DUNCANS INDUSTRIES LIMITED Vs. STATE OF UTTAR PRADESH

JUDGEMENT

(1.) A Deed of Conveyance dated 9-6-1994 executed by a company named ICI India Ltd. in favour of Chand Chhap Fertilizer and Chemicals Ltd. when presented for registration the concerned Registrar referred the said document under Section 47-A(II) of the Stamp Act to the Collector complaining of the non-compliance of Section 27 of the said Act and praying for proper valuation to be made and to collect the stamp duty and penalty payable on the said document. The Collector after inquiry levied a stamp duty of Rs. 37,01,26,832.50 and a penalty of Rs. 30,53,167.50. The said order came to be challenged by the aggrieved party in a revision under Section 56 of the Stamp Act before the Chief Controlling Revenue Authority in Stamp Revision No. 36/95-96 and the said Revisional Authority as per his order dated 4-4-95 partly allowed the challenge and so far as the imposition of penalty was concerned the same was set aside and slightly modified the stamp duty levied by the Collector. Consequent to the order of the Revisional Authority, the appellant herein became liable to pay stamp duty on the said Deed of Conveyance amount to Rs. 36,68,08,887.50. This order of the Revisional Authority came to be challenged before the High Court in Civil Misc. Writ Petition No. 9170/95 which came to be dismissed and as against this order of the High Court of Judicature at Allahabad dated 7-7-1997 the appellant has preferred the above civil appeal.

(2.) Briefly stated, the facts leading to the controversy in question are as follows: ICI India Ltd., a company registered under the Companies Act, 1956 executed an agreement of sale dated 11-11-1993 wherein it agreed to transfer on an "as is where is" and "as a going concern" its fertilizer business of manufacturing, marketing, distribution and sale of urea fertilizer in favour of Chand Chhap Fertilizer and Chemicals Ltd. (hereinafter referred to as 'the CCFCL') also a company incorporated under the Companies Act, 1956 which company has since been renamed as M/s. Duncans Industries Limited, Fertilizer Division, Kanpur Nagar (the appellant herein) for a total sale consideration of Rs. 70 crores which was termed as "slump price" in the agreement. The said agreement also stated that the vendor would on the "transfer date" transfer the fertilizer business by actual delivery of possession to the CCFCL in respect of such of the estates and properties mentioned in the agreement as were capable of being transferred by actual and/or constructive delivery and in respect of the estates requiring transfer by execution of necessary documents vesting the title thereof in CCFCL, and it was further agreed and declared that the ownership in respect of the assets and properties comprised in the "fertilizer business" to be transferred as per the agreement, would be deemed to be vested in CCFCL on and from the "transfer date" which, according to the agreement means 1-12-1993 or such other date as may be agreed to by and between ICI India and CCFCL. The term "fertilizer business" was defined to mean and include the following other properties:

(3.) Pursuant to the said agreement, a deed of conveyance dated 9-6-1994 was executed by the said ICI in favour of CCFCL, on the presentation of the said Conveyance Deed for registration. The Sub-Registrar made a reference to the Collector under Section 47-A(2) of the Stamp Act, 1899 (hereinafter referred to as 'the Act') stating that in the document under reference all the details required under Section 27 of the Act had not been given by the parties, hence valuation and examination is essential and requested the Collector to determine the value as required under the Act and the Rules and to take action to realise the deficit stamp duty and penalty. Consequent upon this reference made by the Sub-Registrar, the Collector after necessary inquiry as per his order dated 20-2-1995 referred to above, levied stamp duty and penalty to which reference has already been made. Being aggrieved by the said order of the Collector, the appellant preferred a revision petition to the Chief Controlling Revenue Authority who, as already stated, by his order dated 9-6-1994 set aside the penalty and modified the duty payable to Rs. 36,68,08,887.50 which order came to be challenged before the High Court unsuccessfully.