JUDGMENT : A.J.DESAI, J. 1. By way of present appeal under Clause 15 of the Letters Patent, the original petitioner has challenged CAV Judgment dated 20.12.2019 passed by the learned Single Judge in Special Civil Application No.14597 of 2019, by which the challenge to two orders dated 13.7.2018 passed by the Collector & Deputy Superintendent of Stamps as well as an order dated 29.6.2019 passed by respondent No.1 Appellate Authority, by which the respondent authority held that the petitioners would be liable to pay stamp duty on the price of share on the date of amalgamation treating the face value of the share including the premium price of the share decided by the companies who sought amalgamation, came to be dismissed. 2. The appeal came to be admitted by the Coordinate Bench of this Court and the implementation of the impugned judgment came to be stayed. 3. Several writ petitions were filed involving the same issue before the learned Single Judge and were pending for hearing. The Division Bench, therefore, directed to tag all the writ petitions along with the present appeal and accordingly the group of matters have been finally decided today. 4. At the outset, Mr. Saurabh Soparkar, learned Senior Advocate appearing for the appellant has placed the Common CAV Judgment dated 10.2.2023 passed by the Full Bench of this Court (Coram: Hon’ble the Chief Justice Mr. Aravind Kumar, Hon’ble Mr. Justice Ashutosh Shastri and Hon’ble Ms. Justice Nisha M. Thakore) in Stamp Reference No.1 of 2020 and allied references and would submit that the issue involved in the present group of matters have already been settled against the State authority and has held that the stamp duty would be levied only upon face value of a share and cannot be levied on premium price of the share on the date of amalgamation. He has taken us to the judgments and discussion about the issues decided by the Full Bench of this Court. He has taken us to the judgments and discussion about the issues decided by the Full Bench of this Court. By taking us through paragraphs 87 and 91, he would submit that the case in each matter including the writ petitions is squarely covered and, therefore, the appeal is required to be allowed and the judgment passed by the learned Single Judge is required to be quashed and set aside, whereas the writ petitions which are tagged with the present appeal are required to be allowed and the order passed by the authority asking the petitioner to pay the stamp duty treating the share price including the premium as a face value is required to be quashed and set aside and if any amount is paid towards demand shall be refunded. 5. On the other hand, Mr. Chintan Dave, learned AGP appearing for the State tried to argued the matter and opposed the grant of relief. However, as submitted by Mr. Dave, the issue involved in the group of matters is already answered. 6. We have heard learned advocates appearing for the respective parties. 7. The issue involved in the group of matters is whether to levy stamp duty on the price of the share on the date of amalgamation of the companies and what would be the face value of a share upon which the stamp duty is required to be paid. 8. The said levy of stamp is covered under Explanation-III (c) of Article 20 of Schedule-I of the Gujarat Stamp Act. 8. The said levy of stamp is covered under Explanation-III (c) of Article 20 of Schedule-I of the Gujarat Stamp Act. Article 20 is reproduced hereinbelow: Article Description of instrument Proper stamp duty 20 (d) CONVEYANCE [so far as it relates to the 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)] [Explanation I - For the purpose of this Article [and subject to sub-item (a) of item (ii) of clause (f) of article 45], an agreements to sell an immovable property or an irrevocable power of attorney shall, in case of transfer of the possession of such property before, at the time of, or after the execution of such agreement or power of attorney, be deemed to be a conveyance and the stamp duty thereon shall be chargeable accordingly: Provided that the provisions of section 32 - A shall apply mutatis mutandis to such agreement or power of attorney as are applicable to a conveyance: Provided further that where subsequently a conveyance is executed in pursuance of such agreement of sale, or an irrevocable power of Attorney, the stamp duty, if any, already paid and recovered on the agreement of sale or an irrevocable power of Attorney which is deemed to be a conveyance, shall be adjusted towards the total duty leviable on the conveyance.] [Explanation II] - For the purposes of this Article, the expression "premises" means any land or building or part of a building including any flat, apartment, tenement, shop or warehouse therein and includes:- (i) gardens, grounds and out houses, if any, appertaining to such building or part of a building, and (ii) any fittings affixed to such building or part of a building for the more beneficial enjoyment thereof] [Explanation III - for the purpose of clause (d), the market value of share- (a) in relation of the transferee company whose shares are listed and quoted for trading on a stock exchange, means the market value of share as on the appointed date mentioned in the scheme of amalgamation or when appointed date is not so fixed, the date of [order of the National Company Law Tribunal or, as the case may be, the order of the Reserve Bank of India]. (b) In relation to the transferee company, whose shares are not listed or listed but not quoted for trading on a stock exchange means the market value of the share issued or allotted with reference to the market value of share of the transferor company. (c) Where the transferee company and transferor company, whose shares are not listed or listed but not quoted for trading on stock exchange means the face value of the share issued or allotted with reference to the face value of share of the transferee company. [Subject to maximum twenty five crores rupees] (i) an amount equal to [one per cent] of the aggregate amount comprising of the market value of share issued or allotted in exchange of or otherwise, or the face value of such shares, whichever is higher and the amount of consideration, if any, paid for such amalgamation, or (ii) an amount equal to [one percent] of the true market value of the immovable property situated in the State of Gujarat of the transferor company whichever is higher.] 9. It is not in dispute that in each case, the transferor and the transferee companies are not listed in any stock exchange and, therefore, Explanation III to Sub-Article (c) of Article 20 would be applicable. 10. In paragraph 87, the Full Bench has observed as under: “87. Turning our attention back to the article in issue viz. Article 20 of the Gujarat Stamp Act, we are unable to accept the stand of the Revenue that stamp duty is required to be calculated on the aggregate face value and additional consideration received by the transferor company for transfer of its shares in favour of the transferee company nor the contention that additional amount that is received by the transferor company is the share premium. If that were to be the intention of the legislature, they would have said so expressly in Article 20(d) or explanation thereunder. This is more probable view in view of the fact that wherever the word 'premium' is to be mentioned or incorporated, same is expressly indicated in the relevant articles of the Stamp Act. If that were to be the intention of the legislature, they would have said so expressly in Article 20(d) or explanation thereunder. This is more probable view in view of the fact that wherever the word 'premium' is to be mentioned or incorporated, same is expressly indicated in the relevant articles of the Stamp Act. A perusal of Article 18 which deals with the certificate or other document which may be charged with the stamp duty when read with the explanation provided thereunder, it would indicate that for the purpose of said article 'the value of shares, scrip or stock' would 'include the amount of premium, if any'. Thus, if there have been any intention to include the premium as a part of consideration, same would have been provided clearly under Article 20(d)(i). Clause (i) will have to be read in two compartments viz. aggregate amount consisting of either (i) market value; or (ii) face value of share, whichever is higher and the amount of consideration, if any, paid for amalgamation and as such it appears to us that the word 'premium' cannot be read or added as part of consideration as tried by the authority. It would not be out of context also to refer the definition clause of market value as defined under Section 2(n)(a) which defines the market value as under: “2(na) "market value", in relation to any property which is the subject matter of an instrument means the price which such property would have fetched if sold in open market on the date of execution of such instrument;”” 11. Ultimately, it has been specifically held in paragraph 91 that when there is no express provision of word ‘premium’, stamp duty would be leviable excluding the premium price of the share. Accordingly, we answered in paragraph 92. Paragraphs 91 and 92 of the said judgment read as under: “91. Ultimately, it has been specifically held in paragraph 91 that when there is no express provision of word ‘premium’, stamp duty would be leviable excluding the premium price of the share. Accordingly, we answered in paragraph 92. Paragraphs 91 and 92 of the said judgment read as under: “91. In the aforesaid analysis, we are of the considered view that the word 'premium' attached to the share cannot be read as part and parcel of Article 20(d)(i) as sought to be canvassed since it would be doing violence to the provisions of the Act and reading something into the provision which is not to be found in the statute and as the legislature has not contemplated of including the expression 'premium' and has restricted to the 'face value' alone as indicated in clause (c) to Explanation III of subarticle (d) of Article 20 of the Gujarat Stamp Act. 92. In view of the aforestated discussions and finding recorded by us, we proceed to answer the questions referred as under : Sr. No Stamp Reference No. Question referred for adjudication Answer 1 2/2020 & 1/202 Que. No.1 In view of explanation III (c) to Article 20(d) of Schedule I of the Gujarat Stamp Act, 1958, the face value of the shares issued is to be considered as its market value. 2 3/2020 Que. No.2 Yes, the respondents have erred in law in not giving strict and literal interpretation to the Gujarat Stamp Act, 1958 and have attempted to read words into the entry No.20(d)(1) which is not expressly found in the statute 3 1/2021 Que. No.2 The amount of premium even if any cannot form part of face value of share in view of deeming fiction provided under clause (c) of the Explanation III to Article 20(d). No.2 The amount of premium even if any cannot form part of face value of share in view of deeming fiction provided under clause (c) of the Explanation III to Article 20(d). 4 2/2020 & 7/2020 Que.Nos.2 and 5 Treating the fair value of the share of transferee company issued under the scheme approved by the Company Treating the fair value of the share of transferee company issued under the scheme approved by the Company Court /NCLT where neither of the companies are listed or listed but not quoted for trading on a stock exchange as consideration under Article 20(d)(1) of Schedule-I would not be ultra vires and illegal and it would be intra-vires and in consonance with Explanation-III as it would indicate recurring or calculating the market value of share for the purpose of clause (d) 5 3/2020 Que.No.1 Yes, the respondents erred in holding the share premium amount to be the part of market value of shares for the purpose of computation of stamp duty under clause (c) of Explanation III to Article 20(d) of Schedule-I of the Stamp Act, 1958, as it does not provide for adding the word ‘premium’ into ‘market value of share’, which is otherwise defined in explanation to Article 18 to include the amount of premium. 6 1/2021 Que.No.3 Yes, the Chief Controlling Revenue Authority erred in placing reliance upon the judgment dated 20.12.2019 passed in Special Civil Application No.14597 of 2019 when same has been stayed by order dated 10.02.2020 passed in Letters Patent Appeal No.125 of 2017. 12. In view of the aforesaid findings by the Full Bench of this Court which is binding to the Division Bench, we are of the opinion that the appeal is required to be allowed. The judgment dated 20.12.2019 passed by the learned Single Judge in Special Civil Application No.14597 of 2019 is accordingly quashed and set aside. Rest of the writ petitions which have been tagged with the appeal as per the order passed by the earlier Full Bench are required to be considered and are accordingly allowed. The orders challenging in each petition are hereby quashed and set aside. 13. The amounts which have been deposited by any of the petitioners as per the price decided by the stamp authority established under the Stamp Act are hereby refunded within a period of six weeks from the date of receipt of this judgment. The orders challenging in each petition are hereby quashed and set aside. 13. The amounts which have been deposited by any of the petitioners as per the price decided by the stamp authority established under the Stamp Act are hereby refunded within a period of six weeks from the date of receipt of this judgment. Appeal is allowed accordingly.