- (1.) The petitioner has approached this Court by means of the present petition, assailing the legality and propriety of the two orders -- one dated 20-2-1995 passed in proceeding under Section 47A(2) of the Stamp Act, 1899, by Additional District Magistrate (Finance and Revenue), Kanpur Nagar, levying stamp duty of Rs. 37,01,26,832-50/- and slapping a penalty of Rs. 30,53,167-50.00 and the other dated 4-4-1995 passed by the Chief Controlling Revenue Authority in Stamp Revision No. 36 of 1995-96 Kanpur Nagar under Section 56 of the Stamp Act, preferred against the aforesaid order of the Additional Distt. Magistrate (Finance and Revenue), Kanpur Nagar. The revision has been allowed partly vide impugned order dated 4-4-1995 of the Chief Controlling Revenue Authority, setting aside the order passed by the Addl. District Magistrate (Finance and Revenue), Kanpur Nagar in so far as imposition of penalty was concerned and slightly modifying the order under revision as regards the stamp duty holding that the total stamp duty payable on the deed of conveyance dated 9 -6-1994 would be Rs. 36,68,08,887-50 -- at an estimated total value of Rs. 2,53,14,61,115/-.
(2.) The facts as are relevant to shed light on the controversy involved herein may be briefly stated and they are that an agreement of sale was executed on 11th day of Nov. 1993 between ICI India Ltd., a company within the meaning of Companies Act, 1956 having its registered office at 34, Chowranghi Road, Calcutta and Chand Chhap Fertilizer and Chemicals Ltd., a public company incorporated under the Companies Act, 1956 as a subsidiary of ICI, having its registered office at Panki Industrial Area, site No. 1 Udyog Nagar, Kanpur, whereby 'Fertilizer Business' of manufacture, marketing, distribution and sale of Urea Fertilizer, which was being carried on by ICI was agreed to be transferred on 'as is where is' and as a going concern in favour of Chand Chhap Fertilizer and Chemicals Ltd., Panki, Kanpur (in short CCFC) which has been re-christened and has come to be known as M/s. Duncans Industries Ltd., Fertilizer Division, Kanpur Nagar, for a total sale consideration of Rs. 70 crore which was termed as 'slump price' in the agreement, it was agreed that ICI would on the 'Transfer Date', transfer the 'Fertilizer Business' by actual delivery of possession to CCFC in respect of such of the estates and properties mentioned in the agreement, as were capable of being transferred by actual and/or constructive delivery and in respect of estatesrequiring transfer by execution of documents, ICI would transfer the same by executing the necessary documents and vesting the title thereof in CCFC and it was further agreed and declared that the ownership in respect of assets and properties comprised in the 'Fertilizer Business, to be transferred as per agreement, would be deemed to be vested in CCFC on and from the 'Transfer Date' which, according to the agreement, means 'Ist Dec. 1993 or such other date as may be agreed to by and between ICI and CCFC". The term 'Fertilizer Business' as nailed down in the agreement, means and includes the following amongst other properties :"(i) Demised land being plot Nos. 2B and 5 and the sub-divided portion of plot No. 2 demarcated and admeasuring in the aggregate an area of 243.4387 acres equivalent to 9,85,159,50 sq. mtrs. being the unshaded portion shown on the plan annexed hereto together with the buildings and structures thereon forming part of the fertilizer business as on the Transfer Date;(ii) freehold land and residential building thereon with the name 'Chandralok', situate at plot No. 4/284, Parbati Bangla Road, Kanpur comprising 24 residential flats;(iii) freehold a land and residential building thereon with the name "Chandrakala", situate at Navesheel Apartments, 56 Cantonment, Kanpur comprising a Guest House on the ground floor and 3 residential flats on the first floor;(iv) Plant and machinery relating to the Fertilizer Business including the Ammonia Manufacturing Plants, the Captive power Plant and all other movable capital assets including vehicles, furniture, air-conditioners, stand-by systems, pipelines, railway siding etc., as on the Transfer Date and wheresoever situate, all of which relate exclusively to the Fertilizer Business and are owned and in the possession of ICI or are owned by ICI but in the lawful possession of any third party for and on behalf of ICI;"'Chandralok' comprising 24 residential flats being premises No. 4/284 Parbati Bangla Road, Kanpur hereinafter referred to as 'premises No. 1' and freehold land and residential building known as 'Chandrakala' comprising a guest-house on the ground floor and three residential flats on the first floor hereinafter described as 'Premises No. 2' and the other immovable structures are more fully and particularly described in 'first schedule', 'second schedule' and 'third schedule' annexed to the conveyance deed. In other words, in the first schedule to the deed is mentioned premises No. 4/28A, Parbati Bangla Road, Kanpur commonly known as 'Chandralok' and in the second schedule is delineated the property commonly known as 'Chandrakala'. The third schedule describes all the buildings and other immovable structures more fully delineated in the plan annexed to the conveyance deed and thereupon set out all the piece and parcel of the land at Block A, Panki Pandhu scheme No. 40, Kanpur admeasuring 243.4387 acre in the aggregate comprising land admeasuring 241.7726 acre of plot No. 2 land admeasuring 1.0331 acres of plot No. 2-B; and land admeasuring 0.633 acres of plot No. 5 more fully described in the plan attached to the deed in question.
(3.) The crux of the controversy orbits around the issues firstly, as to whether reference under Section 47A of the Stamp Act, 1899 (in short 'the Act') was justified and secondly, as to whether the plant and machinery relating to fertilizer factory, were, in effect, transferred by means of the conveyance deed which forms the genesis of the disputation giving rise to this petition.;