AGARWALA, J. - (1.) THIS is a reference by the Board of Revenue under Section 57, Stamp Act. It is in respect of the stamp duty to be paid on a document dated 27 -11 -1947, executed on behalf of a company called the Dhampur Sugar Mills, Ltd., district Bareilly. The Dhampur Sugar Mills, Ltd., entered into an agreement with one Kunwar Murli Manohar, whereby it appointed the latter as its Managing Agent upon certain terms. The agreement was stamped with a duty of Rs. 225/ - and was presented before the Collector of Bareilly on 2 -12 -1947, with a request that the deed may be examined and the proper stamp duty chargeable thereon may be determined. The Collector referred the case for orders to the Board of Revenue. The Board of Revenue has expressed its tentative opinion that the document is chargeable with an aggregate duty of Rs. 12,184/6/ -, but as they were doubtful about their views, they have referred the matter to this Court for its opinion.
(2.) THE document recites that the two parties to the agreement are the Dhampur Sugar Mills, Ltd., a Joint Stock Company, and Kunwar Murli Manohar, the Managing Agent. The agreement mentions a resolution passed at the extraordinary meeting of the share -holders of the Company, whereby Kunwar Murli Manohar was appointed the Managing Agent of the Company for a period of 20 years from 24 -9 - 1947, at the remuneration and upon the other terms, provisions and conditions set out in the draft agreement, Appendix B. The document then recites that the agreement was being executed in pursuance of the aforesaid resolution. The following allowances and commissions Were to be paid to the Managing Agent: 1. An Office allowance of Rs. 1,000/ - p. m. 2. An office allowance of Rs. 18,000/ - p.a., rising to Rs. 48,000/ - p. a., in five years by an annual increment of Rs. 6,000/ - per annum. A commission on the annual net profits at the rate of 12 1/2 per cent, per annum. The other terms of the agreement were : 1. That in the event of the Company being wound up finally or in the event of the removal of the Managing Agent from office before the expiry of his agreed term the Company shall pay to the Managing Agent by way of compensation a sum equivalent to five times the amount of commission earned by him in any one preceding year as well as the total amount of office allowance; 2. That the Managing Agent shall pay interest at the rate of 6 per cent, per annum on the amount of Rs. 50,000/ - which he owes to two persons, Ram Bharosey Lal and Ram Swarup (paragraph 16 of the Agreement); 3. That the Managing Agency is liable to be terminated If the sum of Rs. 1,13,917/14/1, due from the Company to certain creditors, is not arranged to be paid off by Kunwar Murli Manohar; 4. That the Managing Agent, shall be responsible for arranging the repayment of the loan of Rs. 4,00,000/ - which had been taken from the Punjab National Bank by the Company.
(3.) THE Board of Revenue was of opinion that 1. Since the appointment of Kunwar Murli Manohar as Managing Agent has been made by the Company on the basis of a resolution passed earlier at an extrordinary meeting of the shareholders, the appointment was not a 'Service Agreement' but an 'Appointment in execution of a power' chargeable with stamp duty under Article 7 of the Stamp Act, 2. that the promise to pay remuneration to the Managing Agent amounted to a Bond and was chargeable with duty under Article 15 to the extent of Rs. 8,156/4/ - plus Rs 2,250/ -, 3. that the promise to pay compensation up to five times the annual remuneration to the Managing Agent, in case the Managing Agency came to an end before the expiry of 20 years, amounts to an 'Indemnity Bond' chargeable under Article 34 of the Act with a duty of Rs. 9/6/ -. 4. that terms relating to the payment of interest on Rs. 50,000/ - and of the sum of Rs. 1,13,917/14/1 amounted to a Bond and a duty of Rs. 1,068/12/ - plus Rs. 468/12/ - was payable thereon under Article 15 of the Stamp Act, 5. that the terms relating to the discharge of the loan of Rs. 4,00,000/ - amounted to a 'Security by way of further assurance', chargeable under Article 40(c) of the Act with a duty of Rs. 200/ -. ;