Allotment of shares not a conveyance under the Stamp Act; Form VII records an agreement, not a transfer of property.

Allotment of fully paid shares by a company in consideration other than cash does not constitute a transfer of property by the company and therefore does not amount to a "conveyance" under the Stamp Act; particulars recorded in Form VII describe an agreement of allotment and not a conveyance, so Form VII is not stampable as a conveyance. The analysis distinguishes the company's original issue of shares from a subsequent proprietary interest in the hands of a shareholder and excludes reliance on appropriation concerns under the Sale of Goods Act as determinative for this conclusion.

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Issues: Whether the particulars of a contract recorded in Form VII under section 104 of the Indian Companies Act, relating to allotment of fully paid shares otherwise than in cash, amount to a "conveyance" within the meaning of the Stamp Act.

Analysis: The Court examined the nature of allotment by a company of its shares for consideration other than cash and the definition of "conveyance" in the Stamp Act. It considered whether a company, when issuing shares for the first time, can be regarded as transferring property such that the instrument records a conveyance; contrasted the position of shares as property in the hands of a shareholder with the company's act of original issue; and noted that the issue of shares does not involve transfer of property already vested in the company. The Court observed that the case did not require resolution of ancillary arguments based on the Sale of Goods Act concerning appropriation of unascertained goods.

Conclusion: The contract particulars recorded in Form VII did not amount to a "conveyance" within the meaning of the Stamp Act; Form VII was correctly treated as an agreement, not a conveyance.

Ratio Decidendi: An original issue or allotment of shares by a company to an allottee does not constitute a transfer of property by the company and therefore does not amount to a "conveyance" under the Stamp Act.

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