Holding

The sale deed conveyed land, building, civil works, and permanently attached plant and machinery as immovable property, making the vendee liable for stamp duty on the total consideration, and the Registering Officer is empowered to inspect and determine the correct value under the proviso to Section 27 and Section 47A of the Andhra Pradesh Stamp Act.

Summary

The Supreme Court examined a sale deed executed by the Official Liquidator of a liquidated company, which conveyed land, building, civil works, plant and machinery, and other assets for a total consideration of Rs.8.35 crores. The first respondent, a nominee of the auction purchaser, sought registration of only the land and building, valuing them at Rs.1.01 crore to avoid stamp duty on the plant and machinery. The Court held that, under Section 8 of the Transfer of Property Act and the definition of immovable property, the plant and machinery permanently attached to the land formed part of the conveyance and were liable to stamp duty. It further affirmed that the proviso to Section 27 of the Stamp Act and Section 47A empower the registering officer to inspect the property and determine its market value, even if the parties seek registration of only a part of the transaction. Consequently, the first respondent, as vendee, is liable for stamp duty on the entire consideration, and the direction to grant exemption under G.O. Ms. 103 (2001) was set aside. The impugned judgment was set aside and the Single Judge's decision restored with modifications.

Issues considered

Whether plant and machinery permanently attached to land constitute immovable property liable to stamp duty under the Stamp Act.
Whether the Registering Officer can assess and levy duty on the entire transaction despite parties seeking registration of only land and building.
Whether the proviso to Section 27 of the Stamp Act and Section 47A confer power to inspect, value, and address undervaluation of instruments.
Who bears liability for stamp duty – the vendee (first respondent) or the auction purchaser (second respondent).
Whether exemption under Government Order Ms. 103 dated 07.02.2001 applies to the transaction.

Legislation cited

Andhra Pradesh Act (8 of 1988) – Proviso to s.27
Andhra Pradesh (Amendment) Act, 1971
General Clauses Act, 1897s. 3(26)
Indian Stamp Act, 1899s. 27, s. 47A
Registration Act, 1908s. 2(6), s. 3, s. 4, s. 5
Transfer of Property Act, 1882s. 8

Subjects

stamp dutyimmovable propertyplant and machineryregistration authoritySection 27 provisoSection 47ATransfer of Property Actexemptiongoing concernauction salevaluation

Judgment

1098 [2023]
SUPREME COURT 8 S.C.R. 1098
REPORTS [2023] 8 S.C.R.

A THE SUB REGISTRAR, AMUDALAVALASA & ANR.
v.
M/S DANKUNI STEELS LTD. & ORS.
(Civil Appeal No(s). 3134-3135 of 2023)
B APRIL 26, 2023
[K. M. JOSEPH AND HRISHIKESH ROY, JJ.]
Stamp Act, 1899 – s.27– Andhra Pradesh Act (8 of 1988) –
Proviso to s.27 added – Andhra Pradesh (Amendment) Act, 1971 –
C s.47A – Transfer of Property Act, 1882 – s.8 – ‘immovable property’–
Exigibility of the plant and machinery to stamp duty under the Act –
Second respondent auction purchased the property, at a bid of
Rs.8.35 crores, consisting of land, building, civil works, plant &
machinery and other assets – On the basis of direction given in
C.A. No. 1203 of 2004 at the instance of the second respondent,
D the Official Liquidator was accorded permission to execute the sale
deed in favour of the first respondent (nominee of the second
respondent) – Sale deed executed in favour of the first respondent
– Respondents 1 & 2 applied for registration of the sale deed on
the basis that the land and building had to be registered with the
E value thereof being shown as Rs.1,01,05,000/ – First appellant
informed the first respondent that due to some reasons registration
was kept pending – Respondents 1 and 2 challenged the said
communication – Second appellant-District Registrar directed the
first respondent and the Official Liquidator to deposit stamp duty
besides penalty – Writ petition filed by Respondents 1 & 2, Single
F Judge of High Court remitted the matter to the second appellant –
Division Bench inter alia directed the Sub-Registrar to consider the
respondents’ request for registration of the lands and buildings
purchased by them and determine its value on the date of
presentation of the document for registration, collect the stamp duty
G and registration fees thereupon – Held: From a reading of the Recital
Clause in conjunction with s.8, Transfer of Property Act, the
intention of the parties become self-evident that the vendor intended
to convey, all things, which inter alia stood attached to the earth –
Mere fact that there is no express reference to plant and machinery
in the Recital Clause cannot mean that the interest in the plant and
H
1098
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1099
DANKUNI STEELS LTD. & ORS.

machinery which stood attached to the land, which was scheduled, A
was not conveyed to the first respondent – Sum of Rs.8.35 crores
was unambiguously indicated as the total sale consideration for
the asset sold to the first respondent, comprising of land, building,
civil works, plant and machinery and current assets, etc – However,
first respondent took out the value of the land, building and civil
B
works and shown it at Rs.10105000/-, indicating only the said
amount as value – This was to tide over the liability to stamp duty
for what was actually, in law, conveyed to the first respondent –
Effort of respondents 1 & 2 was to avoid payment of the stamp duty
as due in law – Division Bench erred in not noticing the true purport
of the sale deed in conjunction with s.8, 1882 Act and definition of C
the word ‘immovable property – The sale deed operated to convey
the rights over the plant and machinery as well, which was comprised
in the land scheduled in the sale deed – In the nature of the
transaction, and what was actually sold by the Official Liquidator,
plant and machinery, such as would answer the description of D
immovable property, must also be found part of the property for the
purpose of the stamp duty and other charges as per law – First
respondent is liable in law as vendee to pay the stamp duty –
Impugned judgment set aside – Judgment of the Single Judge
restored subject to the modification that the direction to the second
appellant to give the benefit of GoMS dtd.07.02.2001 is set aside – E
Second appellant will ascertain the value of plant and machinery –
It will also go into the question, whether the first respondent would
be entitled to the benefit of the exemption of stamp duty, etc., as
claimed and make available the exemption, if entitled in law –
Registration Act, 1908 – General Clauses Act, 1897. F
Andhra Pradesh Amending Act (8 of 1988) – Proviso added
to s.27, Stamp Act, 1899; s.47A – Held: Proviso to s.27 does empower
the Officer to inspect the property, make local inquiries in the facts,
call for connected records, examine them and satisfy that the
provisions of s.27 are complied with – s.27 provides that the G
consideration, if any, and the other facts and circumstances,
affecting the chargeability of any instrument or the amount of duty,
must be fully and correctly set forth – Equally, s.47A, empowers the
Registering Officer to deal with undervalued instruments.
H
1100 SUPREME COURT REPORTS [2023] 8 S.C.R.

A Transfer of Property Act, 1882 – s.8 – Held: s.8 declares that
in the absence of an express or implied indication, a transfer of
property passes to the transferee all the interests, which the transferor
was capable of passing in the property and in the legal incidents
thereof – Such incidents includes, inter alia, where the property is
land, all things attached to the earth – When the property is
B
machinery attached to the earth, the movable parts thereof also are
comprehended in the transfer.
Disposing of the appeals, the Court
HELD: 1.1 The second respondent was, undoubtedly, the
C auction purchaser. The auction sale related to the assets of the
company, which included the land, the building, the plant and
machinery and other assets. The vendee, who under the sale
deed is the first respondent, being the nominee of the second
respondent. It has 49 been recited in Clause (H) that the vendee
has paid the full consideration. More significantly, it is stated
D
therein also that as per the terms of the sale properties have
been sold by the vendor to the vendee on ‘as is where is whatever
there is basis’. The total sale consideration, it is clear again from
the sale deed itself, is Rs.8.35 crores, for the land, building, civil
works, plant and machinery and current assets, etc. However,
E what had been done is an amount of Rs.10105000/- has been taken
as the value of the land, building and civil works based on the
offer received by the Liquidator, when the assets were put up for
sale individually. It is further stated that the purchaser has agreed
to pay the stamp duty/registration fees/transfer fees as per the
F value derived by the Sub-Registrar. This last statement is
traceable to order dated 15.06.2004 passed in civil Appeal 1202
of 2004 which we have referred to in paragraph 6. A copy of the
said order is enclosed with the sale deed. It is further stated that
the 46 acres and a few cents was ‘now’ registered in favour of the
vendee. In the Recital Clause, thereafter, what has been
G purported to be done is that it is shown that the vendors have
sold, transferred, conveyed, alienated, assigned to the vendee
all the scheduled property. The matter does not end there. The
aforesaid recital is followed up with the words ‘along with all the
rights, easements, interests, etc., the rights which ordinarily
H passed on through such sale on and over the said land in favour
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1101
DANKUNI STEELS LTD. & ORS.

of the vendee and to hold and enjoy the same as absolute owner. A
In the Schedule, no doubt, what is mentioned is 46 acres and a
little over 71 cents. We have already referred to the conduct of
the first and second respondents, which commended itself to the
learned Single Judge as conveying the impression that they wanted
to repair and maintain the plant and machinery. Furthermore, they
B
have also sought the benefit of the exemption provided under
GoMS 103 dated 07.02.2001, which Government Order purported
to provide for certain concessions in the form of exemption from
stamp duty and registration fee in favour of industrial units. We
are in agreement with the view taken by the learned Single Judge
that the unit was purported to be operated as a going concern C
and apparently the first respondent did not intend to dispose of
the plant and machinery as scrap. Bearing in mind this context,
we proceed to examine the exigibility of the plant and machinery
to stamp duty under the Act. [Para 34][1133-C-H; 1134-A-C]
1.2 It is, no doubt, true that what is purported to be D
conveyed, going by the Recital Clause, is, at first blush, the land
as comprised in the Schedule, viz., 46 and odd acres. What is
conveyed is immovable property. Immovable property has been
defined in the General Clauses Act, 1897 as ‘including land,
benefits to arrive out of land and things attached to the earth or
permanently fastened to anything attached to the earth’. When it E
comes to the definition of ‘immovable property’ in the Transfer
of Property Act, it has been defined as ‘not including standing
timber, growing crops or grass’. In the Registration Act, 1908,
immovable property includes, apart from land and buildings, things
attached to the earth or permanently fastened to anything which F
is attached to the earth but not including standing timber, growing
crops or grass. Most importantly, we cannot also be oblivious
that Section 8 of the Transfer of Property Act declares that in the
absence of an express or implied indication, a transfer of property
passes to the transferee all the interests, which the transferor
was capable of passing in the property and in the legal incidents G
thereof. Such incidents includes, inter alia, where the property is
land, all things attached to the earth. When the property is
machinery attached to the earth, the movable parts thereof also

H
1102 SUPREME COURT REPORTS [2023] 8 S.C.R.

A are comprehended in the transfer. In the Recital Clause, a proper
reading of the same would tend to indicate that what is conveyed
is rights over the scheduled property, which, no doubt, is the
land, as described in the Schedule but it includes all the rights,
easements, interests, etc., i.e., the rights which ordinarily passed
on such sale over the land. It is from a reading the said recital in
B
conjunction with Section 8 of the Transfer of Property Act that
the intention of the parties become self-evident that the vendor
intended to convey, all things, which inter alia stood attached to
the earth. The mere fact that there is no express reference to
plant and machinery in the Recital Clause cannot mean that the
C interest in the plant and machinery which stood attached to the
land, which was scheduled, was not conveyed to the first
respondent. The value of, what was actually purchased, has been
expressly set out in the Preamble to the sale deed. The value
has been reflected as Rs.8.35 crores. The sum of Rs.8.35 crores
had been, in unambiguous terms, indicated as the total sale
D
consideration for the asset sold to the first respondent,
comprising of land, building, civil works, plant and machinery and
current assets, etc. The first respondent has taken out the value
of the land, building and civil works, and shown it at Rs.10105000/
-, and then indicating only the said amount as value. This is
E apparently to tide over the liability to stamp duty for what was
actually, in law, conveyed to the first respondent. The Division
Bench appears to have proceeded on the basis that the first
appellant could not force Respondents 1 and 2 to pay stamp duty
on the value of the plant and machinery, when they do not seek
its registration. As respondents 1 and 2 had given up their claim
F
for exemption based on the Government Order, the Division
Bench accepted the same. The Division Bench overlooked the
nature of the transaction, the effect of the auction sale, the
property sold and their value, and the fact that the Company Judge
had by order dated 15.06.2004 left it open to the authority to
G determine the liability. The Division Bench did not consider the
preambular part. It also failed to bear in mind the power available
with the authorities. [Paras 36, 37][1134-F-H; 1134-A-G]
1.3 The effort of respondents 1 and 2 was to avoid payment
of the stamp duty as due in law. The Division Bench erred in not
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1103
DANKUNI STEELS LTD. & ORS.

noticing the true purport of the sale deed in conjunction with A
Section 8 of the Transfer of Property Act and the definition of the
word ‘immovable property’. Viewed in the context of Duncans
Industries Limited and Member, Board of Revenue, as also the other
attendant facts, including the contents of the Preambular portion,
as also the conduct of the Respondents 1 and 2, it would be clear
B
that the sale deed operated to convey the rights over the plant
and machinery as well, which was comprised in the land scheduled
in the sale deed. As far as the plant and machinery is concerned,
it must, however, be only such plant and machinery, which was
permanently embedded to the earth and answering the description
of the immovable property as defined. It would appear that such C
an inquiry was not done to ascertain the same by the appellants.
[Para 38][1136-A-C]
Duncans Industries Limited v. State of Uttar Pradesh
and others (2000) 1 SCC 633; Member, Board of
Revenue v. Arthur Paul Benthall AIR 1956 SC 35 : D
[1955] SCR 842 – referred to.
1.4 The proviso to Section 27 of the Act, added by the
Andhra Pradesh Amending Act (8 of 1988), does empower the
Officer to inspect the property, make local inquiries in the facts,
call for connected records, examine them and satisfy that the E
provisions of Section 27 are complied with. Section 27,
undoubtedly, provides that the consideration, if any, and the other
facts and circumstances, affecting the chargeability of any
instrument or the amount of duty, must be fully and correctly set
forth. Equally, Section 47A of the Andhra Pradesh Amending Act
(8 of 1988), empowers the Registering Officer to deal with F
undervalued instruments. [Para 39][1136-D-E]
1.5 In the nature of the transaction, and what was actually
sold by the Official Liquidator, plant and machinery, such as would
answer the description of immovable property, must also be found
part of the property for the purpose of the stamp duty and other G
charges as per law. [Para 40][1136-H; 1137-A]
1.6 There are two aspects, which remain. Firstly, on account
of the default of the appellants to effect service on the second

H
1104 SUPREME COURT REPORTS [2023] 8 S.C.R.

A respondent, the SLP stood dismissed. We, however, notice that,
at the request of the second respondent, the Company Court
ordered that the sale deed be executed in favour of its nominee,
viz., the first respondent. The first respondent, accordingly,
became the vendee under the sale deed. It is the first respondent,
which is liable in law as vendee to pay the stamp duty. Therefore,
B
we would think that the absence of the second respondent, may
not affect passing of an order as against the first respondent,
which, as the vendee, is the entity liable to bear the liability
towards stamp duty. Another aspect is that the matter may have
to go back to consider the actual plant and machinery as would
C answer the description of immovable property as correctly
pointed out by the learned Amicus. The passage of time may have
its bearing. But it may have to be carried out. As noticed by us,
the appellants had also appealed against the Judgment of the
learned Single Judge. The Single Judge, it must be remembered,
while upholding the Order of the second appellant (District
D
Registrar) in regard to the value of the plant and machinery, had
directed deducting the value of the current assets and also directed
making available benefits of GoMS 103 dated 07.02.2001.
Apparently, Respondents 1 and 2 in the Appeal gave up their
claim to the exemption on the basis that they succeeded in having
E the sale deed registered without having to include the value of
plant and machinery before the Division Bench. The stand of the
appellants would appear to be that GoMS 103 dated 07.02.2001
applied to new industrial units other than those listed as ineligible
under GoMS 9 dated 05.01.2001. It appears to be their case that
the subject industry is a mini steel industry and mini steel industry
F
plants were not eligible and the item appears as Item 56 in
Annexure 1 to GoMS 9 dated 05.01.2001. Since, the respondents
gave up their claim for exemption, the case of the appellants was
not gone into by the Division Bench. The second appellant can
look into this aspect as well. [Paras 41, 42][1137-B-G]
G 1.7 The Appeal filed against Writ Appeal No. 1873 of 2005
is allowed. The Appeal filed against the Judgment in Writ Appeal
No. 2457 of 2005 is partly allowed. The impugned Judgment is
set aside and the Judgment of the learned Single Judge is restored
subject to the modification that the direction to the second
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1105
DANKUNI STEELS LTD. & ORS.

appellant to give the benefit of GoMS 103 dated 07.02.2001 is A
set aside. The second appellant will ascertain the value of plant
and machinery on the basis of it answering the description of the
immovable property as understood in law. The second appellant
will also go into the question, whether the first respondent would
be entitled to the benefit of the exemption of stamp duty, etc., as
B
claimed while taking a decision and make available the exemption,
if entitled in law. The second respondent cannot be made liable
under this judgment. [Para 43][1137-H; 1138-A-C]
Himalaya Space House Company Limited v. Chief
Controlling Revenue Authority (1972) 1 SCC 726 :
[1972] 3 SCR 332; Chief Controlling Revenue Authority C
v. Coastal Gujarat Power Ltd. and others (2015) 10
SCC 700 : [2015] 9 SCR 36 – referred to.
Case Law Reference
[1955] SCR 842 referred to Para 19 D
[1972] 3 SCR 332 referred to Para 20
[2015] 9 SCR 36 referred to Para 20
CIVIL APPELLATE JURISDICTION : Civil Appeal Nos.3134-
3135 of 2023.
E
From the Judgment and Order dated 18.07.2017 of the High Court
of Judicature at Hyderabad for the State of Telangana and the State of
Andhra Pradesh in WA Nos.1873 and 2457 of 2005.
Mahfooz A. Nazki, Polanki Gowtham, Shaik Mohamad Haneef,
T. Vijaya Bhaskar Reddy, K. V. Girish Chowdary, Rajeswari Mukherjee, F
G. N. Reddy, Advs. for the Appellants.
Gopal Jha, Adv. for the Respondents.
The Judgment of the Court was delivered by
K. M. JOSEPH, J. G
1. Delay condoned. Leave granted.
2. By order dated 13.06.2002, the High Court of Andhra Pradesh
ordered M/s. Midwest Iron & Steel company Ltd. (which is Respondent
No.3 in the appeals) to be wound up. Though pursuant to order dated
H
1106 SUPREME COURT REPORTS [2023] 8 S.C.R.

A 22.09.2003, efforts were made to sell the property of respondent no.3 in
three lots, finally, based on an auction for a consolidated sale, the second
respondent herein, namely, M/s. SMC Marketing Private Ltd. who figured
as the highest bidder, became the successful auction purchaser. It bid
for the property which consisted of land, building, civil works, plant &
machinery and current assets, etc. The amount for which the second
B
respondent was declared the highest bidder was Rs.8.35 crores. On the
basis of a direction given in C.A. No. 1203 of 2004 at the instance of the
second respondent, the Official Liquidator was accorded permission by
the learned Company Judge to execute the sale deed in favour of the
first respondent in the appeals, viz, M/s. Dankuni Steel Ltd. A sale deed
C came to be executed by the Official Liquidator in favour of the first
respondent dated 5th August, 2004. In the sale deed in the preambular
portion we may notice the following statements:
“D. WHEREAS the Official Liquidator has put the properties of
the Company for sale in terms of orders of the Hon’ble High
D Court and whereas the Hon’ble High Court of Andhra Pradesh,
Hyderabad by an order dated 04-02-2004 made in C.A.No.736/
2003 in R.C.C.No. 10/2001 (copy enclosed) was pleased to
confirm the sale of the assets pf the Company such as land, building,
plant and machinery and other assets in favour of Messrs SMC
Marketing Pvt. Ltd., having its office at Room No.617, 6th floor,
E
P 41, Princep Street, Kolkatta - 700 072, represented by its
authorized representative Sri Amar Chand. Choudhary for a total
sale consideration of Rs.8.35 crores.
E. WHEREAS the Hon’ble High Court of Andhra Pradesh,
Hyderabad passed by an order dated 15-06-2004 made in C.A.No.
F
1202/2004 was pleased to direct the Official Liquidator to execute
necessary conveyance deeds for the land sold in auction in favour
of the vendee here in who is the nominee of the said highest
bidder Messrs SMC Marketing Pvt. Ltd. A copy of which is
enclosed herewith.”
G
3. Clause H of the preamble, reads as follows:-
“H. WHEREAS the Vendee has paid the full consideration to the
vendor within the time stipulated by the Hon’ble High Court of
Andhra Pradesh, Hyderabad and as per the terms and conditions
of the sale, properties have been sold by the Vendor to the Vendee
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1107
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

on ‘as is where is whatever there is basis’. Vendor hereby admits A
and acknowledges that he has received the full consideration from
the Vendee and there is no balance payable by him. Further the
Vendor has already given possession of the Schedule property to
the Yendee under due acknowledgement.The Vendor hereby
conveys, transfers and assigns all the rights, title interest together
B
with all the liberties, advantages, held and enjoyed by Messrs
Midwest Iron & Steel Co. Ltd., to theVendee, who shall hereinafter
enjoy the same with full and absolute rights without any disputeor
objection from any source as owner.
AND WHEREAS the total sale consideration is Rs.8.35 crores
C
for the entire assets of the company comprising of land, building,
Civil works, plant & machinery and current assets, etc”
An amount of Rs.1,01,05,000/- is taken as the value of the land,
building and civil works basing on the offer received by the official
liquidator when the assets were put for sale individually and the
D
purchaser has agreed to pay the stamp duty / registration fees /
transfer feesas per the-value derived by the sub registrar.
WHEREAS the land to an extent of Acres 46.7167 cents situated
in Dusi Village as per detailsgiven below is now registered in favour
of the VENDEE through this document, hereinafterreferred to as
E
the ‘SCHEDULED PROPERTY’ for brevity, which is fully
described in theschedule of property and clearly delineated in red
colour in the plan annexedhereto.
4. Next, the recital clause (1) reads as follows:
“NOW THE VENDOR HEREBY ASSURES AND F
COVENANTS THE VENDEE AS UNDER:
In consideration of the said amount paid by the Vendee, the Vendors
here.by scll, transfer, convey, alienate, assign unto and to the use
of the Vendee absolutely and forever all that the scheduled property
along with all the rights, easements, interests etc., the rights which G
ordinarily pass on through such sale on and over the said land in
favour of the Vendee to hold and to enjoy the same as absolute
owner.”
5. Next, we must notice the schedule of the property which inter
alia reads as follows: H
1108 SUPREME COURT REPORTS [2023] 8 S.C.R.

A “All that piece and parcel of the property admeasuring acres of
46.7167 cents situated at Dusi Village, Srikakulam District, within
the limits of Sub-Registrar, Amudalavalasa, belonging to M/s.
Midwest Iron & Steel Co. Ltd. in the above R.S. Numbers sold
by the Vendor to Vendee is bounded by…” The boundaries are
hereafter set out.
B
6. Since the sale deed in favour of the nominee, namely, the first
respondent came to be executed pursuant to order of the Company Judge
dated 15.06.2004 made in C.A. No.1202 of 2004 as stated in Clause E
(supra), we may notice the prayers and relevant part of the order. They
read as under:
C
“Application under Section of the Companies Act, 1956 R/W Rule
9 of the Companies (Court) Rule, 1959, praying that this High
Court may be pleased to direct the Official Liquidator to execute
the sale deed in respect of the land and building and civil works
belonging to the company in liquidation fora consideration of Rs.
D
40,13,000/- in favour of the Applicant’s nominees-M/s. Dankun·1
Steels Lim.1ted.
b) Direct the Official Liquidator to execute a sale certificate in
favour of the Applicant’s nominees. M/s. Dankuni Steels Limited,
in respect of the plant and machinery fora consideration Rs. 751.27
E
Lakhs and in respect of the current assets and furniture and
fixtures in the sum of Rs. 43,60,000/-.
c) Direct the Official Liquidator to obtain all the original documents
of title deposited by company in liquidation with financial institutions
F viz., ICICI Bank Limited, IDBI, Canara Bank, United Western
bank Limited, IFCI, IIBI and State Bank of India, and deliver the
same to the Applicant’s nominees, M/s. Dankuni Steels Limited.
This Application coming on for orders upon readingthe Judge’s
Summons and the affidavit dated: 23-4-2004 and filed by Mr. Amar
G Chand Choudary, authorized Representative of the Application in
support of this Application and upon hearing the arguments of Mr.
Anil Kumar counsel for The Official Liquidator and of Mr. S.
Ravi, Advocate for the applicant and of Mr. M. Anil Kumar,
Counsel for the Official Liquidator on behalf of the respondent”

H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1109
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

“ …The learned counsel also placed before me Form No.32 issued A
by the Office of Registrar of Companies, Calcutta, showing that
Sri Amit Ganguly, S/o late B.N.Ganguly, who is the Director of
applicant company in M/s.Dankuni Steels Limited. A certificate
issued by the Director of the applicant company placed before
the Court would show that the applicant company holds 9,000
B
(Nine thousand only) shares of Rs.10/- each of M/ s. Dankuni
Steels Limited. …”
“… Insofar as the relationship between the applicant company
and M/ s. Dankuni Steels Limited, this Court is satisfied that the
applicant is justified in taking sale deed in favour of M/s. Dankuni
C
Steels Limited. Insofar as the relief in the application to direct the
Official Liquidator to execute the sale deed in favour of M/s
Dunkuni Steels Limited for a consideration of Rs.40, 13,000/-
(Rupees forty lakh and thirteen thousand only) is confirmed in the
auction conducted by this Court, as the land, building and machinery
of the company in liquidation was sold to the applicant company D
at a price of Rs.8,35,00,000/- (Rupees eight crore thirty five lakh
only), it would be better if the issue as to the value of the property
in respect of which a conveyance deed has to be executed is
decided by the Registration Authorities. It is needless to observe
that at the time of completion of this exercise, Official Liquidator
E
will hand over all the original documents in respect of the property.
The application is, accordingly, ordered.”
(emphasis supplied)
7. It is thereafter that as already noticed that the sale deed came F
to be executed on 05.08.2004. Respondents 1 and 2, it would appear
claimed benefit of GOMS No.103 dated 07.02.2001. The said GOMS
read as under inter alia:
“GOVERNMENT OF ANDHRA PRADESH
ABSTRACT G

Indian Stamp Act, 1899 - 50°/o Exemption frompayment of Stamp
Duty and Registration Fee on theinstruments of leases, lease-
cum-sales and salesexecuted in favour of Industrial Units in the
State forthe purposes of selling up or expansion ordevelopment of
H
1110 SUPREME COURT REPORTS [2023] 8 S.C.R.

A Industries - Orders - Issued.
REVENUE (REGISTRATION.II) DEPARTMENT
G.0.Ms.No.103 Dated :07 .02.2001
Read the following:-
B
1. Letter from the Chairman and Managing D1rector, A.P.I.I.C.
No.SIPC/APIIC/M(Pig)/97, dt.11.5.2000.
2. From the Commissioner and Inspector General of Registration
and Stamps Letter No.Sl/10783/2000, dt.28.9.2000 and even
C No.,dt.17.11.2000.
3. G.O.Ms.No.9, Industries & Commerce
Department, dt.5.1.2001.
ORDER:-
D In pursuance of the decisions of the SIPD,orders were issued in
G.O.Ms.No.9, Industries &Commerce Department, dt.5.1.2001,
enunciating aNew Industrial Policy for 2000-2005. Among
variousother decisions, exemption of 50% Stamp Duty,Registration
Fee and Transfer Duty was allowed onlands meant for Industrial
E use. Exemption of StampDuty and Registration Fee ‘for loan
agreements, creditdeeds, mortgages and hypothecation deeds
executedby the Industries in favour of banks or financialinstitutions
has also been included in the Policy. NewIndustrial Units ether
than listed as ‘ineligible’ in theGovernment order cited third above,
would beeligible for the concession in stamp duty andregistration
F fees as notified below.
Basing on the above decision, the followingNotifications will be
published in the next issue of theAndhra Pradesh Gazette:-
NOTIFICATION – I
G In exercise of the powers conferred by clause(a) of sub-section -
(1) of section 9 of the IndianStamp Act, 1899 (Central Act II of
1899), theGovernment of Andhra Pradesh hereby reduces thestamp
duty by 50 percent on the instruments ofleases, lease-cum-sales
and sales executed in favour of Industrial units and also remits
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1111
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

Stamp Duty in fullon laan agreements, credit deeds, mortgages A
andhypothecation deeds executed by such Industrialunits in favour
of banks or financial institutions forthe purposes of setting up or
expansion ordevelopment of Industries.
NOTIFICATION – II
B
In exercise of the pówers conferred under Section 78 of the
Registration Act, 1908 (Central ActXVI of 1908), the Governor
of Andhra Pradesh herebymakes the following amendment to the
“Table ofFees” - issued in G.O. MS. N0.1637,
RevenueDepartment, dated the 3rd September, 1958 andpublished
at pages 2250 to 2253 of Part I of theAndhraPradesh C
Gazette,Dated:ll.09.1993 issubsequently amended from time to
time.
AMENDMENT
In the said “Table of Fees” in article l(a), afterclause “K D
(XCXXIV)”, the following clause shall beadded, namely :-
“K (XCXXV): The Registration Fee leviable underthis Article on
the instructions of leases, leasecumsalesand sales executed in
favour of industrialunits shall be reduced by 50 percent and
noregistration fee shall be leviable on loan agreements,credit deeds, E
mortgages and hypothecation deedsexecuted by such industrial
units in favour of banksor financial institutions for the purposes of
setting upor expansion or development of industries”.
(BY ORDER AND IN THE NAME OF THE
GOVERNOR OF ANDHRA PRADESH) F

K.C.MISRA PRINCIPAL
SECRETARY TO GOVERNMENT”
8. It would appear that the respondents 1 and 2 applied for
registration of the sale deed according to the appellants on the basis that G
the land and building had to be registered with the value thereof being
shown as Rs.1,01,05,000/-. The Sub-Registrar, namely, the first appellant
by communication dated 12.08.2004 informed the first respondent that
the registration was kept pending for the following reasons:
H
1112 SUPREME COURT REPORTS [2023] 8 S.C.R.

A (1) The chargeable value as per the contents of the documents
was assessed to be Rs.8.35 crores whereas respondents 1
and 2 had stated that only the land and buildings were being
transferred for Rs.1,01,05,000/-.
(2) Since 50% exemption was being claimed, the G.O. had to
B be verified thoroughly.
(3) The land in some of the Survey Nos. were found to be
Government land.
9. The respondents 1 and 2 feeling aggrieved filed Writ Petition
C No.16104 of 2001 challenging the said communication. The District
Registrar, Srikakulam, [the second appellant before us] directed the first
respondent and the Official Liquidator to deposit Rs.8629025/- as stamp
duty besides penalty of Rs.1000/. It is challenging the said communication
that Respondents 1 and 2 filed Writ Petition No. 19900 of 2004. Both the
Writ Petitions came to be heard together and disposed by a learned
D Single Judge by the Judgment dated 12.07.2005. The learned Single Judge
found inter alia as follows:
“5. Though the Company Court initially directed · auction of the
assets of the Company in three lots, having felt that the bids
received for the lots are inadequate, the learned Judge directed
E sale of all the three lots i.e. (i) Land, Buildings and Civil Works;
(ii) Plant and Machinery; and cJii) Current Assets and Swaraj
Mazda vehicle, as one lot only. Therefore, the fact that the
Company Court originally directed sale of the assets of the
Company in three lots has no relevance for deciding these petitions
F because second petitioner, admitted1y, purchased the assets of
the company as one lot only, in the open auction held by the
Company Court, but not as three different lots .
6. It is no doubt true, as per the proviso to Sectiön 47A(6) of the,
Stamp Act, instruments executed by or on behalf .of the Central
G Government or the State Government or any authority or body
incorporated by or under any law for the time being in force and
wholly owned by Central/State Government, the market value of
the property shall be the value shown in such instrument. This
provision, far from helping the petitioners, would go against their
contention that sale deed can be executed for Lot l only, inasmuch
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1113
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

as assets of the company were advertised for sale in three lots, A
because all the three assets of the company were purchased by
the second petitioner only as one lot, but not in three different lots,
and since there is nothing in the sale deed in question to show the
exact value of the Land, Building and Civil works. The file produced
by the official liquidator shows that there was correspondence
B
between him and the petitioners with regard to the contents etc.
of the sale deed to be executed by him i.e. official liquidator. Here,
I am constrained to observe that the official liquidator does not
seem to have acted fairly while executing the sale deed in question,
and seems to have made an attempt to favour the petitioners by
suppressing certain fact: and incorporating the undermentioned C
highlighted portion in page 3 of the sale deed in question reading -
“AND WHEREAS the total sale consideration is Rs.8.35 crores
for the entire assets of the company comprising of land, building,
Civil works, plant & machinery and current assets, etc., An amount
of Rs.1,01,05,000/- is taken as the value of the land, building and D
civil works basing on the offer received by the official liquidator
when the assets were put for sale individually and the purchaser
has agreed to pay the stamp duty/registration fees/transfer fees
as per the value derived by the sub registrar.” obviously that
statement, mentioning the value of the building etc. as
E
Rs.1,01,05,000/- is made on the basis of the offers received by
him (official liquidator) on 04-12-2003 whereat M/s.Bhagya Nagar
Metals Ltd., offered Rs”101.05 lakhs for Lot No.1 and Rs.301.00
lakhs for Lot No.2, and M/s.MahavirGhantakaram Enterprises
offered Rs.29.50 lakhs for Lot No.3. So, it is clear that the total
value of the offers for the three lotreceived by the official liquidator, F
on 04-12-2003, was Rs.431.55 lakhs. But, on 30-12-2003, M/
s.ConcastIspat Ltd., which (as per the letter dated 13-08-2004 of
the Genera! Manager, District Industries Centre, Srikakulam,
addressed to the fourth respondent, relied on by the petitioners,
produced as a material document along with the petition) seems
G
to be a group company of the petitioners, gave a consolidated
offer for Rs.576.00 lakhs for the three lots put together, and the
bid ultimately was knocked down in favour of the second petitioner
for Rs.835.00 lakhs, for all the three lots put together, in the court
auction held on 04-02-2004. Thus, official liquidator knows, and if
H
1114 SUPREME COURT REPORTS [2023] 8 S.C.R.

A he were to say that he does not know, should be imputed with
knowledge that this offer dated 04-12-2003 for the Land, Buildings
and Civil works for Rs.101.05 lakhs does not truly and correctly
represent the value of the Land, Buildings and Civil works. In
fact, in his letter bearing No.OL/AP/RCC.10/ 2001/AR/2004 dated
04-02-2004 addressed to the second petitioner, official liquidator
B
stated:
“With reference to the open auction held on4-2-2004 before the
Hon’ble High Court ofAndhra Pradesh, Hyderabad in the matter
ofsale of entire assets of the subject company I am to inform you
that the Hon’ble High Court vide their order dt.4-2-2004 made in
C
C.A.No. 736/2003 accepted your offer for the purchase of entire
assets of the company as one Lot i.e., Land & Buildings & Civil
Works, Plant and Machinery and Current Assets, Furniture
&Fixtures including Swaraj Mazda Vehicle lying at Dusi Village,
Srikakulam District for a total sale consideration· of Rs.8,35,00,000/
D -. The Hon’ble High Court was pleased to grant three months
from the date of confirmation i.e., 4-2-2004 for making balance
sale consideration of Rs.6.28Crores as follows:
Yet, the official liquidator, for reasons known to him only, mentioned
the non-existing ‘offer value’ of Rs.101.05 lakhs as the value of
E the Land, Buildings and Civil works, in the sale deed.
10. The Court further notes as follows:
“8. In R.C.C.No.10/2001/ AR/2004 dated 05-8-2004sent by him,
in reply to the memo impugned inW.P.No.16104 of 2004 issued
F by the thirdrespondent, official liquidator stated as
follows.”Inpursuance of the orders of the Hon’bleHigh Court of
Andhra Pradesh, Hyderabad in thereference cited, I have executed
a sale deeddated 05-08-2004, in favour of M/s.DankuniSteels
Limited, Kolkatta transferring the assetsof the company M/
s.Midwest Iron and Steel Limited, Dusi Village, Srikakulam District
G whichis in liquidation for Rs.1,01,05,000/- and signedall the
connected statements of the saiddocument.
11. The learned single Judge thereafter referred to order passed
in C.A. No.1202 of 2004. Thereafter, the single Judge found that there
would be no doubt that respondents 1 and 2 M/s. Concast Ispat Limited
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1115
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

were group companies. Another aspect noted by the learned Single Judge A
was the conduct of the second respondent filing Civil Appeal No. 823 of
2004 seeking permission of the Court to get the plant and machinery
repaired and overhauled on the basis that it intended to revive the unit
and run it. An Order, it was noted, was passed thereon on 06.04.2004
allowing the second respondent to carry out repair and overhaul operations
B
inter alia subject to certain conditions. Next, the learned Single Judge
noted the letter dated 13.08.2004 by the General Manager of the District
Industries Centre to the second appellant. It reads:
“the Commissioner of Industries, Andhra Pradesh, Hyderabad
informed that M/s.Concast Ferro Inc, Dusi Village, Amadalavalasa
C
Mandal, Srikakulam District who have obtained IEM No. 2284/
SIA/IMO/2004 dt.25.06.2004 for establishing unit for the line of
activity (1) Pig Iron (2) Granualated slag and (3) Coke Fines by
acquiring the sick unit through official liquidator,High Court of
Andhra Pradesh as a new Entrepreneur is entitled for availing
50% Exemption Duty exclusive under NIP 2000-2005 scheme. D
Therefore I request you kindly allow 50% stamp duty,
Registration fee and transfer for loan agreements, credit deeds,
mortgages and hypothecation deeds executed by the Industrial
Unit in favour of banks or financial institutionson lands meant for
industrial units after fulfillingthe formalities in terms of E
G.O.Ms.No.103Revenue (Registration) Department dated
07.02.2001.”
12. The learned Single Judge found that Respondents 1 and 2
were using the plant and machinery for their business and had no intention
to remove and sell them as scrap or otherwise. It is further found that if F
respondents 1 and 2 were to contend that M/s. Concast Ferro Alloys
which was obviously a mistake for M/s. ConcastIspat had no concern
with the respondents 1 and 2, they would not have produced the letter
dated 13.08.2004 of the General Manager. After referring to notification
GOMS, No. 103 dated 07.02.2001 which we have referred to hereinabove,
G
the learned Single Judge found that the benefit of the said G.O. could be
claimed only by an industrial unit and since respondents were claiming
benefit under the G.O. they intended to use the assets of the company
and had no intention to remove the plant and machinery. Thereafter, the
Court found as follows:
H
1116 SUPREME COURT REPORTS [2023] 8 S.C.R.

A “From a combined reading of Section 3 of Transfer of
Property Act, Section 2(6) of RegistrationAct and Section 3(26)
of General Clauses Act, it isclear that plant and machinery of the
company,purchased by second petitioner in court auction, alsoare
immovable properties forming part of the landand buildings in or
on which they are located. In myconsidered opinion, petitioners
B
claiming benefit underG.O.Ms.No.103 dated 07.02.2001, while
contendingthat the sale deed in question is for Land, Buildingsand
Civil works only, but not plant and machinery,would be incongruous,
because the intention of theGovernment in passing the above G.O.,
obviously, isto give benefit to ‘industrial units’. It does not enablean
C owner of an ‘industrial unit’ purchasing vacantland, claiming benefit
of the G.O., just to sell it awayas plots and make money. The
intention of thegovernment obviously is that ‘industrial unit’
shouldbe established in the land and that the land shoulditself be
used, for running an ‘industrial unit’ by thepurchaser. So, it is clear
that the above extractedG.O. is meant to encourage establishment
D andrunning of industrial units only. Since petitioners areclaiming
benefit of the above extracted G.O. andsince they also obtained
permission from the Court toclean and over haul the machinery, it
is clear that thesale deed in question covers not only Land,
Buildingsand Civil works but plant and machinery also.”
E 13. The Court relied on Duncans Industries Limited v. State of
Uttar Pradesh and others1 and found that since the property covered
by the sale deed covered not only the land, buildings and civil works, but
plant and machinery also, the value of the plant and machinery also had
to be considered for payment of stamp duty. The learned Single Judge
F found that the value of the current assets had to be reduced. Still further
he found that since the first respondent was an industry and wanted to
run the unit as an industry, the benefit of GOMS 103 Revenue
(Registration) Department dated 07.02.2001 could be extended to it.
Writ Petition No. 10101 of 2004 came to be dismissed with costs. Writ
Petition No. 19900 of 2004 was allowed in part and the matter was
G remitted to the second appellant to determine the current assets and to
deduct their value from Rs.8.35 crores and to reckon the remaining
value as the value of the land, buildings, civil works, plant and machinery
and collect stamp duty and penalty, if any, by extending the benefit of
GOMS 103 dated 07.02.2001.
1
H (2000) 1 SCC 633
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1117
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

14. This led to the two writ appeals, viz., Writ Appeal No. 1873 of A
2005 and Writ Appeal No. 2457 of 2005. One of the appeals was filed
by the Respondents 1 and 2, viz., Writ Appeal No. 1873 whereas Writ
Appeal No.2457 of 2005 was filed by the appellants. Both the Appeals
were directed against the Judgment in Writ Petition No.19900 of 2004.
The short reasoning which appealed to the Division Bench and the relief
B
granted was as follows:
“When we asked the learned Government Pleader as to how the
petitioner could be forced to register even the plant and machinery
when they only seek registration of the land and buildings, Learned
Government Pleader would submit that the value of the land and
C
buildings would be required to be determined by the Sub-Registrar;
and the petitioner’s claim that its value was only Rs.1,01,05,000/-
could not be accepted. As the petitioner only seeks registration of
land and buildings, and would run the risk of the plant and machinery
not being registered, the Sub-Registrar cann0t force them to pay
stamp duty on the value of plant and machinery when they do not D
seek its registration. The question whether the value of these lands
and buildings, on the date of presentation of the document, was
Rs.1,01,05,000/- or not is a matter which the Sub-Registrar is
required to consider; and it is on the value of the land and buildings,
as determined by. him, that stamp duty and registration charges
E
would be required to be paid subject, of course, to the petitioner’s
right to question the order of the Sub-Registrar before the appellant
authority under the Act. As the petitioner has given up their claim
for 50% exemption and Sri S.Ravi, learned Senior Counsel, would
fairly state that, if a part of the land sought to be registered is
found to be Government land it. may be excluded from registration F
subject to the petitioner’s right to avail their legal remedies, against
any such action, being left open, we consider it appropriate to
dispose of both the Writ Appeals directing the Sub-Registrar to
consider the petitioner’s request for registration of the lands and
buildings of the company under liquidation, purchased by them in
G
the auction conducted by the Official Liquidator; determine its
value on the date of presentation of the document for registration;
collect the stamp duty and registration fees thereupon; and,
thereafter, consider registration of the sale deed effecting transfer
of the lands and buildings, of the company under liquidation, to the
petitioner herein, in accordance with law. The entire exercise shall H
1118 SUPREME COURT REPORTS [2023] 8 S.C.R.

A be completed at the earliest preferably within three 1 months from
the date of receipt of a copy of this order. Both the appeals are
disposed of accordingly. There shall be no order as to costs.
Miscellaneous petitions, if any, pending shall stand closed.
SD/- K.GANGADHAR RAO
B
DEPUTY REGISTRAR
//TRUE COPY//
SECTION OFFICER”

C 15. Notice was served on respondent no.1 but there is no
appearance. Shri Mahfooz A. Nazki, learned Counsel appeared on behalf
of the appellants. We may notice that despite time granted to the
appellants to effect service on respondent no.2, in view of their failure to
effect service, in terms of order dated 04.03.2020, the SLP was found to
stand dismissed as against Respondent No.2. This is discernible from
D order dated 19.06.2020. Shri Gopal Jha, learned Counsel appeared on
behalf of the third respondent’s company (in liquidation) represented by
the Official Liquidator. In view of the fact that there was no appearance
for the first respondent, by order dated 20.10.2021, we appointed Shri S.
Niranjan Reddy, learned Senior Counsel as Amicus Curiae.
E SUBMISSION OF THE PARTIES
16. We heard the learned counsel as noted, as also the learned
Amicus.
17. Shri Nazki would submit that the impugned judgment ignores
F the nature of the transaction, which culminated in the conveyance and
the purpose for which the conveyance was made. It is pointed out that
the first respondent had purchased the property with the intent to carry
on the business, which consisted of manufacturing of the products in
question. He sought fortification for the same from the support drawn
initially from a Government Order premised on carrying on the
G manufacturing activity and to encourage it, with exemption of 50 per
cent offered by the State. He would further point out that the District
Registrar had analysed the facts correctly and applied the law laid down
by this Court in Duncans Industries Limited (supra). By doing so, the
District Registrar had correctly found that apart from land, building, and
H civil works, the plant and machinery must also be reckoned for the
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1119
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

purpose of computation of stamp duty. He would contend that the Division A
Bench had fallen into error in adopting the reasoning that if the
Respondents 1 and 2 did not want the registration of the plant and
machinery, they cannot be compelled to do so. He would further point
out that adequate opportunity was afforded to the respondents by the
District Registrar but they chose not to avail the opportunity.
B
18. The learned Amicus would, after referring to the facts, project
two issues as arising for consideration:
a. Whether there is a comprehensive sale of all the assets and, in
a single transaction, is it permissible to draw up a conveyance for
only a part of such transaction for seeking registration? C
b. Second issue, according to him, is whether the Registration
Authorities are empowered to go behind an ostensible instrument
and ascertain the stamp duty payable on the actual transaction?
19. He took us to the definition of the word ‘instrument’ in the D
Stamp Act, 1899 (hereinafter referred to as, “the Act”). He further drew
our attention to Section 47A introduced by the Andhra Pradesh
(Amendment) Act of 1971. That apart, he also pointed out that by Andhra
Pradesh Act (8 of 1988), a proviso has been inserted in Section 27 of
the Act, which we shall advert to. He further pointed out that the
triumvirate of Sections 4, 5, and 6 of the Act, has been succinctly explained E
by this Court in the decision reported in Member, Board of Revenue v.
Arthur Paul Benthall2. He would, on the strength of the law laid down
therein contend that the destiny of this case would be governed by Section
5 of the Act. He would contend that there is only one instrument in this
case, i.e., the deed of conveyance, and since more than one matter, as F
expounded by this Court, exists in substance,there would be justification
for the Authorities having regard to the powers available, in particular, in
Section 27 after the insertion of the proviso therein and Section 47A. He
would point out that the preambular recitals in the conveyance, convey a
version which may not square with the actual recitals and the purported
terms of the operative part read with the Schedule. In other words, the G
auction sale in favour of the second respondent-auction purchaser,
indicates that the sale was of assets of the company in liquidation, such
as land, building, plant and machinery and other assets. The total sale
consideration is stated to be Rs.8.35 crores.
2
AIR 1956 SC 35 H
1120 SUPREME COURT REPORTS [2023] 8 S.C.R.

A 20. According to the learned Amicus, the Authorities are competent
to verify the preambular recitals in Clauses (D), (F) and (H) along with
the entire recitals, to ascertain whether the instrument purports to provide
for a larger transaction than projected in the Schedule. He would no
doubt point out that the earlier view of judicial review in these matters
favoured a very limited power to the registering authority in traversing
B
beyond the document (See Himalaya Space House Company Limited
v. Chief Controlling Revenue Authority 3). He would point out
subsequent legislative changes by different legislatures which included
Section 47A as also the insertion of the proviso to Section 27 by the
Andhra Pradesh Amending Act (Act 8 of 1988), has expanded the power
C of the authority. He would contend that such an exercise would have the
blessing of the law laid down in Duncans Industries Limited (supra)and
also the view taken by this Court in Chief Controlling Revenue
Authority v. Coastal Gujarat Power Ltd. and others4. The Authorities
could verify the true extent and market value of the specified immovable
property. The power flows from Section 27 and Section 47A of the Act.
D
He would draw our attention to the definition of the word ‘immovable
property’ in the Registration Act, 1908, the General Clauses Act, 1897
and the Transfer of Property Act, 1882. He would also point to Section
8 of the Transfer of Property Act, 1882, as a relevant provision, which
sheds light and which should guide the Officer. The Authorities can and
E must break down the transaction or the instrument and demarcate the
distinct matters and assess the matters separately and charge the
aggregate of the stamp duty under Section 5 of the Act. He would submit
that the registering authority is entitled to verify statements in D, F and
H in conjunction with entire recitals to ascertain, if the instrument
purported to provide for a larger transaction than seen projected in the
F
schedule. Further, the appellant could ascertain by any measures indicated
in Section 27 read with Section 47A as to whether the immovable property
is wholly and properly described. This may include an exercise of verifying
whether there is any embedded plant and machinery that ought to have
been shown as immovable property and was wrongly excluded. He pointed
G out that the original transaction comprised the sale of all the following
categories of assets of the company in liquidation. They are as follows:
A. Land and Building – which is immovable property.
3
(1972) 1 SCC 726
4
(2015) 10 SCC 700
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1121
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

B. Plant and Machinery that may be permanently embedded to A
the earth and answering thedescription of immovable property as
defined.
C. Plant and Machinery and other effects which may not come
under the description of immovable property and hence constitute
movable property. B
D. Current Assets and Motor Vehicle which are movable property.
21. He would point out that there were four distinct matters which
were comprised in the composite sale.
22. The third respondent is the Company in liquidation represented C
by Official Liquidator. A Counter Affidavit has been filed in this Court. It
is, inter alia, disclosed that based on the Order of the High Court, a
Valuation Report was obtained from a Valuer. According to the Valuation
Report, the land, building and civil works were valued at Rs.4013000/-.
Plant and machinery were valued at Rs.6,22,10,000/-. That apart, raw D
materials were valued at Rs.15,00,000/- and furniture, etc., were valued
at Rs.3,50,000/-. A Valuation Report was also submitted on behalf of the
Canara Bank wherein the value was shown as Rs. 25,10,275/- as FMV
and Rs.1510705/- as disposal value. The Official Liquidator proceeded
to set the value, taking the value as indicated hereinbefore, given by the
Valuer, in regard to land, building and civil works and plant and machinery. E
The current assets, raw materials, furniture and fittings were shown as
carrying the value of Rs.43,60,000/-. The second respondent herein made
the highest offer of Rs.8,35,00,000/- for the properties of the company
as a lot. Shri Gopal Jha would, in fact, point out that the High Court had
made it clear that while permitting the sale in favour of the first respondent F
the stamp duty would be as determined by the authority and that the
liquidator could not be blamed.
ANALYSIS
23. The expression “instrument” is defined under Section 2(14)
of the Act as under: G

“(14) “instrument” includes—
(a) every document, by which any right or liability is, or purports
to be, created, transferred, limited, extended, extinguished or
recorded; H
1122 SUPREME COURT REPORTS [2023] 8 S.C.R.

A (b) a document, electronic or otherwise, created for a transaction
in a stock exchange or depository by which any right or liability is,
or purports to be, created, transferred, limited, extended,
extinguished or recorded; and
(c) any other document mentioned in Schedule I,
B
but does not include such instruments as may be specified by
the Government, by notification in the Official Gazette.”
24. Sections 3, 4 and 5 of the Act must be noticed and they read
as follows:
C “3. Instruments chargeable with duty. —Subject to the provisions
of this Act and the exemptions contained in Schedule I, the
following instruments shall be chargeable with duty of the amount
indicated in that Schedule as the proper duty therefore respectively,
that is to say—
D (a) every instrument mentioned in that Schedule which, not having
been previously executed by any person, is executed in India on
or after the first day of July, 1899;
(b) every bill of exchange payable otherwise than on demand] or
promissory note drawn or made out of India on or after that day
E and accepted or paid, or presented for acceptance or payment, or
endorsed, transferred or otherwise negotiated, in India; and
c) every instrument (other than a bill of exchange, or promissory
note) mentioned in that Schedule, which, not having been previously
executed by any person, is executed out of India on or after that
F day, relates to any property situate, or to any matter or thing done
or to be done, in India and is received in India:
Provided that no duty shall be chargeable in respect of—
(1) any instrument executed by, or on behalf of, or in favour of,
G the Government in cases where, but for this exemption, the
Government would be liable to pay the duty chargeable in respect
of such instrument;
(2) any instrument for the sale, transfer or other disposition, either
absolutely or by way of mortgage or otherwise, of any ship or
H vessel, or any part, interest, share or property of or in any ship or
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1123
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

vessel registered under the Merchant Shipping Act 1894, Act No. A
57 & 58 Vict. c. 60 or under Act XIX of 1838 Act No. or the
Indian Registration of Ships Act, 1841, (CX of 1841) as amended
by subsequent Acts.
4. Several instruments used in single transaction of sale, mortgage
or settlement. — (1) Where, in the case of any sale, mortgage or B
settlement, several instruments are employed for completing the
transaction, the principal instrument only shall be chargeable with
the duty prescribed in Schedule I, for the conveyance, mortgage
or settlement, and each of the other instruments shall be chargeable
with a duty of one rupee instead of the duty (if any) prescribed
C
for it in that Schedule.
(2) The parties may determine for themselves which of the
instrument so employed shall, for the purposes of sub-section (1),
be deemed to be the principal instrument:
Provided that the duty chargeable on the instrument so determined D
shall be the highest duty which would be chargeable in respect of
any of the said instruments employed.
5. Instruments relating to several distinct matters. — Any
instrument comprising or relating to several distinct matters shall
be chargeable with the aggregate amount of the duties with which E
separate instruments, each comprising or relating to one of such
matters, would be chargeable under this Act.”
25. The next relevant provision is Section 27 of the Indian Stamp
Act.
F
“27. Facts affecting duty to be set forth in instrument. —The
consideration (if any) and all other facts and circumstances
affecting the chargeability of any instrument with duty, or the
amount of the duty with which it its chargeable, shall be fully and
truly set forth therein.”
G
26. Vide Andhra Pradesh Amendment Act 8 of 1988, the following
proviso was added to Section 27:
“Provided that a registering officer appointed under the Registration
Act, 1908 or any other officer authorised in this behalf, may inspect
the property, which is the subject matter of such instrument, make H
1124 SUPREME COURT REPORTS [2023] 8 S.C.R.

A necessary local enquiries, call for and examine all the connected
records and satisfy that the provisions of this section are complied
with.”
27. The next relevant provision is Section 47A inserted by Andhra
Pradesh (Amendment) Act, which reads as follows:
B
“47-A. Instruments of conveyance, etc., under-vaulted how to
the dealt with: - (1) where the registering officer appointed under
the Registration Act, 1908, (Central Act 16 of 1908), while
registering any instrument of conveyance, exchange, gift partition,
settlement, release , agreement relating to construction,
C development or sale of any immovable property or power of
attorney given for sale, development of immovable property, has
reason to believe that the market value of the property which is
the subject matter or such instrument has not been truly setforth
in the instrument, or that the value arrived at by him as per the
guidelines prepared adopted by the parties, he may keep pending
D
such instrument, and refer the matter to the Collector for
determination of the market value of the property and the proper
duty payable thereon:
Provided that no reference shall be made by the registering officer
unless an amount equal to fifty percent of the deficit duty arrived
E
at by him is deposited by the party concerned.
(2) On receipt of a reference under sub section (1), the Collector
shall after giving the parties an opportunity of making their
representation and after holding an enquiry in such manner as
F may be prescribed by rules made under this Act, determine the
market value of the property which is the subject matter of such
instrument and the duty as aforesaid:
Provided that no appeal shall be preferred unless and until the
difference, if any, in the amount of duty is paid by the person
G liable to pay the same, after deducting the amount already deposited
by him. Provided further that where after the determination of
market value by the Collector, if the stamp duty borne by the
instrument is found sufficient the amount deposited shall be
returned to the person concerned without interest.

H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1125
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

(3) the Collector may suo motu within two year from the date of A
registration of such instrument, not already referred to him under
sub section (1), call for an examine the instrument for the purpose
of satisfying himself as to the correctness of the market value of
the property which is the subject matter of such instrument and
the duty payable thereon and if, after such examination, he has
B
reason to believe that market value of such property has not been
truly set forth in the instrument, he may determine the market
value of such property and the duty as aforesaid in accordance
with the procedure provided for in subsection (2). The difference,
if any in the amount of duty, shall be payable by the person liable
to pay the duty: Provided that noting in this sub-section shall apply C
to any instrument registered before the date of commencement
of the India Stamp (Andhra Pradesh Amendment) act, 1971.
(3-A) (i) The Inspector General may suo motu, call for and examine
the record of any order passed or proceeding recorded by the
Collector under subSection (3), and if such order or proceeding D
recorded is found leading to loss of legitimate revenue due to
disregard of market value by the Collector, based on mistake,
omission, or failure to take any factual evidence effecting the
market value of the property, may make such enquiry or cause
such enquiry and inspection of the property to be made and subject
E
to the provisions of this Act, may initiate proceedings to revise,
modify or set aside such order or proceeding and may pass such
order in reference thereto as he thinks fit determining the market
value and corresponding deficit stamp duty: Provided that the
powers conferred under this clause shall be invoked within a period
of six months from the date of the order or proceeding issued by F
the Collector under sub-section (3);
(ii) The power under clause (I) shall not be exercised by the
authority specified therein in respect of any issue or question which
is the subject matter of an appeal before, or which was decided
on appeal by the appellate authority under sub-section (5); G
(iii) no order shall be passed under Clause (I) enhancing any duty
unless an opportunity has been given to the party to show cause
against the proposed revision of market value and deficit stamp
duty;
H
1126 SUPREME COURT REPORTS [2023] 8 S.C.R.

A (iv) where any action under this sub-section has been deferred on
account of any stay order granted by the Court in any case, or by
reason of the fact that another proceeding is pending before the
Court involving a question of law having a direct bearing on the
order or proceeding in question, the period during which the stay
order was in force or each proceeding was pending shall be
B
excluded in computing the period of six months specified in the
proviso to clause (I) of this section for the purposes of exercising
the power under this sub-section.
(4) Any person aggrieved by an order of the Collector under sub-
section (2) or sub-section (3) may appeal to the appellate authority
C
specified in sub-section (5). All such appeals shall be preferred
within such time and shall be heard and disposed of in such manner,
as may be prescribed by rules made under this Act.
(4A) Any person aggrieved by the order of the Inspector General
under subsection (3A) may appeal to the High Court within a
D
period of two months from the date of receipt of such order.
(5) The appellate authority shall be—-
(i) in the cities of Hyderabad and Secunderabad, the City Civil
Court,
E
(ii) elsewhere— (a) the Subordinate Judge or if there are more
than one Subordinate Judge, the Principal Subordinate Judge,
having jurisdiction over the area in which the property concerned
is situated; or

F (b) if there is no such Subordinate Judge, the District Judge having
jurisdiction over the area aforesaid.
(6) For the purpose of this Act, market value of any property shall
be estimated to be the price which in the opinion of the Collector
or the appellate authority, as the case may be, such property would
G have fetched or would fetch if sold in the open market on the date
of execution of any instrument referred to in sub-section (1);
Provided that in respect of instruments executed by or on behalf
of the Central Government or the State Government or any
authority or body incorporate by or under any law for the time
H being in force and wholly owned by Central/state Government,
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1127
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

the market value of any property shall be the value shown in such A
instrument.”
28. Now, we must notice the definition of the word ‘immovable
property’ in the Registration Act, General Clauses Act, and the Transfer
of Property Act. We must also advert to Section 8 of the Transfer of
Property Act: B
“In the Registration Act, 1908, the definition is;
“1(6) “Immovable Property” includes land, buildings, hereditary
allowances, rights to ways, lights, ferries, fisheries or any other
benefit to arise out of land, and things attached to the earth, or C
permanently fastened to anything which is attached to the earth,
but not standing timber, growing crops nor grass;
In the General Clauses Act, 1897 it reads:
“3(26) “immovable property” shall include land, benefits to arise
out of land, and things attached to the earth, or permanently D
fastened to anything attached to the earth;
Transfer of Property Act, 1882
3. …
“immoveable property” does not include standing timber, growing E
crops or grass; “instrument”, means a non-testamentary
instrument;
Section 8 of Transfer of Property Act, 1882
“8.Operation oftransfer.—Unless a different intention is expressed F
or necessarily implied, a transfer of property passes forthwithto
the transferee all the interest which the transferor is then capable
of passing in the property, and in the legal incidents thereof. Such
incidents include, where the property is land, the easements
annexed thereto, the rents and profits thereof accruing after the
transfer, and all things attached to the earth; and, where the G
property is machinery attached to the earth, the moveable parts
thereof; and, where the property is a house, the easements annexed
thereto, the rent thereof accruing after the transfer, and the locks,
keys, bars, doors, windows and all other things provided for
permanent use therewith; and, where the property is a debt or H
1128 SUPREME COURT REPORTS [2023] 8 S.C.R.

A other actionable claim, the securities therefor (except where they
are also for other debts or claims not transferred to the transferee),
but not arrears of interest accured before the transfer; and, where
the property is money or other property yielding income, the interest
or income thereof accruing after the transfer takes effect.”
B 29. In Member, Board of Revenue (supra), this Court had the
occasion to expound the law by interpreting Sections 3, 4, and 5 of the
Indian Stamp Act. In the said case, the Respondent therein had executed
a power of attorney. The power of attorney countenanced power being
conferred on the agent by the respondent in his individual capacity and
also in other capacities such as trustee, etc. The question which inter
C
alia fell for decision was whether the word ‘matter’ in Section 5 was to
be conflated with category. It is necessary to notice what the majority of
this Court held:
“4. We are unable to accept the contention that the word “matter”
in Section 5 was intended to convey the same meaning as the
D
word “description” in Section 6. In its popular sense, the expression
“distinct matters” would connote something different from distinct
“categories”. Two transactions might be of the same description,
but all the same, they might be distinct. If A sells Black-acre
to X and mortgages White-acre to Y, the transactions fall under
E different categories, and they are also distinct matters. But
if A mortgages Black-acre to X and mortgages White-acre to Y,
the two transactions fall under the same category, but they would
certainly be distinct matters. If the intention of the legislature was
that the expression ‘distinct matters’ in Section 5 should be
understood not in its popular sense but narrowly as meaning
F
different categories in the Schedule, nothing would have been
easier than to say so. When two words of different import are
used in a statute in two consecutive provisions, it would be difficult
to maintain that they are used in the same sense, and the conclusion
must follow that the expression “distinct matters” in Section 5
G and “descriptions” in Section 6 have different connotations.
xxx xxx xxx
7. The error in this argument lies in thinking that the object and
scope of Sections 4 to 6 are the same, which in fact they are not.
Section 4 deals with a single transaction completed in several
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1129
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

instruments, and Section 6 with a single transaction which might A
be viewed as falling under more than one category, whereas
Section 5 applies only when the instrument comprises more than
one transaction, and it is immaterial for this purpose whether those
transactions are of the same category or of different categories.
The topics dealt with in the three sections being thus different, no
B
useful purpose will be served by referring to Section 4 or Section
6 for determining the scope of Section 5 or for construing its terms.
It is not without significance that the legislature has used three
different words in relation to the three sections, “transaction” in
Section 4, “matter” in Section 5, and “description” in Section 6.”
C
30. In the Judgment of this Court in Himalaya Space House
Company Limited (supra), this Court was dealing with the case under
the Act containing Section 27 sans the proviso added by the Andhra
Pradesh Act. Paragraph 11 of the judgment reads as under:
“11. It was urged that in view of Section 27 of the Stamp Act, it
D
was permissible for the Revenue to look into the terms and
conditions of the agreements entered into by Uttamchand with
the various persons to whom he had assigned flats, offices and
shops, particularly in view of the fact that the impounded document
makes reference to those agreement. We are not able to accept
that contention. Section 27 prescribes that “The consideration (if E
any) and all other facts and circumstances affecting the
chargeability of any instrument with duty, or the amount of the
duty with which it is chargeable shall be fully and truly set forth
therein”. It is true that in view of this provision, the parties to a
document are required to set forth in the document fully and truly
F
the consideration (if any) and all other facts and circumstances
affecting the chargeability of that document with the duty or the
amount of the duty with which it is chargeable. But a failure to
comply with the requirements of that section is merely punishable
under Section 64 of the Stamp Act. No provision in the Stamp Act
empowers the Revenue to make an independent inquiry of the G
value of the property conveyed for determining the duty
chargeable. Article 23 is the article that governs the charging of
stamp duty on “conveyance”. That article to the extent relevant
for our present purpose reads:
H
1130 SUPREME COURT REPORTS [2023] 8 S.C.R.

A “23. Conveyance as defined by Section 2(10) not being a transfer
charge or exempted under Section 52. Where the amount or value
of the consideration for such conveyance as set forth therein….”
(emphasis supplied)
31. In other words, the Court apparently approved of the view
B
taken that the Court should look at the instrument as it stood (see ILR 27
Bom 279 referred to in para 12).
32. Duncans Industries Limited (supra) is a case which arose
under the Registration Act, 1908 and Section 47A of the Act [Section
C 47A considered in the case was an amendment by the Uttar Pradesh
Legislature]. It involved a transfer on “as is where is” basis and “as a
going concern” of a fertilizer business in favour of the appellant company.
This was preceded by an agreement which involved also expressly the
transfer of plant and machinery. The Collector levied stamp duty and
penalty on the basis that since the transfer contemplated the sale of the
D unit as a going concern, the intention of the Vendor was to transfer all
properties in the fertilizer business in question. The High court had held
that the machineries which formed fertilizer plant was permanently
embedded in the earth with an intention of running the factory. It was
found that the machineries were immovable property which were
permanently attached to the earth. Para 8 of the said judgment reads as
E
under:
“8. …The question whether a machinery which is embedded in
the earth is moveable property or an immovable property, depends
upon the facts and circumstances of each case. Primarily, the
F court will have to take into consideration the intention of the parties
(sic party) when it decided to embed the machinery, whether such
embedment was intended to be temporary or permanent. A careful
perusal of the agreement of sale and the conveyance deed along
with the attendant circumstances and taking into consideration
the nature of machineries involved clearly shows that the
G machineries which have been embedded in the earth to constitute
a fertilizer plant in the instant case, are definitely embedded
permanently with a view to utilise the same as a fertilizer plant.
The description of the machines as seen in the schedule attached
to the deed of conveyance also shows without any doubt that
they were set up permanently in the land in question with a view
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1131
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

to operate a fertilizer plant and the same was not embedded to A
dismantle and remove the same for the purpose of sale as
machinery at any point of time. The facts as could be found also
show that the purpose for which these machines were embedded
was to use the plant as a factory for the manufacture of fertilizer
at various stages of its production………
B
“10. The next question for consideration is whether the vendor
did transfer the title of the plant and machinery in the instant case
by the conveyance deed dated 9-6-1994. Here again, it is
imperative to ascertain the intention of the parties from the material
available on record. While ascertaining the intention of the parties,
C
we cannot preclude the contents of the agreement pursuant to
which the conveyance deed in question has come into existence.
We have noticed that as per the agreement it is clear that what
was agreed to be sold is the entire business of fertilizer on an “as
is where is” basis including the land, building thereon, plant and
machinery relating to fertilizer business — description of which is D
found in the definition of the term “fertilizer business” in the
agreement itself which has been extracted by us hereinabove. It
is not the case of the appellant when it contends that the possession
of plant and machinery was handed over separately to the appellant
by the vendor, that these machineries were dismantled and given
E
to the appellant, nor is it possible to visualise from the nature of
the plant that is involved in the instant case that such a possession
dehors the land could be given by the vendor to the appellant. It is
obviously to reduce the market value of the property the document
in question is attempted to be drafted as a conveyance deed
regarding the land only. The appellant had embarked upon a F
methodology by which it purported to transfer the possession of
the plant and machinery separately and is contending now that
this handing over possession of the machinery is dehors the
conveyance deed. We are not convinced with this argument. Apart
from the recitals in the agreement of sale, it is clear from the
G
recitals in the conveyance deed itself that what is conveyed under
the deed dated 9-6-1994 is not only the land but the entire fertilizer
business including plant and machinery. A perusal of clauses 10,
11 and 13 of the said deed shows that it is the fertilizer factory
which the vendor had agreed to transfer along with its business
H
1132 SUPREME COURT REPORTS [2023] 8 S.C.R.

A as a going concern and to complete the same the conveyance
deed in question was being executed. There is implicit reference
to the sale of fertilizer factory as a going concern in the conveyance
deed itself….”
11. Learned counsel for the appellant has placed for our
B consideration a judgment of this Court in the case of Himalaya
House Co. Ltd. v. Chief Controlling Revenue Authority [(1972)
1 SCC 726] to contend that a mere reference to an earlier
agreement does not amount to incorporation of the terms and
conditions of an earlier transaction or the intention of the parties.
We have carefully considered the said judgment and, in our opinion,
C
that judgment does not in any manner lay down the law in absolute
terms that a court cannot look into prior agreements while
considering the intention of the parties for finding out what actually
is the property that is conveyed under the deed under consideration.
It is again based on facts of that case that this Court came to the
D conclusion therein that the so-called terms and conditions which
were found in an earlier agreement were not intended to be
incorporated in the subsequent document….
13. For the reasons stated above, we are of the considered opinion
that the vendor as per the conveyance deed dated 9-6-1994 has
E conveyed the title it had not only in regard to the land in question
but also to the entire fertilizer business on “as is where is” condition
including the plant and machinery standing on the said land.
Therefore, the authorities below were totally justified in taking
into consideration the value of these plant and machineries along
with the value of the land for the purpose of the Act.”
F
(Emphasis supplied)
33. In Chief Controlling Revenue Authority (supra), the
respondent secured financial assistance from a few lenders who formed
a consortium and executed an agreement appointing one bank as its lead
G trustee. The respondent executed the mortgage with the lead trustee.
The Revenue contended that the respondent had availed assistance from
13 lenders and, therefore, it was required to execute the mortgage deed
in respect of 13 lenders.Thus, in substance the single mortgage deed
with the lead trustee was a combination of 13 mortgages. This Court
noted, inter alia, that the instrument of mortgage had come into existence
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1133
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

only after separate loan agreements were entered into by the borrower A
with regard to separate loans advanced. The Court drew inspiration
from Member, Board of Revenue(supra) and held that had the borrowers
entered into separate mortgage deeds with the 13 financial institutions
there would have been a separatedocuments. It was consequently found
that the single mortgage must be treated as dealing with distinct matters
B
within the meaning of Section 5 of the Act and justified the stand of the
Revenue.
34. We have set out the Preamble and also the recitals in the sale
deed. This is besides capturing the background leading up to the execution
of the sale deed in favour of the first respondent. The second respondent
C
was, undoubtedly, the auction purchaser. The auction sale related to the
assets of the company, which included the land, the building, the plant
and machinery and other assets. The vendee, who under the sale deed
is the first respondent, being the nominee of the second respondent.It
has been recited in Clause (H) that the vendee has paid the full
consideration. More significantly, it is stated therein also that as per the D
terms of the sale properties have been sold by the vendor to the vendee
on ‘as is where is whatever there is basis’. The total sale consideration,
it is clear again from the sale deed itself, is Rs.8.35 crores, for the land,
building, civil works, plant and machinery and current assets, etc.
However, what had been done is an amount of Rs.10105000/- has been
E
taken as the value of the land, building and civil works based on the offer
received by the Liquidator, when the assets were put up for sale
individually. It is further stated that the purchaser has agreed to pay the
stamp duty/registration fees/transfer fees as per the value derived by
the Sub-Registrar. This last statement is traceable to order dated
15.06.2004 passed in civil Appeal 1202 of 2004 which we have referred F
to in paragraph 6. A copy of the said order is enclosed with the sale
deed. It is further stated that the 46 acres and a few cents was ‘now’
registered in favour of the vendee. In the Recital Clause, thereafter,
what has been purported to be done is that it is shown that the vendors
have sold, transferred, conveyed, alienated, assigned to the vendee all
G
the scheduled property. The matter does not end there. The aforesaid
recital is followed up with the words ‘along with all the rights, easements,
interests, etc., the rights which ordinarily passed on through such sale on
and over the said land in favour of the vendee and to hold and enjoy the
same as absolute owner. In the Schedule, no doubt, what is mentioned is
46 acres and a little over 71 cents. We have already referred to the H
1134 SUPREME COURT REPORTS [2023] 8 S.C.R.

A conduct of the first and second respondents, which commended itself to
the learned Single Judge as conveying the impression that they wanted
to repair and maintain the plant and machinery. Furthermore, they have
also sought the benefit of the exemption provided under GoMS 103 dated
07.02.2001, which Government Order purported to provide for certain
concessions in the form of exemption from stamp duty and registration
B
fee in favour of industrial units. We are in agreement with the view
taken by the learned Single Judge that the unit was purported to be
operated as a going concern and apparently the first respondent did not
intend to dispose of the plant and machinery as scrap. Bearing in mind
this context, we proceed to examine the exigibility of the plant and
C machinery to stamp duty under the Act.
35. We have referred to Sections 3, 4 and 5 of the Act. We have
also adverted to the interpretation traced on the same by this Court in
Member, Board of Revenue(supra). The learned Amicus would submit
that plant and machinery would constitute ‘distinct matters’ within the
D meaning of Section 5 of the Act. To put it differently, distinct matters are
dealt with in one instrument, viz., the sale deed in question. If different
instruments had been executed purporting to convey land, building, plant
and machinery, it would be the aggregate of the value of such matters,
which would have exposed them to duty. If instead of separate
instruments, distinct matters are made subject matter of one instrument,
E
then, it would hardly matter and the liability to pay duty would be still
found within the four walls of Section 5 of the Act.
36. It is, no doubt, true that what is purported to be conveyed,
going by the Recital Clause, is, at first blush, the land as comprised in the
Schedule, viz., 46 and odd acres. What is conveyed is immovable property.
F
Immovable property has been defined in the General Clauses Act, 1897
as ‘including land, benefits to arrive out of land and things attached to
the earth or permanently fastened to anything attached to the earth’.
When it comes to the definition of ‘immovable property’ in the Transfer
of Property Act, it has been defined as ‘not including standing timber,
G growing crops or grass’. In the Registration Act, 1908, immovable
property includes, apart from land and buildings, things attached to the
earth or permanently fastened to anything which is attached to the earth
but not including standing timber, growing crops or grass. Most importantly,
we cannot also be oblivious that Section 8 of the Transfer of Property
Act declares that in the absence of an express or implied indication, a
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1135
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

transfer of property passes to the transferee all the interests, which the A
transferor was capable of passing in the property and in the legal incidents
thereof. Such incidentsincludes, inter alia, where the property is land, all
things attached to the earth. When the property is machinery attached
to the earth, the movable parts thereof also are comprehended in the
transfer.
B
37. In the Recital Clause, a proper reading of the same would
tend to indicate that what is conveyed is rights over the scheduled property,
which, no doubt, is the land, as described in the Schedule but it includes
all the rights, easements, interests, etc., i.e., the rights which ordinarily
passed on such sale over the land. It is from a reading the said recital in
C
conjunction with Section 8 of the Transfer of Property Act that the
intention of the parties become self-evident that the vendor intended to
convey, all things, which inter alia stood attached to the earth. The
mere fact that there is no express reference to plant and machinery in
the Recital Clause cannot mean that the interest in the plant and machinery
which stood attached to the land, which was scheduled, was not conveyed D
to the first respondent. The value of, what was actually purchased, has
been expressly set out in the Preamble to the sale deed. The value has
been reflected as Rs.8.35 crores. The sum of Rs.8.35 crores had been,
inunambiguousterms, indicated as the total sale consideration for the
asset sold to the first respondent, comprising of land, building, civil works,
E
plant and machinery and current assets, etc. The first respondent hastaken
out the value of the land, building and civil works, and shown it at
Rs.10105000/-, and then indicating only the said amount as value. This is
apparently to tide over the liability to stamp duty for what was actually,
in law, conveyed to the first respondent. The Division Bench appears to
have proceeded on the basis that the first appellant could not force F
Respondents 1 and 2 to pay stamp duty on the value of the plant and
machinery, when they do not seek its registration. As respondents 1 and
2 had given up their claim for exemption based on the Government Order,
the Division Bench accepted the same. The Division Bench overlooked
the nature of the transaction, the effect of the auction sale, the property
G
sold and their value, and the fact that the Company Judge had by order
dated 15.06.2004 left it open to the authority to determine the liability.
The Division Bench did not consider the preambular part. It alsofailed
tobear in mind the power available with the authorities.

H
1136 SUPREME COURT REPORTS [2023] 8 S.C.R.

A 38. The effort of respondents 1 and 2 was to avoid payment of
the stamp duty as due in law. The Division Bench erred in not noticing
the true purport of the sale deed in conjunction with Section 8 of the
Transfer of Property Act and the definition of the word ‘immovable
property’, which we have adverted to. Viewed in the context of Duncans
Industries Limited (supra) and Member, Board of Revenue (supra), as
B
also the other attendant facts, including the contents of the Preambular
portion, as also the conduct of the Respondents 1 and 2, it would be
clear that the sale deed operated to convey the rights over the plant and
machinery as well, which was comprised in the land scheduled in the
sale deed. As far as the plant and machinery is concerned, it must,
C however, be only such plant and machinery, which was permanently
embedded to the earth and answering the description of the immovable
property as defined. It would appear that such an inquiry was not done
to ascertain the same by the appellants.
39. The proviso to Section 27 of the Act, added by the Andhra
D Pradesh Amending Act (8 of 1988), does empower the Officer to inspect
the property, make local inquiries in the facts, call for connected records,
examine them and satisfy that the provisions of Section 27 are complied
with. Section 27, undoubtedly, provides that the consideration, if any, and
the other facts and circumstances, affecting the chargeability of any
instrument or the amount of duty, must be fully and correctly set forth.
E
Equally, Section 47A of the Andhra Pradesh Amending Act (8 of 1988),
empowers the Registering Officer to deal with undervalued instruments.
We have adverted to the provision and it provides for an elaborate
procedure to deal with the problem of undervaluation. It may be true
that Section 27 of the Act read with Section 64, as interpreted in Himalaya
F Space House Company Limited (supra), was understood as meaning
only that failure to comply with Section 27, was punishable under Section
64. The Court, in the said case, in fact, noted the absence of any provision,
empowering the Revenue to make an independent inquiry for determining
the value of the property. As far as Andhra Pradesh is concerned, with
the addition of the proviso to Section 27, power has been conferred on
G
the Authority, which was found conspicuous by its absence in Himalaya
Space House Company Limited (supra). This is besides Section 47A
of the Act.
40. We would think that the learned Amicus is right in pointing out
that in the nature of the transaction, and what was actually sold by the
H
THE SUB REGISTRAR, AMUDALAVALASA & ANR. v. M/S 1137
DANKUNI STEELS LTD. & ORS. [K. M. JOSEPH, J.]

Official Liquidator, plant and machinery, such as would answer the A
description of immovable property, must also be found part of the property
for the purpose of the stamp duty and other charges as per law.
41. There are two aspects, which remain. Firstly, as noted by us,
on account of the default of the appellants to effect service on the second
respondent, the SLP stood dismissed. We, however, notice that, at the B
request of the second respondent, the Company Court ordered that the
sale deed be executed in favour of its nominee, viz., the first respondent.
The first respondent, accordingly, became the vendee under the sale
deed. It is the first respondent, which is liable in law as vendee to pay
the stamp duty. Therefore, we would think that the absence of the second
C
respondent, may not affect passing of an order as against the first
respondent, which, as the vendee, is the entity liable to bear the liability
towards stamp duty.Another aspect is that the matter may have to go
back to consider the actual plant and machinery as would answer the
description of immovable property as correctly pointed out by the learned
Amicus. The passage of time may have its bearing. But it may have to D
be carried out.
42. As noticed by us, the appellants had also appealed against the
Judgment of the learned Single Judge. The Single Judge, it must be
remembered, while upholding the Order of the second appellant (District
Registrar) in regard to the value of the plant and machinery, had directed E
deducting the value of the current assets and also directed making
available benefits of GoMS 103 dated 07.02.2001. Apparently,
Respondents 1 and 2 in the Appeal gave up their claim to the exemption
on the basis that they succeeded in having the sale deed registered
without having to include the value of plant and machinery before the
F
Division Bench. The stand of the appellants would appear to be that
GoMS 103 dated 07.02.2001 applied to new industrial units other than
those listed as ineligible under GoMS 9 dated 05.01.2001. It appears to
be their case that the subject industry is a mini steel industry and mini
steel industry plants were not eligible and the item appears as Item 56 in
Annexure 1 to GoMS 9 dated 05.01.2001.Since, the respondents gave G
up their claim for exemption, the case of the appellants was not gone
into by the Division Bench. We are of the view that the second appellant
can look into this aspect as well.
43. The upshot of the above discussion is that the Appeal filed
against Writ Appeal No. 1873 of 2005 is allowed. The Appeal filed against H
1138 SUPREME COURT REPORTS [2023] 8 S.C.R.

A the Judgment in Writ Appeal No. 2457 of 2005 is partly allowed. The
impugned Judgment is set aside and we restore the Judgment of the
learned Single Judge subject to the modification that we set aside the
direction to the second appellant to give the benefit of GoMS 103 dated
07.02.2001. The second appellant will ascertain the value of plant and
machinery on the basis of it answering the description of the immovable
B
property as understood in law. The second appellant will also go into the
question, whether the first respondent would be entitled to the benefit of
the exemption of stamp duty, etc., as claimed while taking a decision and
make available theexemption, if entitled in law.We make it clear that the
second respondent cannot be made liable under this judgment. Parties
C will bear their respective costs.

Divya Pandey Appeals disposed of.
(Assisted by : Roopanshi Virang, LCRA)

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