ORDER: The petitioner is a company incorporated under the Companies Act, 1956, having its Registered Office at Surya Kirban Building, 19, Kasturba Gandhi Marg, New Delhi-1 and a Branch Office at Madras, having Certificate of Incorporation No.3413 dated 20.5.1992. The petitioner is a wholly owned subsidiary company of Shriram Industrial Enterprises Ltd., viz., the holding company, which is also registered at New Delhi. The petitioner claims that the transfer of lands from the holding company to the subsidiary company was not treated as transfer since the transfer is from one to oneself, and therefore, the payment of stamp duty in respect of a transfer from a holding company to a subsidiary company is exempted as per Clause 38 of the notification No.II-I No.2620 of 1964, notified by the Government of Tamil Nadu, exercising the powers conferred under Sec.9(1)(a) of the Indian Stamp Act, 1899 (Central Act II of 1899) relating to matters of reduction and remission. Clause 38 of the Notification II-I No.2620 of 1964 reads as follows:

“(38) Instrument evidencing transfer of property between companies limited by shares as defined in the Companies Act, 1956, in a case where (1) at least 90 per cent of the issued share capital of the transferee company is in the beneficial ownership of the transferor company, or (ii) where the transfer takes place between a parent company and a subsidiary company one of which is the beneficial owner of not less than 90 per cent of the issued share capital of the other or (iii) where the transfer takes place between two subsidiary companies of each of which not less than 90 per cent of the share capital is in the beneficial ownership of a common parent company:

Provided that a certified copy of the relevant records of the companies kept in the office of the Registrar of Companies, Madras, is produced by the parties to the instrument to prove that the conditions above prescribed are fulfilled.”

2. As per Clause 38 of the Notification II-I No.2620 of 1964, exemption of payment of stamp duty is permissible in the case of transfer of property between companies limited by shares, as defined under the companies Act, 1956, where:

(i) atleast 90 per cent of the issued share capital of the transferee company is in the beneficial ownership of the transferor company; or

(ii) where the transfer takes place between a parent company and a subsidiary company, one of which is the beneficial owner of not less than 90 per cent of the issued share capital of the other; or

(iii) where the transfer takes place between two subsidiary companies of each of which not less than 90 per cent of the share capital is in the beneficial ownership of a common parent company.

In all these cases referred to above, what is required under law is that, both the subsidiary and parent companies should have been registered under the Companies Act, 1956, which is applicable throughout India. For seeking the benefit of Clause 38 of the notification II-I No.2620 of 1964, a certified copy of the relevant books of the companies kept in the office of the Registrar of Companies, has to be produced by the parties to the instrument.

3. In the instant case, the parent-holding company executed 119 documents in favour of the petitioner subsidiary company, namely, Document Nos.786 to 795, 808 to 822, 840 to 859, 864 to 883, 890 to 909, 916 to 935 and 937 to 950 of 1993 before the District Registrar, Madras Central. At the time of registration, the petitioner also produced a certificate issued by the Registrar of Companies at New Delhi and Haryana, certifying that the petitioner company is a wholly owned subsidiary company of Shriram Industrial Enterprises Ltd. On the basis of the said material and relevant records of the Registrar of Companies at New Delhi and Haryana, the first respondent registered the said documents, giving exemption for payment of stamp duty on production of the registration certificate.

4. However, the first respondent, again, by letter dated 1

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