Indo- Japan Trade and Investment Bulletin Highlights: • L&T – Sojitz Partner for Freight Corridor Deal • Japan keen to cooperate with India in Nuclear-Energy Programs • Bilateral Energy Cooperation between India and Japan • Japanese Scholar awarded Padma Shri • Bhansali Engineering forms a 50:50 Polymer JV with Nippon A&L • Network18 sells Webchutney to Dentsu • Sumitomo Rubber Industries to acquire Apollo Tyres’ South Africa Unit • Mitsubishi-Hitachi Metals acquires Concast India Limited • Panasonic boosts its Flat-Panel TV plans with New Plant in North-India • Honda plans to open Company-Owned Stores in India • Techpro looks East for Better Thermal Technology

1. 2013
Indo-Japan Trade & Investment
Bulletin
May Issue
Japan Desk, Corporate Professionals

2. Indo-Japan Trade & Investment Highlights
 L&T – Sojitz Partner for Freight Corridor Deal
 Japan keen to cooperate with India in Nuclear-Energy Programs
 Bilateral Energy Cooperation between India and Japan
 Japanese Scholar awarded Padma Shri
 Bhansali Engineering forms a 50:50 Polymer JV with Nippon A&L
 Network18 sells Webchutney to Dentsu
 Sumitomo Rubber Industries to acquire Apollo Tyres’ South Africa Unit
 Mitsubishi-Hitachi Metals acquires Concast India Limited
 Panasonic boosts its Flat-Panel TV plans with New Plant in North-India
 Honda plans to open Company-Owned Stores in India
 Techpro looks East for Better Thermal Technology
Knowledge Centre
 Stamp Duty on Share Certificates – A Question of Jurisdiction
INDEX

3. L&T – Sojitz Partner for Freight Corridor Deal
Consortium of India’s Larsen & Toubro (L&T) and Sojitz Corporation of Japan is likely to be
awarded the contract of Rs. 6,700 crores (1 crore = 10 million) railways contract for the Indian
Railway-owned Dedicated Freight Corridor Corporation (DFCC) project. The consortium
between L&T and Sojitz is said to have placed the lowest bid and won both the financial and
technical contracts.
The project work includes designing and construction of 640km twin-track line that will form
part of the western dedicated freight corridor (DFC). The track project, which is part of the
1,483km western corridor proposed between Dadri (near Delhi) and Jawaharlal Nehru Port (near
Mumbai), involves connecting Rewari in Haryana and Palanpur in Gujarat.
Japan keen to cooperate with India in Nuclear-Energy Programs
India and Japan have deepened the bilateral ties through co-operation in economic and defence
matters. Both the countries have also reopened the nuclear cooperation talks that would benefit
Japanese companies looking to sell nuclear reactors and technology to India. India and Japan
have been holding talks on nuclear-energy cooperation since the year 2010 but the accident at
Fukushima nuclear power plant in 2011 had paused the bilateral discussions on the subject.
However, signing of atomic-power treaties with Turkey and UAE by Japanese Prime Minister
Shinzo Abe has helped accelerate the process.
Bilateral Energy Cooperation between India and Japan
Japanese Prime Ministers Shinto Abe and his Indian counterpart Dr. Manmohan
Singh highlighted the importance of strengthening bilateral energy cooperation between the two
countries as they appeared satisfied with the successful outcomes of the 5th and 6th India-Japan
Energy Dialogue. In a joint statement, both the countries emphasised on the need and benefits of
strengthening energy cooperation including in areas of renewable energy, Clean Coal
Technologies (CCT), institutional issues as well as transmission and distribution system in power
sector.
Indo-Japan Trade & Investment Highlights

4. Both the leaders also praised cooperation between both the countries through the LNG Producer-
Consumer Conference and welcomed the progress of a joint study on pricing of LNG. India
expressed interest in cooperating with Japan in natural gas extraction from methane hydrate
deposits under the sea.
Japanese Scholar awarded Padma Shri
Prime Minister Manmohan Singh, during his visit to Japan, gave Padma Shri award, the state’s
fourth highest civilian recognition, to Japanese scholar Noburu Karashima for his contribution to
the field of literature and education. Mr. Karashima was unable to visit New Delhi in April to get
the award from the Mr. Pranab Mukherjee, President of India, due to health reasons. Mr.
Karashima, fluent in Tamil and considered authority on medieval south Indian inscriptions, has
spent time in India as a research scholar on South Indian history and epigraphy at the University
of Madras in Chennai.
Bhansali Engineering forms a 50:50 Polymer JV with Nippon A&L
Bhansali Engineering Polymers Limited (BEPL) has entered into an equal JV with Japan’s
Nippon A&L Inc. to manufacture ABS polymer. Nippon’s specialised grades of ABS polymer
are approved by the Japanese automobile manufacturers across the globe. The JV will provide
BEPL access to intellectual property of Nippon, the technical assistance, recipes, compounds,
sales support, R&D support, new application development for manufacturing ABS and other
resins.
Currently, the annual demand for ABS polymer in India is estimated at 150,000 tonne and
roughly 25% of the total demand is met through imports (mostly from Japan). The JV targets to
satisfy 50% of the import demand locally by locally making available high quality ABS at cost
effective price to the automotive sector.
Network18 sells Webchutney to Dentsu
Japanese ad powerhouse Dentsu has entered into an agreement with Capital18, venture capital
arm of Network18, to acquire its stake in digital ad and consulting agency Webchutney.
Capital18 has a majority stake in the company and the divestment of stake is likely to generate a
return of over 300%.
Network18 holds a total of 70% stake in the company through Capital18 and Capital18 Fincap.
Post-acquisition, Webchutney will become part of the Dentsu India group of companies.

5. Sumitomo Rubber Industries to acquire Apollo Tyres’ South Africa Unit
Sumitomo is all set to acquire Apollo Tyres’ South African, subsidiary of Indian Tyres major
Apollo Tyres, business along with a passenger car tyre plant to Sumitomo Rubber Industries. In a
deal valued $60 million (about Rs340 crore), Sumitomo will also acquire Ladysmith Tyre plant
and Dunlop Brand rights in Africa.
The deal, however, does not include the Durban plant of Apollo which manufactures truck and
bus radial tyres and off highway tyres that are used in the mining and construction industries.
Sumitomo will get a manufacturing location on the African continent and control over the
Dunlop brand. Apollo holds the right to sell Dunlop brand in 32 African countries.
Mitsubishi-Hitachi Metals acquires Concast India Limited
Mitsubishi-Hitachi Metals Machinery, Inc. has concluded an agreement with Concast India
Limited (CIL), a supplier of casting machines to acquire controlling stake in the company. The
move is targeted at increasing footprints in Indian metal making machinery market. The deal will
also enable the Japanese company to access markets in Middle East and Africa.
Established in 1973, Mumbai headquarters company CIL currently employs around 200 workers
and has built a strong reputation for billets and rounds. The company exports to clients around 30
countries on the globe including Middle-East, Africa and South-East Asia.
Panasonic boosts its Flat-Panel TV plans with New Plant in North-India
Japan’s number 2 flat-panel TV manufacturer may be struggling in the international market to
make its television business profitable, is building capacity in India through a new factory near
Delhi to fuel sales growth and meet local regulatory requirements. The Osaka based company
also plans to start manufacturing semiconductors in India as the local market, which at present is
worth $8 billion, is rapidly expanding at a rate of 7%-8% PA.
Honda plans to open Company-Owned Stores in India
Honda Motorcycle & Scooter India (HMSI), the Indian subsidiary of Japanese automobile major
Honda Motor Company, is planning to open company owned retail outlets to sell its entire range
of products under one roof. The Company has applied to the Foreign Investment Promotion
Board (FIPB) for approval to set-up 100% owned retail outlets in India. The government had
recently opened up the much debated retail sector for foreign investment; foreign investors have
been allowed to invest upto 100% in single-brand retail sector after obtaining prior approval

6. from FIPB. Honda, upon approval, will be the first foreign auto company in India to own
exclusive stores in the country.
Techpro looks East for Better Thermal Technology
Tecpro Systems Ltd has been in talks with Mitsubishi Heavy Industries Mechatronics Systems
Ltd. to acquire technology to manufacture electro-static precipitators (ESPs) for thermal power
projects. The Chennai headquartered company is said to have formalised the understanding with
Mitsubishi by entering into an agreement.
Techpro plans to manufacture ESPs at the new plant it is building at Sri City near Chennai.
Given the size of the thermal power market in India, the tie-up with Mitsubishi is supposed to
have the potential of business of INR 500 Crores a year. Moreover, the ESPs manufactured with
Mitsubishi technology will be smaller in size and more efficient in reducing running cost.

7. Stamp Duty on Share Certificates – A Question of Jurisdiction1
This note discusses the issues which have risen due to receipt of notice from the Collector of Stamps, Delhi, by
companies registered in the National Capital Territory of Delhi, for demand of stamp duty on the share certificates
issued by them as per the rates applicable in the National Capital Territory of Delhi.
The basic issues amongst corporates as regards these notices are outlined below:
1. Place of levy of stamp duty - Registered Office of the Company or where the Board Meeting for issue of
shares is held?
2. Value on which stamp duty is to be charged and paid on issue of share certificates?
Indian Stamp Act 1899 is the parent Act, which was enacted by the legislature as a fiscal statute,
the principal object of which is to secure revenue of the government in form of stamp duty. The
Constitution of India gives powers to State Governments to enact laws or make amendments to
the Indian Stamp Act, 1899, for its application to their respective jurisdictions for the deeds,
documents and instruments executed therein except for those on which the Union of India has
been authorized to levy and collect stamp duty.
Place of levy of stamp duty
By virtue of the constitutional powers, levy and collection of stamp duty on issue of share
certificates falls within the sphere of state legislature and accordingly many state governments
adopted the provisions of Indian Stamp Act, 1899 for its applicability in their region with or
without any modification or amendments while others opted for enactment of separate statute
governing the levy and collection of stamp duty in their jurisdiction.
For instance, legislature of the National Capital Territory of Delhi and State of Haryana have
adopted the provisions of Indian Stamp Act, 1899 with modifications and amendments in the Act
while the legislature of Uttar Pradesh earlier adopted the provisions of Indian Stamp Act, 1899,
but in the year 2010, enacted their separate statues governing levy and collection of stamp duty
in its jurisdiction.
1
This article is written by Mr. Abhishek Bansal of Corporate Professionals, Advisors and Advocates and was first published on Mondaq.
Knowledge Center

8. Hence, the levy and payment of stamp duty on issue of share certificates is governed by the
provisions of stamping laws as applicable to the respective state, where the instrument is first
executed, since the subject falls within the State List of the Constitution of India.
However, the Collector of Stamps, Delhi has recently issued notices to over 20,000 companies in
Delhi calling for stamp duty payment on share certificates issued by them, taking a view that
stamp duty is to be paid where the registered office of the Company is situated, creating
perplexity in the minds of corporate and legal professionals as to the real incidence of levy of
stamp duty on issue of share certificates. Therefore, all the companies having their registered
office in the National Capital Territory of Delhi and have not paid the duty on share certificates
to the Collector of Stamps, Government of Delhi should ensure due compliance of stamp law in
order to validate their instruments evidencing the rights and entitlements on the shares contained
therein either by making due payment or by taking up the matter with the authority, in case the
duty is not leviable in Delhi.
Value on which stamp duty is to be charged
Another important issue with regard to stamp duty is the determination of the value on which the
stamp duty to be levied i.e. whether it should be the face value or the consideration value which
means face value plus premium, if any, paid. The Indian Stamp Act in respect of issue of shares
in physical form provides for levy of duty on value of shares and where shares are issued in
dematerialized form, the duty shall be levied on the amount of securities issued.
It is to be clarified that all the aforementioned issues shall be determinable in strict interpretation
of the law governing the subject matter with due consideration of the facts of each case.
For reference, rates of stamp duty in Delhi, Haryana and Punjab for a certificate or other
document evidencing the right or title of the holder thereof, or any other person, either to any
shares, scrip or stock in or of any incorporated company or other body corporate, or to become
proprietor of shares, scrip or stock in or of any such company or body is mentioned below:
Name of
the State
Article No. for
share
certificates
Rate of stamp duty on
issue of Share
Certificates
Article No. for
Letter of
Allotment
Rate of stamp
duty on Letter
of Allotment
National
Capital
Territory of
Delhi
Article 19 of
Schedule I-A of
Indian Stamp Act
1899
One Rupee for every
one thousand or a part
thereof, of the value of
the shares, scrip or
stock.
Article 36 of
Schedule I-A of
Indian Stamp
Act 1899
One Rupee

9. State of
Haryana
Article 19 of
Schedule I-A of
Indian Stamp Act
1899
Forty Naye Paise Article 36 of
Schedule I-A of
Indian Stamp
Act 1899
Thirty Naye
Paise
State of
Punjab
Article 19 of
Schedule I-A of
Indian Stamp Act
1899
Ten Rupees Article 36 of
Schedule I-A of
Indian Stamp
Act 1899
Fifteen Rupees
State of
Uttar
Pradesh
Article 20 of
Schedule to UP
Stamp Act 2008
One Rupee Article 37 of
Schedule to UP
Stamp Act 2008
One Rupee
DISCLAIMER: The entire content of this document has been developed on the basis of relevant statutory
provisions and as per the information available at the time of the preparation. Though the author has made utmost
efforts to provide authentic information, however, the material contained in this document does not
constitute/substitute professional advice that may be required before acting on any matter. The document has been
produced only for the informational purposes; the author and the firm expressly disclaim all and any liability to any
person who has read this document, or otherwise, in respect of anything, and of consequences of anything done, or
omitted to be done by any such person in reliance upon the contents of this document.

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