- 1 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 14TH DAY OF AUGUST, 2025 PRESENT THE HON'BLE MR. VIBHU BAKHRU, CHIEF JUSTICE AND THE HON'BLE MR. JUSTICE C M JOSHI WRIT APPEAL NO. 742 OF 2025 (GM-RES) BETWEEN: 1. STATE OF KARNATAKA REPRESENTED BY ITS CHIEF SECRETARY DEPARTMENT OF INDUSTRY AND COMMERCE VIDHANA SOUDHA DR. B.R. AMBEDKAR ROAD BENGALURU - 560 001 2. THE JOINT DIRECTOR REPRESENTED BY ITS JOINT DIRECTOR DISTRICT INDUSTRIES CENTER PLOT NO. 36-C, SHIVALLY INDUSTRIAL AREA MANIPAL - 576 104, UDUPI …APPELLANTS (BY SRI NAVEEN CHANDRASHEKAR, AGA) AND: 1. M/S. M11 INDUSTRIES PRIVATE LIMITED NO. 389, M.B. ROAD KAVERI LAYOUT SRIRANGAPATNA - 571 438 REPRESENTED BY ITS AUTHORIZED SIGNATORY MR. GANESH GOVINDRAJ …RESPONDENT (BY SRI DHYAN CHINNAPPA, SENIOR ADVOCATE FOR SRI PRAVEEN M.T, ADVOCATE) Digitally signed by AMBIKA H B Location: High Court of Karnataka - 2 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 THIS WRIT APPEAL IS FILED UNDER SECTION 4 OF THE KARNATAKA HIGH COURT ACT PRAYING TO SET ASIDE THE ORDER PASSED IN W.P.NO.28244/2023 (GM-RES) BY THE LEARNED SINGLE JUDGE OF THIS HON'BLE COURT ON 11.11.2024, AND CONSEQUENTIALLY DISMISS THE W.P No.28244/2023 (GM- RES) FILED BY THE RESPONDENT AND ETC. THIS APPEAL, COMING ON FOR PRELIMINARY HEARING, THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: CORAM: HON'BLE MR. VIBHU BAKHRU ,CHIEF JUSTICE and HON'BLE MR. JUSTICE C M JOSHI ORAL JUDGMENT (PER: HON'BLE MR. VIBHU BAKHRU,CHIEF JUSTICE) 1. The State of Karnataka has filed the present appeal impugning an order dated 11.11.2024 [impugned order] passed by the learned Single Judge in Writ Petition No.28244/2023 (GM- RES) captioned, 'M/s. M11 Industries Private Limited v. State of Karnataka and Another.' 2. The respondent had filed the said petition impugning a communication dated 12.09.2023 issued by appellant No.2 rejecting the respondent's request for exemption from payment of stamp duty in term of the Industrial Policy 2020-2025 on the ground that there was no provision regarding exemption of stamp duty on transfer of land from one industrial unit to another. - 3 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 3. The limited controversy that falls for consideration of the Court is whether in terms of the Industrial Policy 2020-2025, the respondent is entitled for exemption of stamp duty on transfer of land purchased from its holding company, M/s. M.K. Agrotech Private Limited. Prefatory facts 4. The Karnataka Industrial Areas Development Board [KIADB] had executed lease-cum-sale agreements in respect of certain lands in favour of M/s. Suzlon Infrastructure Limited. Subsequently, with effect from 07.05.2009, the name of the said company was changed to M/s. Synefra Engineering and Construction Limited. It was once again changed from Synefra Engineering and Construction Limited to M/s. Aspen Infrastructures Limited with effect from 21.09.2012. 5. On 15.02.2012, KIADB executed a sale deed in favour of the said company, which was then known as M/s.Synefra Engineering and Construction Limited. Thereafter, by notifications issued by the Central Government, certain lands held by the said company [M/s. Aspen Infrastructures Limited] were denotified from the Special Economic Zone. - 4 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 6. In terms of the scheme of amalgamation sanctioned by the National Company Law Tribunal, M/s. Aspen Infrastructures Limited amalgamated with M/s. Sarjan Realities Limited Company. And, all assets and liabilities of M/s. Aspen Infrastructures Limited were vested with the transferee company [M/s. Sarjan Realities Limited Company]. These assets included the lands, which were denotified from the Special Economic Zone by the Central Government. 7. On 22.03.2019, M/s. Sarjan Realities Limited Company sold 99 Acres 5.60 Guntas of land to M/s. Agrotech Private Limited Company. 8. The respondent-company was incorporated on 31.12.2019 as a subsidiary of M/s. Agrotech Private Limited Company. 9. The respondent submitted a proposal to the appellants for establishing a unit for manufacturing of "palm oil, sunflower oil and bio diesels" and for dealing and trading with various kinds of bio diesels and edible oils with an investment of `96 corers over 10 Acres of leased land comprising in Sy No.169 of Nandikooru Village, Kaup Hobli, Udupi Taluk and District. - 5 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 10. On 01.01.2020, M/s.M.K. Agrotech Private Limited entered into an unregistered lease agreement with the respondent in respect of 10 Acres of land. The said 10 Acres of land is acquired by the respondent for the proposed project on yearly rent of `1,50,000/-. 11. Thereafter, on 19.08.2020, the State Level Single Window Clearance Committee [SLSWCC] constituted under the Karnataka Industries (Facilitation) Act, 2002 examined the respondent's project proposal and at its 120th meeting approved the same. Thereafter, on 09.09.2020, the appellant issued approval order for the respondent's project of establishing manufacturing unit of palm oil, sunflower oil and bio diesel with an investment of `96 crores to be established at 10 Acres of land at Sy No.169 of Nandikooru Village, Kaup Hobli, Udupi Taluk and District. 12. Thereafter, the respondent applied for revision of the project and sought approval to revise the proposed investment to `300 crores instead of `96 crores. The revised project would be implemented on additional 89 Acres 5.6 Guntas of land owned by its holding company [M/s. M.K. Agrotech Private Limited]. The said revised proposal was placed before the Land Audit Committee and the said Committee decided to recommend the same to the - 6 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 SLSWCC. The said revised proposal was considered by the SLSWCC at its 137th meeting held on 24.01.2023 and the proposal was approved. Subsequently, the approval order was issued by appellant No.1 on 23.02.2023. 13. The respondent applied for exemption from stamp duty on the transfer of the land from its holding company M/s. M.K. Agrotech Private Limited, which was considered by the SLSWCC. On 05.08.2023, the same was rejected on the ground that there was no provision in the Industrial Policy 2020-2025 for providing such exemption. The same was communicated to the respondent by letter dated 12.09.2023. 14. The respondent challenged the same by filing the writ petition, being W.P No.28244/2023, which was allowed in terms of the impugned order. Reasoning and conclusion 15. At the outset it would be relevant to refer to the material provisions of the Industrial Policy 2020-2025, which provide for exemption of stamp duty and registration charges. The relevant extract of Table 9.2.1 is set out below: - 7 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 Table 9.2.1 Large, Mega, Ultra Mega and Super Mega Enterprises Type of Support For all Categories Exemption from stamp duty and concessional registration charges: Stamp duty to be paid in respect of loan agreements, credit deeds, mortgage and hypothecation deeds executed for availing loans from State Government including VAT/SGST loan from Department and / or State Financial Corporation, Industrial Investment Development Corporation, National Level Financial Institutions, Commercial Banks, Regional Rural Banks, Co-operative Banks and other institutions which may be notified by the Government from time to time for the initial period of five years only and for lease deeds, lease-cum-sale, sub-lease and absolute sale deeds executed by industrial enterprises in respect of industrial plots, sheds, industrial tenements by Karnataka Industrial Areas Development Board, KSIIDC, KEONICS, Industrial Co- operatives, approved private industrial estates/parks, food parks, SPV formed by GoK / GoI and other approved industrial parks shall be exempted as below: Exemption from Stamp Duty Zone 1 : 100% Zone 2 : 75% Zone 3 : Nil Concessional Registration Charges Zones 1, Zone 2: INR 1/- per INR 1,000/- Zone 3 : Nil Note: i. The exemption of stamp duty and concessional registration charges are also applicable to lands purchased under Section 109 of the KLR Act, 1961 and also for direct purchase of industrially converted lands for the projects approved by SLSWCC / SHLCC. This incentive will also be applicable for the land transferred by KIADB to land owners as compensation for the acquired land. ii. The exemption of stamp duty and concessional registration charges are also available for registration of final sale deed in respect of lands, sheds, plots, industrial tenements after the expiry of lease period at the rate as specified in the Industrial Policy which was in vogue at the time of execution of lease-cum-sale deed. iii. CETP / Industrial Hazardous waste disposal projects set up by private investors to support these industries will be eligible for 100% exemption from stamp duty and concessional registration charges of INR 1/- per INR 1,000/- in all zones. iv. Lands transferred by KIADB to KSSIDC for development of industrial estates will be eligible for 100% exemption from stamp duty and concessional registration charges of INR 1/- per INR 1,000/- in all zones. - 8 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 16. Paragraph (i) of the note as set out above, expressly provides that “the exemption of stamp duty and concessional registration charges are also applicable to lands purchased under Section 109 of the KLR Act, 1961 and also for direct purchase of industrially converted lands for projects approved by SLSWCC/SHLCC”. There is no cavil that the respondent had sought exemption for transfer of lands that were industrially converted lands for projects approved by SLSWCC. 17. In view of the above, the contention that stamp duty exemption is not available under the Industrial Policy 2020-2025 for lands purchased by one industrial unit from another, is not borne by the plain language of Note (i) under Table 9.2.1 of the Industrial Policy 2020-2025, as quoted above. 18. The learned Additional Government Advocate appearing for the appellants could not point out any exclusionary clause that would serve to circumscribe or restrict the operation of Note (i) of the aforesaid table. 19. It is also important to note, it is not the appellants' case that the import of Note (i) is not to expand the scope of the exemption - 9 - HC-KAR NC: 2025:KHC:32117-DB WA No. 742 of 2025 as set out in the main body of the exemption provision. However, it is contended that the Notes must be read confined to the transfer of lands from KIADB to the industrial units or for lands purchased under Section 109 of the Karnataka Land Reforms Act, 1961. However, the plain language of paragraph (i) of the Note does not support this interpretation. We find no reason to depart from the rule of literal interpretation. 20. In view of the above, we find no ground to fault the impugned order. 21. The appeal is, accordingly, dismissed. 22. Pending application also stands disposed of. Sd/- (VIBHU BAKHRU) CHIEF JUSTICE Sd/- (C M JOSHI) JUDGE AHB, List No.: 1 Sl No.: 28