Stamp duty on a multi-party agreement cannot hinge on the “accidental location” of whoever signs first, the Delhi High Court has ruled, holding that Zee Group loan agreements with Religare Finvest were executed in Delhi and are governed by the Indian Stamp Act.
New Delhi: The Delhi High Court has held that the place where the first signature is put on a multi-party agreement cannot, by itself, decide which State’s stamp law applies, and has set aside an arbitral award that applied the Maharashtra Stamp Act, 1958 to four loan agreements between Zee Group companies and Religare Finvest Limited [Asian Satellite Broadcast Pvt Ltd & Anr. v. Religare Finvest Limited & Anr.].
Justice Om Prakash Shukla pronounced the 110-page judgment on November 2, 2026, deciding eight cross petitions under Section 34 of the Arbitration and Conciliation Act, 1996 against the award dated February 28, 2026.
The dispute
The four loan agreements, dated March 15, 2014, were signed by the borrower companies in Mumbai and by Religare, the lender, in Delhi on the same day. The arbitrator held that the Maharashtra Stamp Act governed the documents. Religare challenged that finding, while Asian Satellite Broadcast, Widescreen Holdings and other Zee Group companies filed their own petitions against the award.
What the Court said
The Court held that when a multi-party instrument is “executed” must be judged by the nature of the instrument and the signatures needed to complete it. Since the loan agreements needed both borrower and lender to sign, they were executed only when Religare signed them in Delhi. Treating the first physical signature as decisive, the Court said, would make the duty vary with chance:
“If the geographical location of the first physical signature is treated as conclusively determining the applicable State legislation of a particular State, the consequence would be that liability of stamp duty could vary solely according to the accidental location of the first signatory to a multilateral agreement.”
The Court added that in electronic execution the physical location of a signatory may not even be ascertainable from the instrument, and that the traditional idea of execution, built for paper documents, cannot be mechanically applied to digital transactions.
Territorial nexus
Applying the doctrine of territorial nexus from R.M.D. Chamarbaugwala, the Court said the link between the stamping State and the instrument must be real and not illusory. It found that Delhi had that link because the agreements were completed on Religare’s signature there. The Court also rejected the alternative argument under Section 3(b) read with Section 18 of the Maharashtra Act that receipt of a copy in Mumbai attracted duty there.
“The loan agreements dated 15.03.2014 are held to be ‘executed’ in Delhi. A logical corollary would be that the loan agreements are liable to be stamped as per ISA, as applicable in NCT of Delhi.”
The Court also found that the arbitrator had overlooked loan terms that made the Facility Schedule of Terms part of the agreements, calling that approach a technicality that rewrote the commercial bargain between the parties.
The outcome
Mindful of its limited role under Section 34, the Court said it was stepping in because the choice of stamp law went to the root of the matter. It set aside the award, allowed Religare’s petitions, O.M.P. (COMM) Nos. 323, 327, 328 and 331 of 2026, and dismissed the Zee Group’s petitions, O.M.P. (COMM) Nos. 253, 254, 255 and 256 of 2026, with no order as to costs.
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Why the judgment matters
Loan and commercial documents are often signed by parties sitting in different States, and stamp rates differ from State to State. The ruling ties the point of execution to the moment an instrument is complete, which for a bilateral loan is the last required signature, rather than to wherever the first party happens to sign.
By grounding the choice of stamp law in a real territorial nexus and flagging the problem of e-signatures, the judgment gives lenders, borrowers and arbitrators a clearer test for multi-State and digital contracts, and confirms that a wrong choice of stamp statute is a defect a court can correct even within the narrow Section 34 window.
Case Title: Asian Satellite Broadcast Pvt Ltd & Anr. v. Religare Finvest Limited & Anr. [O.M.P. (COMM) 253/2026 and connected matters; 2026:DHC:9741]
Bench: Justice Om Prakash Shukla, Delhi High Court
Date of Judgment: November 2, 2026
For the Zee Group petitioners: Senior Advocate Kunal Tandon with Aman Raj Gandhi, Ojasvi Sharma, Natasha Singh, Shreni Taran and Vanika Kansal
For Religare Finvest: Senior Advocate Abhimanyu Bhandari with Siddharth Sharma, Mahesh Agarwal, Rishi Agarwal, Maj. Nirvikar Singh, Shruti Arora, Priyakshi, Ishika Chauhan and Daanish Abbasi