D.Dis.No. 19458/P1/2018, Revision Petition Final Order

What the proceedings decide

The Chief Controlling Revenue Authority and Inspector General of Registration, Chennai, issued D.Dis.No. 19458/P1/2018 dated 30 August 2018 under section 56(1) of the Indian Stamp Act, 1899. The proceedings concern Document No. P117/2017, described as an affidavit, presented at the Sub Registrar Office, Sunguvarchatram by Saint-Gobain India Private Limited.

The District Registrar, Chengleput had classified the affidavit as a transfer of lease under Article 63. On that basis, the District Registrar demanded deficit stamp duty of Rs.99,21,785 and a penalty of Rs.1,215. The Chief Controlling Revenue Authority set aside that decision and allowed the company's revision petition.

Background to the affidavit

Saint-Gobain Glass India Limited had entered into lease deeds with SIPCOT for 181.47 acres in Mambakkam and Pondur A villages for a period of 99 years. The company was later converted from a public limited company into Saint-Gobain India Private Limited, with a fresh certificate of incorporation issued by the Registrar of Companies.

SIPCOT directed Saint-Gobain India Private Limited to register an affidavit so that the conversion could be entered in SIPCOT's records relating to the lease documents. The affidavit stated no document value and bore stamp duty of Rs.100.

Reasons for the decision

The Chief Controlling Revenue Authority and Inspector General of Registration concluded that the conversion did not create a new legal entity or transfer existing leasehold rights. The decision relied on the following points:

• A change of company name does not affect the company's existing rights or obligations.
• Legal proceedings may continue under the company's new name.
• Conversion between public and private limited status does not, by itself, create fresh rights or obligations.
• The affidavit was registered only to record the company's conversion in SIPCOT's lease records.
• The document was therefore duly stamped as an affidavit and was not a transfer of lease.

Who may find the decision relevant

D.Dis.No. 19458/P1/2018 may be relevant to companies updating lease records after a change of name or conversion between public and private limited status. The finding is based on the facts of the Saint-Gobain India Private Limited affidavit, including the absence of any change in ownership or transfer of leasehold rights.