VEERASWAMI, C.J. :- This is a reference under Section 57 of the Indian Stamp Act, the question being whether the document sought to be registered by the Madras Fertilizers Limited, styled as trust deed securing 5 ½ per cent bearer debentures 1973 and 5 ½ per cent, bearer debentures 1981, to be executed by the Madras Fertilizers Limited, in favour of the First National City Bank, is a martgage deed subject to levy of stamp duty under Article 40 (b) of the Indian Stamp Act, 1899. The respondent is a Company incorporated under tile Indian Companies Act having its head office at Madras. Through its Counsel, the Company wanted an adjudication of stamp duty payable on the document. The Collector was of opinion that the document was chargeable to duty under Article 40 (b) of Schedule I of the Act and asked the respondent to pay Rs. 38,98,499.90 and to get the document certified under Section 32 of the Act. In the circumstance, therefore, the respondent asked for a

reference under Section 56 (2) of the Act.

2. The document in question, which is styled as a trust deed, was preceded by an agreement called Loan and Purchase Agreement dated 19-12-1966, entered into between the responden