{"id":4310,"date":"2007-02-09T00:00:00","date_gmt":"2007-02-08T18:30:00","guid":{"rendered":"https:\/\/www.legalindia.com\/judgments\/ms-waterfall-estate-east-pvt-vs-the-state-of-tamil-nadu-on-9-february-2007"},"modified":"2018-05-24T15:10:05","modified_gmt":"2018-05-24T09:40:05","slug":"ms-waterfall-estate-east-pvt-vs-the-state-of-tamil-nadu-on-9-february-2007","status":"publish","type":"post","link":"https:\/\/www.legalindia.com\/judgments\/ms-waterfall-estate-east-pvt-vs-the-state-of-tamil-nadu-on-9-february-2007","title":{"rendered":"M\/S.Waterfall Estate (East) Pvt. … vs The State Of Tamil Nadu on 9 February, 2007"},"content":{"rendered":"
Madras High Court<\/div>\n
M\/S.Waterfall Estate (East) Pvt. … vs The State Of Tamil Nadu on 9 February, 2007<\/div>\n
       \n\n  \n\n  \n\n \n \n           IN THE HIGH COURT OF JUDICATURE AT MADRAS\n\n                     Dated :  09.02.2007\n\n                           CORAM:\n\n            THE HON'BLE MR. JUSTICE M.E.N.PATRUDU\n\n\n               W.P.Nos.12920 & 12921 of 2006 &\n        WPMP NO.14511, 14512, 14514  &n 14515 of 2006\n\n\n\nM\/s.Waterfall Estate (East) Pvt. Limited\nReg. Office New No.68, (Old NO.63)\nCathedral Road, Gopalapuram\nChennai - 500 086\nRep. By its Director.      \t... Petitioner in W.P.No.12920\/06\n\nM\/s.Waterfall Estate (West) Pvt. Limited\nReg. Office New No.68, (Old NO.63)\nCathedral Road, Gopalapuram\nChennai - 500 086\nRep. By its Director.      \t... Petitioner in W.P.No.12921\/06\n\n\n\n                           versus\n\n\n1. The State of Tamil Nadu\n   Rep. By the Secretary to Government\n   Land and Administration\n   Secretariat, Fort St. George\n   Chennai - 600 009.\n\n2. The District Collector of Coimbatore\n   Coimbatore District\n   Coimbatore - 641 018.\n\n3. The District Registrar (Stamps)\n   Tiruppur\n   Coimbtore District.\n\n4. The Chief Controlling Revenue Authority-cum-\n   Inspector General of Registration\n   120, Santhome High Road\n   Chennai - 600 028.           ... Respondents in both WPs\n\n\n\n          Petitions   filed  under  article   226   of   the\nConstitution  of India for issuance of a writ of  Certiorari\ncalling  for  the  records  of  the  4th  respondent   dated\n14.03.2006 passed in D.Dis.No.61782\/P(1)\/2003 and quash  the\nsame   as   the   same   being   illegal,   arbitrary    and\nunconstitutional to the provisions of the Indian  Stamp  Act\nand Notification No.1224 dated 25.04.1964.\n\n         For Petitioners    : Shri.Sathish Parasaran\n\n         For Respondents    :Smt.C.K.Vishnupriya, G.A\n\n\n\n\n                        COMMON ORDER\n\n\n\n       1.00  Whether remission of stamp duty for registering\n\nthe  document  is  permissible in the transfer  of  property\n\nbetween the parent and its subsidiary company?\n\n\n\n      2.00  The  said   common question  is  involved  hence\n\ncommon order is pronounced in both the writs.\n\n\n\n      3.00 The  forceful argument of Shri.Sathish Parasaran,\n\nthe learned counsel appearing for the petitioner is that the\n\npetitioner  is exempted from paying the stamp duty  and  can\n\nget  the document registered as per  notification issued  by\n\nthe state of Tamil  Nadu and therefore the demand to pay the\n\nstamp  duty  is  illegal and the order  impugned  is  to  be\n\nquashed.\n\n\n\n      4.00 If the said argument  is accepted undoubtedly the\n\nwrit petitions are  to be allowed.\n\n\n\n      4.01   But  the  contention of the learned  Government\n\nAdvocate   appearing  for  the  respondents  is   that   the\n\nnotification  is  not  applicable  in  the   case   of   the\n\npetitioner's   transaction.   Hence  the  petitioner  cannot\n\nclaim any exemption under the notification.\n\n\n\n      5.00  Thus it is necessary  to go into the details  of\n\nthe  notification  and  the nature of notification  and  its\n\napplciation.\n\n\n\n      6.00 Before doing this exercise, the Court has to read\n\nthe relevant facts.\n\n\n\n     7.00 Facts<\/pre>\n
:\n<\/p>\n
       (i)   M\/s.Kothari   Industrial  Corporation   Limited<\/p>\n
transferred  its  two  Tea Estates  to  two  of  its   owned<\/p>\n
subsidiary companies  by name<\/p>\n
       1)M\/s.Waterfall   Estate   (East)   Private   Limited<\/p>\n
2)M\/s.Waterfall Estate (West) Private Limited<\/p>\n
      (ii) Both of them are private limited and wholly owned<\/p>\n
by petitioner.  Two instruments of transfer dated 28.09.2001<\/p>\n
and 30.11.2001 under Document Nos. 2558 of 2001 and 2582  of<\/p>\n
2001 are executed in favour of the above two private limited<\/p>\n
company.   The  documents  were presented  before   the  Sub<\/p>\n
Registrar  of Annamalai alongwith the  other documents  with<\/p>\n
certified  copy of the annual returns, balance sheet,  etc.,<\/p>\n
and  claimed  the  remission of stamp duty  relying  on  the<\/p>\n
notification No.1224 issued by the Government of Tamil Nadu.<\/p>\n
      (iii)  In  brief the notification says that where  the<\/p>\n
transfer  takes  place between the parent  company  and  its<\/p>\n
subsidiary company and one of which is the beneficial  owner<\/p>\n
of  not  less than 90% issued capital  share it is  entitled<\/p>\n
to remission of stamp duty.\n<\/p>\n<\/p>\n
      (iv)  The  sub Registrar registered the  document  and<\/p>\n
accepted the instruments of transfer.\n<\/p>\n<\/p>\n
     (v) While so, the audit objected.\n<\/p>\n<\/p>\n
     (vi) Hence the District Registrar, Tiruppur  had issued<\/p>\n
a show cause notice dated 13.02.2003 under section 33(A)  of<\/p>\n
the  Indian Stamp Act asking  to show cause as to why  Stamp<\/p>\n
duty should not be collected from the the petitioners.<\/p>\n
      (vii) The basis for issuing the said show cause notice<\/p>\n
is,   to  avail  stamp  duty  remission  under  Notification<\/p>\n
No.1224,  the  transferor company should  hold  90%  of  the<\/p>\n
issued  Capital  of  the transferee company,  and  that  the<\/p>\n
transferor  company was holding less than 90% of the  issued<\/p>\n
Capital  and therefore  the stamp duty remission was wrongly<\/p>\n
given.\n<\/p>\n<\/p>\n
     8.00  Case of petitioner:\n<\/p>\n
     (i) The contention of the petitioners  is that there is<\/p>\n
misconception  of  law and leading of the provision  of  the<\/p>\n
company law Act.  It is stated that  there is no distinction<\/p>\n
between issued capital and subscribed capital, but there  is<\/p>\n
difference  between authorised capital on the one  hand  and<\/p>\n
issued  subscribed capital on the other.  It is  staid  that<\/p>\n
the law is well settled in this regard.    Hence, the demand<\/p>\n
by  the  third respondent holding that the petitioners  were<\/p>\n
not entitled to the remission of Stamp duty is incorrect.<\/p>\n
      (ii)  When  the petitioner appealed before the  fourth<\/p>\n
respondent,  the  fourth respondent  confirmed  the  earlier<\/p>\n
orders through the impugned order dated 14.03.2006.<\/p>\n
     (iii)  The petitioners are challenging the legality and<\/p>\n
correctness of the said impugned order before this Court.<\/p>\n
      (iv)  The  main  ground on which  the  petitioners  is<\/p>\n
challenging  are  that  the  respondents  did  not  properly<\/p>\n
appreciate  the provisions of the Notification No.1224.   It<\/p>\n
is   non-application   of  mind  by  the   respondents   and<\/p>\n
Notification has to be read as a whole.\n<\/p>\n<\/p>\n
      (v)   It  is  contended that M\/s.  Kothari  Industrial<\/p>\n
Corporation  Limited is  company and the petitioners’  units<\/p>\n
are  its  subsidiary  companies  and  the  notification   is<\/p>\n
applicable in the instant case.\n<\/p>\n<\/p>\n
     9.00 Counter:\n<\/p>\n<\/p>\n
     (i) The respondents filed detailed counter.<\/p>\n
      (ii)  It  is stated that the deed of transfer executed<\/p>\n
by  M\/s. Kothari Industrial Corporation Limited in favour of<\/p>\n
M\/s.   Waterfalls  Estate  (West)  Limited   conveying   the<\/p>\n
property   in  question  for  a  consideration   amount   of<\/p>\n
Rs.11  crores  and  the  duty borne  by  the  deed  is  nil.<\/p>\n
However,   the   said   sale  deed  was  registered.    Then<\/p>\n
Accountant General’s audit noted the incorrect remission  of<\/p>\n
stamp duty was accorded leading to loss of proper stamp duty<\/p>\n
and it is huge loss of revenue.\n<\/p>\n<\/p>\n
      (iii)   The forceful contention of the respondents  is<\/p>\n
that the transferor company  is not holding more than 90% of<\/p>\n
the   issued  share  capital  of  the  transferee   company.<\/p>\n
Whereas, under the notification, the transferor company must<\/p>\n
hold  more  than  90%  of the issue  share  capital  of  the<\/p>\n
transferee company.  It is stated that the deed in  question<\/p>\n
is  not  entitled for remission. Parent company  is  holding<\/p>\n
100% in the subscribed  and paid up share capital.<\/p>\n
     10.00  Discussion on Point:\n<\/p>\n
      (i)  Registration  :  The law of  Registration  is  an<\/p>\n
important  branch  of law.  The object and  purpose  of  the<\/p>\n
registration  of document is to give information  to  people<\/p>\n
regarding  legal rights and obligations arising or affecting<\/p>\n
a  particular  property, and to, perpetuate document   which<\/p>\n
may afterwards be  of legal importance, and also may prevent<\/p>\n
fraud.  Therefore, the object of registering document  is to<\/p>\n
give  notice   to  the world that such a document  has  been<\/p>\n
executed,  to  prevent fraud and forgery and   to  secure  a<\/p>\n
reliable and complete account of transactions effecting  the<\/p>\n
title of the property.\n<\/p>\n
      (ii) The Registration Act 1908 popularly known as  Act<\/p>\n
No.XVI  of 1864 laid down formalities which must be complied<\/p>\n
with before the document is presented for registration.  The<\/p>\n
State  Government shall prepare a table of fees payable  for<\/p>\n
the registration of document.\n<\/p>\n
      (iii)  Stamp  Act : Indian Stamp Act  deals  with  the<\/p>\n
instruments chargeable with duty and what are the nature  of<\/p>\n
stamp duties.\n<\/p>\n<\/p>\n
     (iv) The subject relating to stamp duty occurs at Entry<\/p>\n
44  in list 3 of VII schedule of Constitution.  The rates of<\/p>\n
stamp duty are provided in Entry 63 of List II.<\/p>\n
      (v)   The  Indian  Stamp Act was  enacted   by  Indian<\/p>\n
Parliament in exercise of Entry 44 List III.<\/p>\n
      (vi)  The  stamp  Act is a fiscal measure  enacted  to<\/p>\n
secure   revenue  for  the  State  on  certain  classes   of<\/p>\n
instruments,  it  is not enacted to arm a  litigant  with  a<\/p>\n
weapon of technicality to meet the case of his opponent. The<\/p>\n
stringent  provisions  of  the  Act  are  conceived  in  the<\/p>\n
interest of the revenue.\n<\/p>\n<\/p>\n
      (vii)  In  the  fiscal statues like   stamp  Act,  the<\/p>\n
interpretation has to be according to strict letter  of  the<\/p>\n
law  and  not  only in case of doubt but  even  in  case  of<\/p>\n
beneficial interpretation favouring the subject, the rule is<\/p>\n
to  tend  in favour of the subject.  The sole object of  the<\/p>\n
Indian  Stamp Act is to increase revenue  and its provisions<\/p>\n
must  be construed as having in view only the protection  of<\/p>\n
revenue.   The  provisions  contained  in  the  act   impose<\/p>\n
pecuniary burdens as this  act is a fiscal enactment.<\/p>\n
      (viii)  In order to determine whether any, and if any,<\/p>\n
stamp  duty is chargeable upon an instrument the legal  rule<\/p>\n
is  that the real and true meaning  of the instrument is  to<\/p>\n
be  ascertained.  It  is a sound cannon of construction that<\/p>\n
all  parts  of a  document are to be read together  and   no<\/p>\n
portion can be read disjunctly or in isolation or omitted.<\/p>\n
       (ix)  In  order  to  interpret   a  provision  or   a<\/p>\n
notification which is neither  ambiguous nor incomplete, the<\/p>\n
recitals   in  the said document ought to be  generally  the<\/p>\n
safe and sole guide  for any interpretation.<\/p>\n
      (x)   In B.Ratnamala Vs. Rudramma reported in AIR 2000<\/p>\n
AP  167,   the  Division Bench of the  Andhra Pradhesh  High<\/p>\n
Court has expressed the following view on interpretation  of<\/p>\n
the provision under the Stamp Act at para 9.<\/p>\n
          ”  While considering the provisions  of  the<\/p>\n
     Indian   Stamp  Act, it has to be borne  in  mind<\/p>\n
     that  the  said Act being a fiscal statue,  plain<\/p>\n
     language  of  the  section  as  per  its  natural<\/p>\n
     meaning   is  the  true  guide.   No  inferences,<\/p>\n
     analogies or any presumptions can have any place.<\/p>\n
     As  the incidence of duty is one the execution of<\/p>\n
     the deed, regard must, therefore, be had only  to<\/p>\n
     the terms of the document.”<\/p><\/blockquote>\n
      (xi)    It  is to be borne in mind that this Act  with<\/p>\n
which  at  present  I  am  concerned  is  as  Act   imposing<\/p>\n
liability   for  collecting stamp  duty.   The  notification<\/p>\n
which I am dealing  is fiscal in nature.  Therefore, it must<\/p>\n
not  only literally construed but must be strictly construed<\/p>\n
in  order  to  find out whether a  liability is fastened  or<\/p>\n
not.  The subject is to be taxed or not to be taxed and  for<\/p>\n
that  purpose  and  also that every  Act  of  parliament  or<\/p>\n
legislation   must  be  read  a  wording  to   its   natural<\/p>\n
construction of words.\n<\/p>\n<\/p>\n
      (xii)  Justice Rowlatt of England said  long time ago,<\/p>\n
“that in a taxing act one has to look merely and fairly what<\/p>\n
is  clearly  said.   There is no room  for  any  intendment.<\/p>\n
There  is  no equities about a tax.  There is no presumption<\/p>\n
as  to  tax.  Nothing is to be read in.  Nothing  is  to  be<\/p>\n
implied.  One has to look fairly at the language used.   The<\/p>\n
question  as to what is covered must be found out  from  the<\/p>\n
language,  according  to  its  natural  meaning  fairly  and<\/p>\n
squarely read”.\n<\/p>\n
       (xiii)   Justice Krishna Iyer in  Martand  Dairy  and<\/p>\n
Farm  Vs.  Union of India reported in AIR 1975  SC-1492  has<\/p>\n
observed   that   ‘taxing  consideration   may   stem   from<\/p>\n
administrative experience and other factors of life and  not<\/p>\n
artistic  visualisation or neat logic and  so  the  literal,<\/p>\n
though pedestrian, interpretation must prevail’.<\/p>\n
       (xiv)   Therefore,  to  find  out  the  intention  of<\/p>\n
legislature  if  possible it should be found  out  from  the<\/p>\n
language  employed  and  in case of doubt,  the  purpose  of<\/p>\n
legislation  should be sought for  to clarify the  ambiguity<\/p>\n
only  if any.  Thus it is time to note the language  in  the<\/p>\n
notification.\n<\/p>\n<\/p>\n
     (xv) Notification”-\n<\/p>\n
     The said notification is extracted below:<\/p>\n
    “(38)  Instrument evidencing transfer  of  property
\n    between  companies limited by shares as defined  in
\n    the   Companies Act, 1956, in a case where  (i)  at
\n    least  90%  of  the  Issued Share  Capital  of  the
\n    transferee  company is in the beneficial  ownership
\n    of  the  transferor  company,  or  (ii)  where  the
\n    transfer takes place  between a parent company  and
\n    a   subsidiary   company  one  of  which   is   the
\n    beneficial  owner  of  not less  than  90%  of  the
\n    issued  share capital of the other or  (iii)  where
\n    the  transfer  takes place between  two  subsidiary
\n    companies  of each of which not less  than  90  per
\n    cent   of  the  share capital is in the  beneficial
\n    ownership of a common parent company.\n<\/p>\n
           Provided  that  a  certified  copy  of   the
\n    relevant  records  of  the Companies  kept  in  the
\n    office  of  the Registrar of Companies, Madras,  is
\n    produced by the parties in the instrument to  prove
\n    that   the   conditions   above   prescribed    are
\n    fulfilled.”\n<\/p>\n
\n     (xvi) Plain reading of the notification discloses  when<\/p>\n
ever  there is  transfer of property  between the  companies<\/p>\n
limited  by shares and in a case where atleast  90%  of  the<\/p>\n
Issued  Share Capital (Emphasis supplied) of the  transferee<\/p>\n
company   is  in the beneficial ownership of the  transferor<\/p>\n
company  or where the transfer takes place between a  parent<\/p>\n
company  and the subsidiary company which is in a beneficial<\/p>\n
ownership  of not less than 90 per cent of the Issued  Share<\/p>\n
Capital of the other.  Then only, the remission will  apply.<\/p>\n
Therefore, the State is its wisdom has issued a notification<\/p>\n
as   mentioned   supra  through  item  No.38  dealing   with<\/p>\n
reductions  and  remissions in respect of payment  of  stamp<\/p>\n
duty,  that  the  remission will  apply  only  to  cases  of<\/p>\n
transfer  of  properties between two  as  mentioned  in  the<\/p>\n
notification.\n<\/p>\n<\/p>\n
      (xvii)  As the Court has already indicated  that in  a<\/p>\n
case  of fiscal nature true meaning of the statue is  to  be<\/p>\n
taken  into  consideration and there is  no  scope  for  any<\/p>\n
interpretation.\n<\/p>\n<\/p>\n
       (xviii)   Shri.Sathish  Parasaran,  learned   counsel<\/p>\n
appearing for the petitioner forcefully contended that   the<\/p>\n
notification is to be read  for the benefit of  the  parties<\/p>\n
and beneficial owner becomes eligible to the rights when the<\/p>\n
shares  get subscribed from out of the issued share capital.<\/p>\n
Hence,  it should be construed that the issued share capital<\/p>\n
means subscribed share capital.\n<\/p>\n<\/p>\n
       (xix)   It  is  also contended that the issued  share<\/p>\n
capital    break   up   is  the  amount  approved   by   the<\/p>\n
shareholders   for  issue  and  allotment  to  the   persons<\/p>\n
subscribing to the said issued capital of the company and it<\/p>\n
means  Directors of the company has power to issue and allot<\/p>\n
shares  to the subscribers up to that nominee value  of  the<\/p>\n
issued  capital  and  the  entire nominal  value   which  is<\/p>\n
essential requirement to be fulfilled under the notification<\/p>\n
in order to become eligible for stamp duty exemption.<\/p>\n
       (xx)  It is also forcefully contended that beneficial<\/p>\n
owner  becomes eligible  to the rights only when the  shares<\/p>\n
get subscribed from out of the issued share capital.  Hence,<\/p>\n
it  should be construed that the issued share capital  means<\/p>\n
subscribed share capital.\n<\/p>\n<\/p>\n
     (xxi)  It is stated that break up figures of the shares<\/p>\n
capital  are shown and the same are also dealt  by  the  4th<\/p>\n
respondent in the impugned order.\n<\/p>\n<\/p>\n
      (xxii)   Perused  the  impugned order.  The  Inspector<\/p>\n
General of Registration who is the Chief Controlling Revenue<\/p>\n
Authority  has  passed  the impugned order   on  14.03.2006,<\/p>\n
while  considering the revision petitions of the petitioners<\/p>\n
herein,  questioning  the orders of the  District  Registrar<\/p>\n
who  is the 3rd respondent demanding payment of stamp  duty.<\/p>\n
The  description  of  the documents  are  furnished  in  the<\/p>\n
orders.   In para 3 of the order, it is clearly stated  that<\/p>\n
as  per  Document  NO.2558 of 2001 out of the  issued  share<\/p>\n
capital  of  90,350  shares of the Transferee  Company  only<\/p>\n
14,500  shares were paid and subscribed and out of that  the<\/p>\n
Transferor company i.e. the  parent company is holding  only<\/p>\n
14,493  shares.   Similarly, as far as Document  No.2582  of<\/p>\n
2991,  out  of the issued share capital of 35,350 shares  of<\/p>\n
the  Transferee  Company only 8,850  shares  were  paid  and<\/p>\n
subscribed and out of the Transferor company i.e. the parent<\/p>\n
company is holding only 8,585 shares.\n<\/p>\n<\/p>\n
      (xxiii)  By  noting the above, the 4th respondent  has<\/p>\n
come to a specific conclusion that the holding of the issued<\/p>\n
share  capital  of the Transferor Company is  14,493  shares<\/p>\n
under   in  one  transaction  and  8,585  shares  in   other<\/p>\n
transaction.  Hence, the 4th respondent came to  a  definite<\/p>\n
conclusion  that the condition laid down in the notification<\/p>\n
issued  in  G.O.Ms.No.1224\/Revenue,  dated  25.04.1964   and<\/p>\n
G.O.Ms.No.37\/CT  &  RE  Department  dated   25.01.1995   for<\/p>\n
according   remission of transfer duty is that atleast   90%<\/p>\n
of  the issued share capital of the transferee company is in<\/p>\n
the  beneficial  ownership of the  transferor  company   and<\/p>\n
since   90%  of  the issued share capital of the  transferee<\/p>\n
company   is  not  held  by  the  transferor  company,   the<\/p>\n
petitioner is liable to pay the stamp duty.<\/p>\n
     (xxiv)  I do not find any irregularity or illegality in<\/p>\n
the impugned order.  It is a reasoned order.  In the case of<\/p>\n
registration  of  payment of stamp duty the  real  and  true<\/p>\n
meaning  of  instrument is to be ascertained   to  determine<\/p>\n
whether  the stamp duty is to be chargeable and what   stamp<\/p>\n
duty is to be demanded upon instrument.\n<\/p>\n<\/p>\n
      (xxv) The Supreme Court of India in various cases like<\/p>\n
AIR  1977  SC  500 clearly held that in order  to  determine<\/p>\n
whether any, and if any what stamp duty is chargeable   upon<\/p>\n
an   instrument, the real and true meaning of the instrument<\/p>\n
is  to  be  ascertained for description of it given  in  the<\/p>\n
instrument itself.  The Full Bench of Madras High Court   in<\/p>\n
AIR  1975  – 161 clearly held that  when a  question  arises<\/p>\n
whether   a document should be chargeable or not, the  first<\/p>\n
thing  to be looked into is the document itself in order  to<\/p>\n
determine the character thereof.  Therefore, the recitals of<\/p>\n
the  document should not be lost sight and all parts of  the<\/p>\n
document  has to be read together and it is  a sound  cannon<\/p>\n
of  construction that all parts of the document  are  to  be<\/p>\n
read  together,  no  portion can be read disjunctily  or  in<\/p>\n
isolation  or  omitted  and the Revenue  Authorities  cannot<\/p>\n
ignore  recitals and terms of document in order to interpret<\/p>\n
a  document which is neithr ambiguous nor incomplete and the<\/p>\n
recitals in the said document ought to be generally accepted<\/p>\n
and  there  is  no  further  necessity  to  interpret  in  a<\/p>\n
different way.  Therefore, the contention of the counsel for<\/p>\n
the petitioner  that issued share capital must be treated as<\/p>\n
subscribed share capital in unacceptable.<\/p>\n
      (xxvi)  Shri.Sathish Parasan,  while highlighting  the<\/p>\n
arguments  stated  that sections 397, 398  and  399  of  the<\/p>\n
Companies   Act  deals with the issue, It  is  not  correct,<\/p>\n
They  are  with application for relief in case of Oppression<\/p>\n
and  application in case of Mismanagement      and right  to<\/p>\n
apply  under  sections 397 and 398. They are nothing  to  do<\/p>\n
with the issue before us.\n<\/p>\n<\/p>\n
      (xxvii)   The  learned counsel also cited  a  decision<\/p>\n
reported in  Re Vs Albert David Limited  68 C.W.N.-163.   It<\/p>\n
is   a  case disposed of  under the Companies Act 1956 under<\/p>\n
section  397,  398 and 399 and while dealing with  a  matter<\/p>\n
under  the  companies Act, there was detailed discussion  on<\/p>\n
facts with regard to averments in the petition and nature of<\/p>\n
verification, circumstances   justifying exercise of court’s<\/p>\n
discretion and appointment of administrator.  In  the  above<\/p>\n
case the priority under section 399 of the Act, the right to<\/p>\n
apply under section 397 and 398 is gone into, inter alia, to<\/p>\n
members  holing not less than one tenth of the issued  share<\/p>\n
capital  of  the  company, provided that the  applicant   or<\/p>\n
applicants have paid all calls and other sums due  on  their<\/p>\n
shares.  In the course of discussion it is noted at page 170<\/p>\n
that whether shares not actually issued i.e. subscribed  and<\/p>\n
paid  for  are to be considered  Issued Share Capital within<\/p>\n
the  meaning  of  section 399 of  the  Act  is   the  actual<\/p>\n
subscribed  capital.  Therefore, there was no interpretation<\/p>\n
under  the  Companies  Act what is  meant  my  Issued  Share<\/p>\n
capital and what is meant by Subscribed Share Capital.<\/p>\n
      (xxviii)  The facts and circumstances and the findings<\/p>\n
in  the  above case are not at all applicable  in  the  case<\/p>\n
before me. In this case, we are dealing with the payment  of<\/p>\n
stamp   duty   by   the  petitioners  for  registration   of<\/p>\n
the document and the very object  of the stamp Act is fiscal<\/p>\n
measure  enacted to secure revenue of the State  on  certain<\/p>\n
classes of instruments.   I have highlighted that in a  case<\/p>\n
of   such  statues,  the  real  and  true  meaning  of   the<\/p>\n
instruments,  the  provision and the  notification  must  be<\/p>\n
taken and there is no scope for any interpretation.<\/p>\n
      19.00 For all the foregoing reason, I hold that  there<\/p>\n
are   no  merit  in  the   writ petitions.   Therefore,  the<\/p>\n
impugned  order  is  upheld   and  the  writ  petitions  are<\/p>\n
dismissed.  No costs.\n<\/p>\n
rj<\/p>\n
To<\/p>\n
1. The Secretary to Government
\n   Land and Administration
\n   Secretariat, Fort St. George
\n   Chennai – 600 009.\n<\/p>\n
2. The District Collector of Coimbatore
\n   Coimbatore District
\n   Coimbatore – 641 018.\n<\/p>\n
3. The District Registrar (Stamps)
\n   Tiruppur
\n   Coimbtore District.\n<\/p>\n
4. The Chief Controlling Revenue Authority-cum-
\n   Inspector General of Registration
\n   120, Santhome High Road
\n   Chennai – 600 028.<\/p>\n","protected":false},"excerpt":{"rendered":"
Madras High Court M\/S.Waterfall Estate (East) Pvt. … vs The State Of Tamil Nadu on 9 February, 2007 IN THE HIGH COURT OF JUDICATURE AT MADRAS Dated : 09.02.2007 CORAM: THE HON’BLE MR. JUSTICE M.E.N.PATRUDU W.P.Nos.12920 & 12921 of 2006 & WPMP NO.14511, 14512, 14514 &n 14515 of 2006 M\/s.Waterfall Estate (East) Pvt. Limited Reg. […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_lmt_disableupdate":"","_lmt_disable":"","_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[8,13],"tags":[],"class_list":["post-4310","post","type-post","status-publish","format-standard","hentry","category-high-court","category-madras-high-court"],"yoast_head":"\nM\/S.Waterfall Estate (East) Pvt. ... vs The State Of Tamil Nadu on 9 February, 2007 - Free Judgements of Supreme Court & High Court | Legal India<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.legalindia.com\/judgments\/ms-waterfall-estate-east-pvt-vs-the-state-of-tamil-nadu-on-9-february-2007\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"M\/S.Waterfall Estate (East) Pvt. ... vs The State Of Tamil Nadu on 9 February, 2007 - 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