Liquidation sale by sealed tender is a conveyance, while stamp valuation must first resolve clubbing objections.

A sale of company property in liquidation by sealed tender, followed by a deed executed by the official liquidator, was treated as a conveyance rather than a sale certificate because article 18 of Schedule IB applies only where the seller is legally empowered both to sell by public auction and to issue a sale certificate; the instrument was therefore chargeable under article 23. On valuation, the revenue authority could not direct technical assessment of plant and machinery without first deciding the preliminary objection whether that value could be clubbed with the land for stamp purposes. That valuation direction was set aside to that extent and the matter was remanded for fresh decision.

---

---

Issues: (i) Whether a sale of company property in liquidation through sealed tenders and a deed executed by the official liquidator amounted to a sale certificate under article 18 of Schedule IB to the Indian Stamp Act or a conveyance under article 23; (ii) whether the Chief Controlling Revenue Authority could direct valuation of the plant and machinery without first deciding whether its value could be clubbed with the land for stamp valuation.

Issue (i): Whether a sale of company property in liquidation through sealed tenders and a deed executed by the official liquidator amounted to a sale certificate under article 18 of Schedule IB to the Indian Stamp Act or a conveyance under article 23.

Analysis: The liquidator, and not the court, was the statutory seller under the Companies Act, and the sale deed executed on confirmation passed title on behalf of the company. The court's sanction and confirmation under the Companies (Court) Rules did not make the sale a court sale in the sense required for article 18. Article 18 applied only where the seller was empowered by law both to sell by public auction and to issue a sale certificate. A sealed tender process was treated as distinct from a public auction, and no statutory power existed for the official liquidator to issue a sale certificate. The instrument therefore fell within the definition of conveyance.

Conclusion: The instrument was not covered by article 18 and was chargeable as a conveyance under article 23.

Issue (ii): Whether the Chief Controlling Revenue Authority could direct valuation of the plant and machinery without first deciding whether its value could be clubbed with the land for stamp valuation.

Analysis: The authority had directed technical valuation of the plant and machinery without recording a finding on the preliminary objection whether the plant and machinery could be clubbed with the land for determining market value. That omission went to the legality of the direction and required reconsideration. The petitioner was left free to raise all other objections, including the applicability of section 47A, before the authority on remand.

Conclusion: The direction for valuation was unsustainable to that extent and was set aside, with the matter remanded for fresh decision on the unresolved question.

Final Conclusion: The writ petition succeeded only in part: the stamp classification issue was decided against the petitioner, but the impugned remand direction on valuation was interfered with and the authority was required to decide the matter afresh in accordance with law.

Ratio Decidendi: For article 18 to apply, the statute must specifically empower both sale by public auction and issuance of a sale certificate; a sale by sealed tender followed by a deed executed by the official liquidator is a conveyance, not a sale certificate.

---