Title passes on intended transfer date where statutory approval is a condition precedent to completion.

Title to specific movable goods passes when the parties intend it to pass under Section 19 of the Sale of Goods Act, 1930, and a contractual stipulation making transfer subject to statutory approval postpones completion until that approval is granted. The document explains that where the agreement required the Registrar of Newspapers' sanction and the consideration was fixed only later, delivery alone did not complete the sale. On that footing, the transfer was treated as concluded only on the date of sanction, with the result that the asset was held for more than 36 months and the capital gain was long-term.

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Issues: Whether the sale of the printing machines was completed on delivery or only upon the Registrar's sanction, and consequently whether the resulting capital gain was long-term.

Analysis: The governing test was the intention of the parties as to when property in specific goods passed. Under Section 19 of the Sale of Goods Act, 1930, title passes when the parties intend it to pass. The agreement made the transfer subject to statutory approval by the Registrar of Newspapers, and the sale consideration was fixed only later. The assessee's books also treated the transaction as concluded only after sanction was obtained. These circumstances showed that delivery did not by itself complete the sale.

Conclusion: The sale was concluded only on the date of sanction, so the asset was held for more than 36 months and the capital gain was long-term. The question was answered in the affirmative and against the Revenue.

Ratio Decidendi: In a sale of specific movables, title passes when the contract and surrounding circumstances show that the parties intended it to pass, and a statutory approval stipulated as a prerequisite postpones completion of the transfer until that approval is granted.

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