PRASAD TECHNOLOGY PARK PVT. LTD. versus SUB-REGISTRAR AND ORS.

Citation: [2005] SUPP. 5 S.C.R. 642 · Decided: 08-12-2005 · Supreme Court of India · Bench: S.B. SINHA · Disposal: Appeal(s) allowed

Judgment (excerpt)

A 
PRASAD TECHNOLOGY PARK PVT. LTD. 
II. 
SUB-REGISTRAR AND ORS. 
!II
DECEMBER 8, 2005 
., 
B 
[S.B. SINHA AND P.K. BALASUBRAMANY AN, JJ.] 
Karnataka Stamp Act, 1957-Section 2(1)0); Articles 5(d), 5(/)(i) of 
the schedule appended thereto-Change in the name of lessee company-
c Period of lease, quantum of premium paid and other terms remaining 
t-
. .,._ 
unaltered-Document seeking substitution of changed name in the original 
lease deed-Liability to pay stamp duty-Held: Stamp duty on such document 
would not be payable on the original lease amount as no fresh transaction 
had taken place-Stamp duty payable in terms of Article 5(/)(i) and not 
Article 5(d)-Transfer of Property Act, 1882-Sections 105, 54. 
D 
1· 
The earlier name of the appellant-Company was P Garment Pvt. Ltd. It 
had been engaged in the manufacture of garments. It entered into lease 
agreement of land with the third respondent. Subsequently, P Garment was 
permitted to establish a software park. It changed.its name to P Technology 
Park. On account of change of name, a supplementary agreement was 
r 
E 
~ 
executed. Appellant presented the said agreement for registration on stamp 
duty of Rs. 100. Registrar was of the opinion that the stamp duty was 
insuflkient and was payable on the original lease amount. Aggrieved Appellant 
filed Writ Petition before the High Court, which was dismissed. Writ Appeal 
{ 
also stood dismissed. "Hence the present appeal. 
F 
Allowing the appeal, the Court 
HELD: 1. By reason of the supplementary agreement, the Appellant was 
permitted to carry on the ~usiness of a Technology Park instead of 
manufacture of readymade garments. Only because the name of the company 
G was changed, the same would not mean that a fresh transaction took place. 
r 
Having regard to the change in the name of the company, the Appellant's name 
I 
was sought to be substituted in the original agreement. The period of the lease, 
the quantum of the premium paid and other terms and conditions remained 
unaltered. By reason of mere change of user from carrying on one business 
H 
642 
.. 
-
PRASAD TECHNOLOGY PARK PVT. LTD. v. SUB-REGISTRAR 
643 
to another, a fresh transaction does not take place. The terms and conditions A 
of the lease can be changed by mutual consent. Unless the essential ingredients 
thereof as contained in Section 105 of the Transfer of Property Act are not 
altered, it cannot be said that the parties to the contract entered into a fresh 
transaction. The Third Respondent merely reserved unto itself a right of 
reentry on expiry of the said period of eleven years. It could in terms of the 
covenant of the lease also extend the period of tenancy or terminate the same. B 
Unless the lease itself came to an end, the third respondent did not have any 
right to re-convey the property. By reason of mere change in the name of the 
company" P Garments Pvt Ltd." the erstwhile lessee also cannot be held to 
have transferred its leasehold interest in favour of the Appellant 
(647-F-H; 648-A-CJ C 
2. Execution of an instrument which would attract payment of stamp duty 
in terms of Article S(d) of the Kamataka Stamp Act, 1957 must involve transfer 
of the property or otherwise a right or liability may inter alia be created, 
transferred etc., as envisaged in Section 3 thereof. Once it is held that the 
supplementary agreement is neither a deed of lease nor a deed of sale within D 
the meaning of Section 105 or Section 54 of the Transfer of Property Act, as 
the case may be, Article 5(d) of the Schedule to the Act will have no 
application. If Article S(d) has no application, indisputably the residuary clause 
contained in Article S(t)(i) would have. The Appellant admittedly paid the stamp 
duty in terms thereof. (648-D-FJ 
3. It is now well settled that for the purpose of levy of stamp duty, the 
real and true meaning of.the instrument must be ascertained. 
The Madras Refineries Ltd. v. The Chief Controlling Revenue Authority, 
Board of Revenue, Madras (1977) 2 SCC 308, relied on. 
E 
4. The lligh Court held that 'the supplementary lease agreement cannot F 
be said to be an instrument whereunder the Appellant-Company claims certain 
leasehold from the Board'; but having did so, the High Court was not correct 
in holding that it is liable to pay the stamp duty. Having regard to the fact that 
the entity of the Appellant cannot be said to be totally different from P 
Garments Pvt Ltd. and as by reason of the supplementary agreement, no fre

Excerpt shown. Read the full judgment & AI analysis in Lexace.