Character cannot be determined by nomenclature.

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 document dated 26-6-1975, Tvl Indian Cable and Wire Industries represented by all their nine partners, relinquished their rights and liabilities in the properties of the firm worth about Rs. 16,24,000, in favour of Tvl Inca Cables Pvt. Ltd. The said document was presented for registration before the Sub Registrar, Tambaram, who felt some doubt and referred it to the District Registrar Madras (South) for instructions regarding the nature and chargeability of the document. There upon, the District Registrar made a reference to the Board of Revenue under Section 56 (2) of the Stamp Act, and the Board of Revenue after examining the case with connected records, held the document as a deed of conveyance. Tvl Inca Cables Pvt. Ltd., preferred a petition to the Board of Revenue to reconsider the matter and the said petition was dismissed on the ground that the Board had no power of review under S.56 (3) of the Indian Stamp Act. The private limited company preferred W.P. No. 1597 of 1977 on the file of this Court, and this Court by judgement, dated 25-7-1979, directed the Board of Revenue to refer the matter to

this Court under S.57 of the Indian Stamp Act. Hence this reference. The reference is as under :-

"Whether the document dated 26-6-1975 executed by Tvl Indian Cable and Wire Industries and others and purporting to be a release deed is just a release deed and liable to be stamped as such under Article 55 of Schedule I to the Stamp Act, or is a conveyance deed as defined under S.2(10) of the Stamp Act, and therefore liable to be stamped as such under Art.23 of Schedule I to the Stamp Act."

The document which is styled as a release deed, clearly states as follows :-

"Whereas all the releasors have sworn to an affidavit of declaration dated 19-5-1973 declaring the ownership of the release and the absence of any rights in the releasors over the said properties, Whereas the releasee has since its incorporation been in possession and enjoyment of the said properties...... Whereas the releasee is thus the full and absolute owner of the said properties, and ......... Now this Indenture witnesseth that the releasors do hereby declare and acknowledge that the releasee is the absolute and full owner of the properties set out in the schedule hereunder and that the releasors have no right over or interest in the said properties and even if the releasors have any right or interest, they do hereby release, relinquish and abandon the same".

2. It is clear from the deed that the Indian Cable and Wire Industries, a registered partnership firm, carrying on business at Chingleput district in releasing the properties mentioned in the schedule to the release deed in favour of Tv1 Inca Cables Pvt. Ltd. incorporated under the Companies Act 1956, having its registered office at Chingleput