By the Court.—This is a reference made by the Chief Controlling Revenue Authority under Section 57 of the Indian Stamp Act, 1899 (Stamp Act). On the consent of the parties, the questions referred were remoulded as follows:

“Whether the deed executed by the applicant with the underlying securities taken for consideration would be chargeable with duty under Article 62(c) of Schedule 1-B of the Indian Stamp Act or not ?

Or

Whether it would be covered under Article 23 (a) or (b) of the Schedule 1-B of the Act ?”

2. Statement of the case submitted by the Board of Revenue shows that the document under reference is a Deed of Assignment (Instrument) executed at Mumbai, between Kotak Mahindra Bank, a banking company within meaning of the Banking Regulation Act, 1949 (B.R. Act 1949), registered under the Companies Act, 1956 (Assignee) and State Bank of India, a statutory corporation incorporated under the provisions of State Bank of India Act, 1955 (Assignor);

3. Assignor in the course of its business advanced financial facilities to various borrowers, who in turn executed agreement/instrument (s) of mortgage in lieu thereof.

4. Debts at Rs. 177.49 crore were outstanding towards principal, interest and other amount due and payable by the borrowers to the Assignor. The Assignee agreed to purchase and acquire the debts from the Assignor with all rights title and interest of the Assignor and underlying financial instruments, for a consideration agreed by the parties.

5. By the Instrument, the Assignor transferred 48 debts of defaulting borrowers to the Assignee at Rs. 31.06 crores alongwith the underlying securities detailed in Schedule “A”, “B” and “C” to the Instrument. When a photocopy of the Instrument was brought to the notice of the Collector, a doubt arose about its true nature. Thereupon, the matter came up before the Board of Revenue. Having found that an important question of law was involved, the case was referred to the High Court under the Stamp Act for decision on the question already mentioned.

6. Before proceeding to decide the question referred to us, it appears appropriate to mention, briefly, the principles applicable to interpretation of a document/Instrument required to be stamped. In order to determine whether a Instrument is sufficiently stamped, the Court must look at the entire document as a whole for finding out the true character and the dominant purpose of the instrument (Hamdard Dawakhana (Wakf), Delhi v. State of Delhi, AIR 1968 Delhi 1 (FB); Balkrishna Bihari Lal v. Board of Revenue M.P. and others, AIR 1970 (MP) 74 (FB).

7. We have perused the Instrument with the assistance of learned counsel for the parties. Its relevant portion is extracted:

1.1 The Assignor hereby covenants that it owns the Debts and all the right, title and interest alongwith underlying assets and security conferred by the Financial Instruments, free and clear of all liens, charges, and other encumbrances, free from any right, title or interest of any other person in any manner.

1.2 In consideration of the Assignee having paid to the Assignor the consideration, as mentioned in the Agreement to Assign on or before the execution of these presents the Assignor doth hereby irrevocably, unconditionally and absolutely assign, transfer and release without recourse unto the Assignee and the Assignee hereby acquires and takes over from the Assignor:

1.2.1 the Debts and all the Assignor’s right, title or interest and benefit in and to the Debts and all the rights, title and interest of the Assignor under the Financial Instrument (if any), whether by way of first or second charge, if any (in any form and in any manner whatsoever), or by way of hypothecation or mortgage, or by way of absolute or pari passu charge, absolutely and forever to the end and intent that the Assignee hereafter shall be the full and absolute legal and beneficial owner thereof and legally and beneficially entitled to demand, receive and recover the Debts in its own na