the Collector it willingly deposited an amount of Rs.25 crores worked out on a consideration of Rs.4639 crores. There was no intention to avoid/evade payment. Once having held thus, the penalty clause of Section 39 could not be invoked. In the case of M/s. Hindustan Steel Ltd. (supra), the Hon’ble Apex Court has held as under: "8. There was no intention to avoid/evade payment. Once having held thus, the penalty clause of Section 39 could not be invoked. In the case of M/s. Hindustan Steel Ltd. (supra), the Hon’ble Apex Court has held as under: "8. Under the Act penalty may be imposed for failure to register as a dealer: s. 9(1) read with s. 25(1)(a) of the Act. But the liability to pay penalty does not arise merely upon proof of default in registering as a dealer. An order imposing penalty for failure to carry out a statutory obligation is the result of a quasicriminal proceeding, and penalty will not ordinarily be imposed unless the party obliged either acted deliberately in defiance of law or was guilty of conduct contumacious or dishonest, or acted in conscious disregard of its obligation. Penalty will not also be imposed merely because it is lawful to do so. Whether penalty should be imposed for failure to perform a statutory obligation is a matter of discretion of the authority to be exercised judicially and on a consideration of all the relevant circumstances. Even if a minimum penalty is prescribed, the authority competent to impose the penalty will be justified in refusing to impose penalty, when there is a technical or venial breach of the provisions of the Act or where the breach flows from a bona fide belief that the offender is not liable to act in the manner prescribed by the statute. Those in charge of the affairs of the Company in failing to register the Company as a dealer acted in the honest and genuine belief that the Company was not a dealer. Granting that they erred, no case for imposing penalty was made out.” 13.1 In the case of Trustees of H.C. Dhandha Trust (supra), the Apex Court has observed as under: “12. Only question to be determined in these appeals is as to whether the imposition of ten times penalty by the Collector of Stamps under Section 40 of the Indian Stamp Act, 1899 was validly imposed or not. 15. Section 40 of Indian Stamp Act, 1899 provides for Collectors power to stamp instruments impounded. Section 40(1) which is relevant for the present case which is as follows: “40. Collectors power to stamp instruments impounded. 15. Section 40 of Indian Stamp Act, 1899 provides for Collectors power to stamp instruments impounded. Section 40(1) which is relevant for the present case which is as follows: “40. Collectors power to stamp instruments impounded. — (1) When the Collector impounds any instrument under section 33, or receives any instrument sent to him under section 38, sub-section (2), not being an instrument chargeable with a duty not exceeding ten naye paise only or a bill of exchange or promissory note, he shall adopt the following procedure: — (a) if he is of opinion that such instrument is duly stampeded or is not chargeable with duty, he shall certify by endorsement thereon that it is duly stamped, or that it is not so chargeable, as the case may be; b) if he is of opinion that such instrument is chargeable with duty and is not duly stamped, he shall require the payment of the proper duty or the amount required to make up the same, together with a penalty of five rupees; or, if he thinks fit, an amount not exceeding ten times the amount of the proper duty or of the deficient portion thereof, whether such amount exceeds or falls short of five rupees: Provided that, when such instrument has been impounded only because it has been written in contravention of section 13 or section 14, the Collector may, if he thinks fit, remit the whole penalty prescribed by this section.” 16. According to Section 40(1)(b) if the Collector is of opinion that such instrument is chargeable with duty and is not duly stamped, he shall require the payment of the of the proper duty or the amount required to make up the same, together with a penalty of the five rupees; or, if he thinks fit, an amount not exceeding ten times the amount of the proper duty or of the deficient portion thereof. The statutory scheme of Section 40(1)(b) as noticed above indicates that when the Collector is satisfied that instrument is not duly stamped, he shall require the payment of proper duty together with a penalty of the five rupees. The relevant part of Section 40(1)(b) which falls for consideration in these appeals is: “or, if he thinks fit, an amount not exceeding ten times the amount of the proper duty or deficient portion thereof.” 17. The relevant part of Section 40(1)(b) which falls for consideration in these appeals is: “or, if he thinks fit, an amount not exceeding ten times the amount of the proper duty or deficient portion thereof.” 17. The amount of penalty thus can be an amount not exceeding ten times. The expression “an amount not exceeding ten times” is preceded by expression “if he thinks fit”. The statutory scheme, thus, vest the discretion to the Collector to impose the penalty amount not exceeding ten times. Whenever statute transfers discretion to an authority the discretion is to be exercised in furtherance of objects of the enactment. The discretion is to be exercised not on whims or fancies rather the discretion is to be exercised on rational basis in a fair manner. The amount of penalty not exceeding ten times is not an amount to be imposed as a matter of force. Neither imposition of penalty of ten times under Section 40(1) (b) is automatic nor can be mechanically imposed. The concept of imposition of penalty of ten times of a sum equal to ten times of the proper duty or deficiency thereof has occurred in other provisions of the Act as well. 20. The legislative intent which is clear from reading of Sections 33,35,38 and 39 indicates that with respect to the instrument not duly stamped, ten times penalty is not always retained and power can be exercised under Section 39 to reduce penalty in regard to that there is a statutory discretion in Collector to refund penalty. 21. Section 39(1)(b) of the Indian Stamp Act, 1899 came for consideration before this Court in Gangtappa and another vs. Fakkirappa, 2019(3) SCC 788 (of which one of us Ashok Bhushan, J. was a member). This Court noticed the legislative scheme and held that the legislature has never contemplated that in all cases penalty to the extent of ten times should be ultimately realized. In paragraph 16 following has been laid down by this Court: “16. Deputy Commissioner under Section 38 is empowered to refund any portion of the penalty in excess of five rupees which has been paid in respect of such instrument. Section 38 Sub-section (1) again uses the expression "if he thinks fit". Thus, in cases where penalty of 10 times has been imposed, Deputy Commissioner has discretion to direct the refund of the penalty in facts of a particular case. Section 38 Sub-section (1) again uses the expression "if he thinks fit". Thus, in cases where penalty of 10 times has been imposed, Deputy Commissioner has discretion to direct the refund of the penalty in facts of a particular case. The power to refund the penalty Under Section 38 clearly indicates that legislature have never contemplated that in all cases penalty to the extent of 10 times should be ultimately realised. Although the procedural part which provides for impounding and realisation of duty and penalty does not give any discretion Under Section 33 for imposing any lesser penalty than 10 times, however, when provision of Section 38 is read, the discretion given to Deputy Commissioner to refund the penalty is akin to exercise of the jurisdiction Under Section 39 where while determining the penalty he can impose the penalty lesser than 10 times.” The expression “if he thinks fit” also occurs in Section 40 sub-clause (b). The same legislative scheme as occurring in Section 39 is also discernible in Section 40(b), there is no legislative intentment that in all cases penalty to the extent of ten times the amount of proper stamp duty or deficient portion should be realised. The discretion given to Collector by use of expression “if he thinks fit” gives ample latitude to Collector to apply his mind on the relevant factors to determine the extent of penalty to be imposed for a case where instrument is not duly stamped. Unavoidable circumstances including the conduct of the party, his intent are the relevant factors to come to a decision. 22. The purpose of penalty generally is a deterrence and not retribution. When a discretion is given to a public authority, such public authority should exercise such discretion reasonably and not in oppressive manner. The responsibility to exercise the discretion in reasonable manner lies more in cases where discretion vested by the statute is unfettered. Imposition of the extreme penalty i.e. ten times of the duty or deficient portion thereof cannot be based on the mere factum of evasion of duty. The reason such as fraud or deceit in order to deprive the Revenue or undue enrichment are relevant factors to arrive at a decision as to what should be the extent of penalty under Section 40(1)(b). 23. The reason such as fraud or deceit in order to deprive the Revenue or undue enrichment are relevant factors to arrive at a decision as to what should be the extent of penalty under Section 40(1)(b). 23. We may refer to judgment of this Court in Peteti Subba Rao vs. Anumala S. Narendra, 2002 (10) SCC 427 . This Court had occasion to consider in the above case provisions of Section 40 of the Indian Stamp Act, 1899. Referring to Section 40 this Court made following observation in paragraph 6: “6………The Collector has the power to require the person concerned to pay the proper duty together with a penalty amount which the Collector has to fix in consideration of all aspects involved. The restriction imposed on the Collector in imposing the penalty amount is that under no circumstances the penalty amount shall go beyond ten times the duty or the deficient portion thereof. That is the farthest limit which meant only in very extreme situations the penalty need be imposed up to that limit. It is unnecessary for us to say that the Collector is not required by law to impose the maximum rate of penalty as a matter of course whenever an impounded document is sent to him. He has to take into account various aspects including the financial position of the person concerned.” 24. This Court in the above case categorically held that it is only in the very extreme situation that penalty needs to be imposed to the extent of ten times. 14. The questions (G) & (H) are accordingly answered in the negative. 15. Thus, the reference is answered as follows: Q. No. Question Of Law Answer A Whether the subject instrument being the order of the NCLT Ahmedabad could have been impounded under Section 33 of the Gujarat Stamp Act, 1958 (‘Stamp Act’) and consequently subjected to duty and penalty under Section 39 thereof, particularly when the said instrument was presented under Section 31 of the Stamp Act for the purpose of the opinion of the Collector, who would have no jurisdiction to impound the same as held by the Hon’ble Supreme Court of India in Government of Uttar Pradesh & others v/s Raja Mohammed Amir Ahmad Khan ( AIR 1961 SC 787 )? No B. Whether the provisions of Section17 of the Stamp Act requiring an order of the National Company Law Tribunal to be stamped within 30 days from the date of such order could at all be made applicable in respect of an instrument presented to the Collector under Section 31 of the Stamp Act and whether any proceedings could have been initiated for a purported breach thereof? So far as the applicability of provision of Section 17 requiring an order of the Tribunal to be stamped within 30 days is answered in the affirmative and so far as whether any proceedings could have been initiated for a purported breach thereof, the answer is in the negative. C Whether Section 32(3) of the Stamp Act disabling the Collector from endorsing any instrument brought to him after the expiration of one month from the date of its execution can be construed as an enabling provision authorizing the Collector to impound the instrument under Section 33 of the Stamp Act? There will be no authorization in the Collector in impounding such an instrument under Section 33 of the Stamp Act. D Whether the general time limit prescribed under Section 17 of the Stamp Act providing for stamping of the order of the National Company Law Tribunal within 30 days from the date of such order can be applied when such order/instrument itself permits the applicant to present the order before the Collector within 60 days from the date of the receipt of the order? YES E Whether the action of impounding the said instrument and subjecting it to imposition of penalty is not contrary to the scheme and provisions of the Stamp Act and more particularly Section 40 thereof, which vests a discretion with the Collector of not impounding such instrument even if presented beyond the period of 30 days but before the period of 1 year from the date of such instrument? NO F Whether the CCRA has erred in rejecting the Applicant’s submission that there was no delay in filing of application under Section 31 of the Stamp Act, the same having been filed within 30 days of the Effective Date under the Scheme, especially when the consideration amount payable under the Scheme could not have been computed unless the Scheme was made effective? NO G Whether the imposition of penalty is not disproportionate, excessive, unreasonable, illegal, and unjust, in the absence of any mens rea on the part of the Applicant which had itself presented the said instrument for seeking opinion of the Collector under Section 31 of the Act and which was within the time stipulated in the order of NCLT Ahmedabad itself? The imposition of penalty is disproportion ate, excessive, unreasonable , illegal, and unjust, in the absence of any mens rea on the part of the applicant H Whether the CCRA ought not to have set aside the order of the Collector imposing penalty, particularly since the Collector has failed to assign any reasons whatsoever for imposition of the said penalty, and in absence of assignment of reasons by the Collector, whether the CCRA has not erred in supplanting its own reason to justify the imposition of penalty? NO As question ‘G’ is answered holding on merits that no penalty could have been imposed. 16. Thus, we answer the questions raised by the present reference as aforesaid. Stamp Reference is accordingly disposed of.