JUDGMENT

Mootham, C.J. - This is a reference made to this Court by the Chief Controlling Revenue Authority u/s 57 of the Indian Stamp Act.

2. The circumstances in which the reference is made are these. Sri Raj Sachdeva was the proprietor of a business carried on under the name of Messrs Globe Travels. A company was incorporated under the Indian Companies Act under the name of Messrs. Globe Travels (Private) Limited of which Sri Rai Sachdeva was the Managing Director. In 1955 an oral agreement appears to have been entered into between Sri Raj Sachdeva as proprietor of Messrs. Globe Travels and the Company whereunder the former agreed to transfer his business to the Company in consideration of the allotment of fully paid shares. An allotment or 720 shares was made to Sri Raj Sachdeva on the 5th April, 1955. Thereafter the Company on 11-1-1956, filed with the Registrar, pursuant to Section 75(2) of the Indian Companies Act, 1956, particulars of the contract in the prescribed form. That form was signed by Sri Raj Sachdeva as a Director of the Company and bore a stamp of Rs. 2/-, as an agreement under Article 5(c) of Schedule I-B to the Indian Stamp Act, as in force in this State.

3. The question referred to this Court is "Whether the document dated January 11, 1956, executed by Sri Raj Sachdeva is a mere agreement chargeable with a duty of Rs. 2/- under Article 5(c) of the Stamp Act as amended in its application to Uttar Pradesh, or it is in the nature of a conveyance within the meaning of Section 2(10) of the Act, chargeable under Article 23 Schedule I-B of the Act with a duty of Rs. 15,912/-."

4. The question is not very accurately framed for the question is not whether the document of 11-1-1956, is an agreement but whether the prior oral contract the particulars of which are specified in that document would have been chargeable with duty as an agreement or as a conveyance had it been reduced to writing. The Board of Revenue, which is the Chief Controlling Revenue Authority, was inclined to the view that the document was duly stamped, but as it entertained some doubt with regard to the matter it thought it proper to make this reference.

5. Now Section 104 of the Companies Act, 1913, so far as is material, reads thus:

"(1) Whenever a company having a share capital makes any allotment of its shares, the company shall, within one month thereafter,

(a) .....

(b) in the case of shares allotted as fully or partly paid up Otherwise than in cash, produce for the inspection and examination of the Registrar a contract in writing constituting the title of the allottee to the allotment together with any contract of sale or for services or other consideration in respect of which that allotment was made, such contracts being duly stamped, and file with the Registrar copies verified in the prescribed manner of all such contracts and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted; and

(2) Where a contract such as above mentioned is not reduced to writing, the company shall, within one month after the allotment, file with the Registrar the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and those particulars shall be deemed to be an instrument within the meaning of the Indian Stamp Act, 1899, and the Registrar may, as a condition of filing the particulars, require that the duty payable thereon be adjudicated u/s 31 of that Act."

The section requires evidence of the title of the allottee to the allotment being placed upon the register, and where that evidence is to be found in a contract in writing, that contract together with any contract of sale, or for services, or other consideration in respect of which the allotment is made, must he produced for the inspection of the Registrar and duly verified copies filed. Where however, th