As an alternative, the committee has suggested that the existing stamp-duty structure could be rationalised. At the same time, the task force notes that companies planning to reorganise and restructure their businesses could be allowed to directly approach the Centre under Section 396 of the Companies Act.

The section has a provision that empowers the Centre to allow amalgamation of companies in the national interest. But this provision has been never invoked in the 43 years the act has existed.

The task force, headed by AV Birla group chairman Kumar Mangalam Birla, has also recommended that an amendment be made to Section 394 of the Companies Act, so that after the court's clearance, all permits andapprovals should stand transferred from the transferor to the transferee company without any further act or deed. All government agencies, to that event, must merely carry out the act of endorsing the transferee's name in place of the transferor's.

The committee has suggested that in the proposed Companies Bill, provisions can be inserted to facilitate filing of a single petition before the high court under whose jurisdiction the registered office of the transferor company is located.

The committee has noted that if such a procedure cannot be implemented through the Companies Act provisions, then the jurisdiction over such matters should be vested with the Company Law Board, which could be allowed to exercise the same powers as the high courts.

The scheme of arrangement for hiving off through the court process under Sections 391 and 394 of the Companies Act, or transfer of an undertaking with the approval of shareholders as a going concern attracts stamp duty running into crores, depending on the valueof the business to be transferred.

"Different states in the country have different stamp-duty rates, which is why there is an imminent need to harmonise the duty structure, so that there is a ceiling on the amount of duty payable in the case of restructuring of businesses," said a consultancy giant's managing partner. A partner of a leading Mumbai-based law firm said: "The committee's suggestions, if adopted, can simplify restructuring of operations. The process of reorganisation of businesses has become essential in the corporate sector, and the high stamp-duty rates are a deterrent."

A large Mumbai-based industrial house's finance director said: "The stamp duty that companies have to incur is an immense burden, and can, at times, even make restructuring financially unviable."