ON EXEMPTING NCLT SCHEME ORDERS FROM REGISTRATION FEES VIDE §17(2)(VI) OF THE REGISTRATION ACT, 1908

Abstract

This paper examines the applicability of §17(2)(vi) of the Registration Act, 1908, which exempts certain court orders from mandatory registration to scheme orders issued by the National Company Law Tribunal (NCLT) under §§230–232 of the Companies Act, 2013 (‘2013 Act’). While High Court orders under the analogous provisions of the Companies Act, 1956 (‘1956 Act’), were consistently exempt, ambiguity persists post-2013 due to the NCLT’s status as a tribunal and occasional judicial conflation of registration fees with stamp duties. Such legal uncertainty is antithetical to the requirement of transactional and operational efficiency underpinning every restructuring process. Through doctrinal analysis, the paper argues that NCLT scheme orders are exempt from registration fees basis three grounds: (i) the enduring applicability of 1956 Act interpretations, preserved by §465(2)(b) of the 2013 Act and §6 of the General Clauses Act, 1897; (ii) the judicial nature of NCLT proceedings, akin to court functions, as supported by §424 of the 2013 Act and case law; and (iii) alignment with the Registration Act’s dual objectives of ensuring transparent property records and securing revenue, without necessitating registration. Contra decisions are critiqued as peripheral and lacking reasoned analysis. The paper emphasises the necessity for legal clarity in a domain with much commercial significance, concluding that NCLT scheme orders are exempt from registration fees, consistent with established statutory provisions and judicial precedent.