JUDGMENT : PIYUSH AGRAWAL, J. 1. Heard Shri Navin Sinha, learned Senior Advocate, assisted by Shri Rohan Gupta, learned counsel for the petitioner and Shri Siddharth Singh, learned Standing Counsel for the State-respondents. 2. The instant writ petition has been filed against the impugned order dated 22.10.2021 passed by the Assistant Commissioner (Stamps), Kanpur Nagar as well as the impugned recovery citation dated 06.12.2021 issued by the Tehsildar, Kanpur Nagar. 3. Learned senior counsel for the petitioner submits that the petitioner is a Company registered under the Companies Act and is wholly owned subsidiary of Jaiprakash Associates Limited. He further submits that the fertilizer complex was first set up by a multi-national company, namely, M/s ICI Limited in the year 1969 for production of a chemical fertilizer 'Urea' by the brand name of Chand Chhap Urea. He further submits that in the year 1993, the Company was taken over by Duncans Industries Limited (DIL). The fertilizer plant went out of production and Duncans Industries Limited became sick and upon a reference to the BIFR, the same was declared as 'sick company' under the Sick Industrial Companies (Special Provisions) Act, 1985. The State Bank of India was appointed as an operating agency to formulate a rehabilitation scheme for the revival of the Company. 4. He further submits that in order to formulate a draft rehabilitation scheme, the ISG Traders Limited, a part of the promoter group of Duncans Industries Limited, along with the petitioner and its subsidiary - J.P. Uttar Bharat Vikas Pvt. Ltd., entered into a joint venture agreement on 18.06.2010. On 16.01.2012, a draft rehabilitation scheme was formulated and submitted before the BIFR, which was considered and modified. Pursuant to the aforesaid recommendation, the joint venture company in the name of Kanpur Fertilizer and Cement Limited was formed and in pursuance of the rehabilitation scheme, the fertilizer undertaking was to be de-merged into a new Company, namely; Kanpur Fertilizer & Cement Limited. Further, the funds to be infused in transferee Company in a manner to ensure that the joint venture company shall hold 99.87% of the paid up equity share capital and balance paid up equity share capital of the transfer company shall be held by the share holders of Duncans Industries Limited. 5. He further submits that the petitioner was to provide fund to the transferred company to enable it to discharge its liability. 5. He further submits that the petitioner was to provide fund to the transferred company to enable it to discharge its liability. As per rehabilitation scheme, the petitioner was allotted 1 lac equity share having face value of Rs. 10/-. Thereafter, the Kanpur Fertilizer & Cement Limited moved an application dated 28.06.2013 before the stamp authority for exemption from payment of stamp duty on the assets of the fertilizer undertaking of the DIL/Sick Industrial Company transferred to KFCL in terms of the rehabilitation scheme sanctioned by the BIFR. The BIFR, on 09.09.2015, directed the State Government to consider for grant of exemption to KFCL from the levy of stamp duty on the de-merger of asserts of Fertilizers undertaking, but on 15.01.2018, a notice under section 33 read with section 47-A (3) of the Indian STAMP ACT was issued by the Collector with regard to deficiency of stamp duty, to which the petitioner filed a detailed objection on 16.02.2018. He further submits that on 15.10.2020, again a notice under section 33 read with section 47-A (3) of the Indian STAMP ACT was issued to the petitioner by the Assistant Commissioner (Stamps), Kanpur Nagar, to which the petitioner filed detailed objection on 23.12.2020, but vide impugned order dated 22.10.2021, a sum of Rs. 41,81,13,140/- has been imposed as deficiency of stamp duty on the 'Joint Venture Agreement' dated 18.06.2010. Pursuant to the impugned order, recovery citation has been issued on 06.12.2021. 6. Learned senior counsel for the petitioner further submits that in pursuance of the joint venture agreement dated 18.06.2010, the petitioner was only the investor no. 2 to the joint venture agreement and no transfer of any assets or right accrued to the petitioner and therefore, the proceedings have wrongly been initiated against the petitioner. The authorities below have perversely recorded a finding in the impugned order that the plant & machinery, movable & immovable assets, freehold land, etc. have been transferred to the petitioner and therefore, the petitioner is liable for payment of stamp duty. He further submits that none of the clauses of the joint venture agreement refers any transfer of right, title or interest to the petitioner, but the same were transferred in favour of a new joint venture company incorporated under the Indian Companies Act in the name & style of Kanpur Fertilizer & Cement Limited and therefore, the proceedings against the petitioner have perversely been initiated. 7. He further submits that the instrument dated 18.06.2010 would not attract levy of stamp duty as a bare perusal of contents thereof would clearly establish that no transfer of assets of the fertilizer undertaking has been taken place and the same is in the nature of an investment agreement on the basis of which a draft rehabilitation scheme was prepared and submitted before the BIFR. He further submits that the scheme was sanctioned by the BIFR vide order dated 16.01.2012. An instrument, which does not transfer any assets would not attract levy of stamp duty. 8. He further submits that no stamp duty is attracted upon a document showing non transfer of property or assets under a scheme of rehabilitation to the purchaser and in absence of an agreement to the contrary, but the petitioner is not the purchaser of the property and the entire assets of the erstwhile entity stood transferred by virtue of the sanction of rehabilitation scheme by the BIFR vide order dated 16.01.2012 to new joint venture Company. He further submits that no sale or transfer has taken place by means of the document dated 18.06.2010. He further submits that the authority below has proceeded to determine the deficiency of stamp duty against an investor as proposed purchaser, who is only an investor and for this reason also, the impugned order is patently illegal and unsustainable. 9. Per contra, learned ACSC supports the impugned order and submits that by virtue of acquiring 99.87 % share of the Company, it would be deemed that the right and interest of all movable and immovable assets has been transferred in favour of the petitioner and therefore, the proceedings have rightly been initiated against the petitioner. In supports of his contention, he refers certain clauses of the joint venture agreement dated 18.06.2010. 10. After hearing learned counsel for the parties, the Court has perused the record. 11. It is not in dispute that the rehabilitation scheme was formulated on 18.06.2010; wherein, the petitioner was investor no. 2, along with other two investors. In pursuance of the joint venture agreement, a new company, in the name & style of Kanpur Fertilizer & Cement Limited was incorporated; wherein, fertilizer unit was de-merged into a new Company. 11. It is not in dispute that the rehabilitation scheme was formulated on 18.06.2010; wherein, the petitioner was investor no. 2, along with other two investors. In pursuance of the joint venture agreement, a new company, in the name & style of Kanpur Fertilizer & Cement Limited was incorporated; wherein, fertilizer unit was de-merged into a new Company. As per the joint venture agreement, the petitioner was required to infuse funds to the new Company to meet out the liability by the new Company, detailed of which mentioned in the agreement itself. 12. Before proceeding further, it would be relevant to quote certain clauses of the joint venture agreement dated 18.06.2010, which are as follows:- “C. The Investor 2, a wholly owned subsidiary of JAL, has the manufacture and trading of fertilizers as one of its objects clause. D. DIL and Investor 1 have requested Investor 2 and Investor 2 has consented to participate in the revival and rehabilitation of the Fertilizer Undertaking of DIL and for this purpose has agreed to enter into a joint venture with Investor 1, which will provide investments for rehabilitation and revival of the Fertilizer Undertaking on terms as are mutually agreed between the Parties and in accordance with which the rehabilitation scheme shall be prepared for submission of BIFR, which shall inter alia include the following:- (i) The fertilizer division of DIL including all assets, contracts, rights, title, interest, details of which are attached as Annexure I, and liabilities ascribed thereto, details of which are attached as Annexure II to this Agreement, to be incorporated in the rehabilitation scheme (Fertilizer Undertaking) shall be demerged into a new company incorporated under the Companies Act, 1956 for this purpose, viz., Kanpur Fertilizers & Cement Limited, having its registered office at Sector 128, Noida 201 301, Uttar Pradesh (Transferee Co.), on an ''as is where is' basis, along with other identified liabilities as mentioned in Annexure III to this Agreement (Transfer). (ii) Subsequent to the proposed Transfer, the JV CO. and Investor 2 shall provide necessary funds to Transferee Co. by subscribing to shares (equity or preference) and/or granting loans to Transferee Co. for the purposes of payment of the liabilities as detailed in Annexure II and Annexure III and for the revival and rehabilitation of the Fertilizer Undertaking; (iii) Out of the funds to be infused by JV Co. and Investor 2 shall provide necessary funds to Transferee Co. by subscribing to shares (equity or preference) and/or granting loans to Transferee Co. for the purposes of payment of the liabilities as detailed in Annexure II and Annexure III and for the revival and rehabilitation of the Fertilizer Undertaking; (iii) Out of the funds to be infused by JV Co. and Investor 2 as stated in sub-clause (ii) above, the Transferee Co. shall pay a sum of Rs. 4980.76 laks (Rupees Four Thousand Nine Hundred Eighty Lakhs and Seventy Six Thousand Only) to DIL for the purpose of settlement of dues in relation to the liabilities as mentioned in Annexure III; (iv) The JV Co. shall infuse such funds in the Transferee Co. in a manner to ensure that the JV Co. shall hold about 99.87% of the paid-up equity share capital of the Transferee Co. and the balance about 0.13% of the paid-up equity share capital of the Transferee Co. shall be held by the shareholders of DIL; 3.1. DIL as a part of rehabilitation scheme proposes to demerge and Transfer the Fertilizer Undertaking of DIL to the Transferee Co. and a mutually acceptable rehabilitation scheme shall be submitted to BIFR for its approval in accordance with the Sick Industrial Companies (Special Provision) Act, 1985 (Scheme). Pursuant to such Transfer under the Sanctioned Scheme, the JV CO. and Investor 2 shall provide funds to Transferee Co. to discharge the liabilities (described in Annexure II) of the Fertilizer Undertaking transferred to the Transferee Co., and to make payment to DIL towards certain identified liabilities as mentioned in Annexure III, and also provide funds to revive and rehabilitate the Fertilizer Undertaking, as per the Sanctioned Scheme. 4.2. Subject to fulfilment of the terms and conditions stipulated in this Agreement and the Sanctioned Scheme, each of the Investors shall either by way of purchase from the existing shareholders or by way of subscription to the Equity Shares the JV Co. … such number of Equity Shares of the JV Co. as would entitle each investor to 50% (fifty percent) of the equity shareholding of the JV Co. in the following manner: 4.2.1. Investor 1: 1,00,00,000 Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each, aggregating to Rs. 10,00,00,000 (Rupees Ten Crores Only); 4.2.2. Investor 2: 1,00,00,000 Equity Shares of face value of Rs. as would entitle each investor to 50% (fifty percent) of the equity shareholding of the JV Co. in the following manner: 4.2.1. Investor 1: 1,00,00,000 Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each, aggregating to Rs. 10,00,00,000 (Rupees Ten Crores Only); 4.2.2. Investor 2: 1,00,00,000 Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each, aggregating to Rs. 10,00,00,000 (Rupees Ten Crores Only); ” 13. On perusal of the clause C of the joint venture agreement, it is evident that the petitioner is investor no. 2, a wholly owned subsidiary of Jaiprakash Industries Limited. Clause D (i) thereof provides that the fertilizer unit of Duncans Industries Limited will de-merge with the new company, Kanpur Fertilizer & Cement Limited as a transferee company. Clause D(iii) thereof provides that out of funds to be infused by the joint venture company and investor no. 2 (the petitioner), the transferee company shall pay certain sum for the purpose of settlement of dues in relation to the liabilities mentioned in the agreement. Further, clause D(iv) thereof provides that the joint venture company shall infuse such funds in the transferee company in a manner to ensure that the joint venture company shall hold about 99.87% of the paid-up equity share capital of the transferee company. Further, clause 3.1 shows that for the purpose of rehabilitation, the de-merger and transfer of fertilizer unit will be done in favour of the Kanpur Fertilizer & Cement Limited. The petitioner, as is shown in clause 4.2.2 of the joint venture agreement, will only entitle for the equity shares having face value of Rs. 10/-. 14. From the perusal of the aforesaid clauses of the joint venture agreement dated 18.06.2010, it is clearly evident that no right, title or interest of any kind or movable or immovable assets are transferred in favour of the petitioner; rather, the same, if any, can be said to be in favour of new joint venture Company, namely, Kanpur Fertilizer & Cement Limited. Once the agreement does not contemplate any transfer of interest in favour of the petitioner, the proceedings initiated against the petitioner holding that the property of the fertilizer unit of Duncans Industries Limited has been transferred in favour of the petitioner is beyond record and the findings recorded against the petitioner are perverse. 15. Once the agreement does not contemplate any transfer of interest in favour of the petitioner, the proceedings initiated against the petitioner holding that the property of the fertilizer unit of Duncans Industries Limited has been transferred in favour of the petitioner is beyond record and the findings recorded against the petitioner are perverse. 15. Further, on perusal of the material available on record, once this Court finds that no transfer of any movable or immovable assets is made in favour of the petitioner, the entire proceedings against the petitioner are vitiated and the same are perverse and without any authority of law, which are liable to be set aside. 16. In view of the aforesaid facts & circumstances of the case, the impugned order dated 22.10.2021 passed by the Assistant Commissioner (Stamps), Kanpur Nagar as well as the impugned recovery citation dated 06.12.2021 issued by the Tehsildar, Kanpur Nagar cannot be sustained in the eyes of law. The same are hereby quashed. 17. The writ petition succeeds and is allowed.