GOKULAKRISHNAN Offg., C.J. :-This is a reference under S.57 of the Indian Stamp Act, 1899 (Central Act II of 1899). The short facts are that the Indian Cable and Wire Industries, a registered partnership firm, was carrying on business with Thiru Vrajlal N. Sanghvi and eight others as its partners. In pursuance of an agreement dated 12-4-1973, between the partners of the aforesaid partnership firm it was decided to promote a private limited company and to transfer and convey all the properties as well as liabilities of the partnership firm to the limited company for consideration of Rupees 8.40,000. Accordingly, Inca Cables Pvt. Ltd, was incorporated under the Companies Act on 5-5-1973. The limited company offered to pay the said sum of Rupees 8,40,000, in the form of fully paid up shares. Out of 1500 shares in its capital, the company allotted 840 fully paid up shares to the nine partners of the partnership firm and their family members. All these nine partners took 45 shares in the capital of the company. Of the nine partners of the erstwhile partnership firm, six were appointed as first directors of the company and one as the first Chairman of the company. By the documen