1. This is a reference under S.57 of the Indian Stamp Act made at the instance of Somaiya Organics (India) Ltd.

2. The Godavari Sugar Mills Ltd. (which for convenience, will be referred to as 'the Godavari Sugar Mills') entered into a technical collaboration agreement with Messrs. Melle Besons, and it is said that in this connection pursuant to the resolution of its Board of Directors passed on October 23, 1964, the Godavari Sugar Mills obtained a deferred payment guarantee upto the limit of Rs.65,00,000/- from the Punjab National Bank Ltd. in favour of Messrs. Speichim Paris, on an equitable mortgage by deposit of title deeds of its property.

3. The Godavari Sugar Mills was the owner of property consisting of land and buildings which included a factory and residential accommodation for its employees. On March 2, 1962, the Godavari Sugar Mills resolved to sell the land, buildings and machinery to the Somaiya Organics (India) Ltd. (referred to hereinafter as 'Somaiya Organics') for a consideration of Rs.36,64,678/- and on May 20, 1968, a sale deed was executed pursuant to the resolution. The sale - deed recited that the land and buildings were conveyed for a consideration of Rs.7,76