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Interpretation of an agreement under the Stamp Act - Whether the agreement should be considered a deed of conveyance or a contract of sale - Stamp duty implications - Validity of the agreement for the purpose of stamp duty - Application of section 104 of the Indian Companies Act on the agreement. Analysis: The judgment pertains to a reference from the Board of Revenue under the Stamp Act concerning an agreement dated January 26, 1921, between two parties. The agreement involved the sale of business undertakings, assets, and shares between the parties. The consideration included the allotment of shares, payment of outstanding debts, and transfer of properties. The agreement specified that the vendors would sell and the company would purchase the assets with effect from January 1, 1920. The possession of the premises was to be given to the company upon completion of the purchase. Subsequently, a sale-deed was executed for immovable property, but no transfer deed was executed for goodwill or movable properties. The Government Advocate contended that the agreement should have been stamped as a deed of transfer rather than a mere agreement, as it involved conveyance of movable properties and a contract of sale of shares. However, the court analyzed the language of the agreement and concluded that it was a contract between the parties, intended to be completed in the future, with no immediate transfer of properties. The court highlighted that while immovable properties had a subsequent transfer deed, movable properties could be transferred by delivery without a fresh deed. The court emphasized that the agreement did not amount to a deed of conveyance but was a contract for which the stamp duty had been duly paid. The court also addressed the application of section 104 of the Indian Companies Act on the agreement, noting that the allotment of shares was to take place after the agreement was executed. The court opined that the provisions of the Companies Act did not mandate the levy of duty on an agreement for future allotment of shares. Ultimately, the court held that the agreement should not be considered a deed of conveyance, and the duty paid under the Stamp Act was sufficient. The court declined to delve into the Registrar's acceptance of the agreement as a contract of sale under the Companies Act, as the duty had been paid in accordance with the Stamp Act. In conclusion, the court determined that the agreement was not a deed of conveyance but a contract, and the stamp duty paid was adequate. The court's decision focused on the interpretation of the agreement's language and the distinction between a conveyance and a contract, ultimately upholding the validity of the agreement for stamp duty purposes.
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