TMI Blog1977 (11) TMI 117X X X X Extracts X X X X X X X X Extracts X X X X ..... and Surinder Chawla, in lieu of which 1,440 equity shares of Rs. 100 each, fully paid up, of the petitioner were allotted to them. The petitioner in pursuance of the provisions of section 75(1) of the Companies Act, 1956 (1 of 1956), (herein called "the Companies Act") filed a return (annexure "A") before the Registrar of Companies in respect of the said shares allotted to Brij Lal Chawla and Surinder Chawla for having acquired the business of Sudarshan Talkies for a total consideration of Rs. l,45,354.58. Since no deed had been executed between the parties in respect of this transaction, the particulars of the contract for allotment of the above-said shares, required to be furnished under section 75(2) of the Companies Act, were furnished in Form 3, prescribed under the Companies Act. Stamp duty of Rs. 5 was paid on Form 3, by affixing the adhesive stamp of the said value on it. The Assistant Registrar of Companies, on examining Form 3, was of the view that the document was not properly stamped. He impounded the document, holding that it was a conveyance deed and sent it for recovery of duty and penalty, etc., to the Collector. It is alleged that the Collector, respondent No. 2, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... contentions raised in the petition. The preliminary objection urged by the respondents is without any merit. On the failure of the Chief Controlling Revenue Authority to refer the other questions, it was open to the petitioner to file a petition for the issuance of mandamus calling upon him to refer the said questions. If instead of resorting to that procedure, he filed the present petition, it cannot be said that it may not be entertained. The application made by the petitioner before the Chief Controlling Revenue Authority raised substantial questions of law, and the authority was bound to state the case in compliance with its obligations envisaged under section 57(1) of the Stamp Act. In the circumstances, no useful purpose will be served in driving the petitioner to file a writ for the issuance of mandamus. We accordingly proceed to dispose of the present petition on merits. In Banarsi Dass Ahluwalia v. Chief Controlling Revenue Authority, AIR 1968 SC 497, it was observed that section 57(1) of the Stamp Act imposes a duty on the authority to state the case when it raises a substantial question of law. That duty is not affected by the question whether a case is pending b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stions than the one referred to in Stamp Duty Reference No. 1 of 1970, the petitioner be not heard on the question now sought to be urged in the writ petition is without any merit. Coming to the merits of the case, with a view to appreciate the submission of the petitioner it would be appropriate to note the relevant provisions of section 75 of the Companies Act. The said provisions read as under : "75. Return as to allotments. Whenever a company having a share capital makes any allotment of its shares, the company shall, within thirty days thereafter, ( a )file with the Registrar a return of the allotments, stating the number and nominal amount of the shares comprised in the allotment, the names, addresses and occupations of the allotees, and the amount, if any, paid or due and payable on each share : Provided that the company shall not show in such return any shares as having been allotted for cash if cash has not actually been received in respect of such allotment ; ( b )in the case of shares (not being bonus shares) allotted as fully or partly paid up otherwise than in cash, produce for the inspection and examination of the Registrar a contract in writing constituti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted. It is, therefore, evident that the return which is required to be filed in pursuance of the provisions of sub-section (1), clause ( b ), must show the number and the amount of shares allotted indicating the extent to which they are to be treated as paid up, and the consideration for which they have been allotted. The idea implicit in this provision is to ensure that the share capital of the company reflects cash or other valuable assets. Now, according to sub-section (2), if a contract contemplated in clause ( b ) of sub-section (1) is not reduced to writing, a duty is cast on the company to file with the Registrar of Companies the prescribed particulars of the contract. These particulars are required to be filed within "thirty days" after the allotment of shares. The form in which these particulars are to be filed is to bear the same stamp duty as would have been payable if the contract had been reduced to writing. The particulars so furnished shall be deemed to be an instrument within the meaning of the Stamp Act. Fu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ordingly on the form furnishing the requisite particulars has to be determined as if it was a contract made in writing. It is beyond the pale of controversy that the particulars which are required to be furnished arc in respect of the particulars of the contract constituting the title of the allotment of shares and of the consideration of the contract. No title to allotment would accrue in the absence of a contract. In the instant case, the particulars that were furnished in Form 3 had to be and in fact were in respect of the oral contract between the parties in respect of the title of the allottees to the allotment of shares ; in the absence of such a contract they would not derive any title to the allotment of shares. We are fortified in our view from the judgment of the Allahabad High Court in Sri Raj Sachdeva v. Board of Revenue, AIR 1959 All. 595 (SB). We now proceed to examine Form 3, in the light of our above observation, filed by the petitioner giving the information required to be furnished under section 75(2) of the Companies Act. So read, it has to be held that the Form gives particulars of the conveyance deed pertaining to the immovable property rather than partic ..... X X X X Extracts X X X X X X X X Extracts X X X X
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