Amrita Motors Private Limited vs The District Registrar (General), Kozhikode and Sub Registrar, Koduvally, Kozhikode District

Justice T.R. Ramachandran Nair

The petitioner is a private limited Company. As per Ext.P1 sale deed, for the purpose of business, a total extent of 1 Acre and 17 cents in different survey numbers of Koduvally Sub Registrar Office was purchased by the company.It is stated in para.3 that due to inadvertant oversight, instead of "M/s.Amrita Motors Private Limited" in the document it was mentioned as "for Amrita Motors Private Limited, partners, 1.B.S.Nayar, 2.Sureshkumar, 3.Soman, 4.K.Ramachandran and 5.Usha Sukumaran". It is pointed out that these persons are only Directors and there cannot be any partners in a Private Limited Company. But the mistake was not noticed by the petitioner for a long time. After noticing the mistake, rectification deeds were executed and a copy of the same is produced as Ext.P2. It is the contention of the petitioner that there is only a correction of a mistake and it does not amount to creation of any new right on any parties concerned and therefore, the same is perfectly justified.

But the respondents took the view that it amounts to a sale deed and, therefore, stamp duty will have to be paid, at the rate payable to sale deeds. Ext.P4 is the order issued.

Heard the learned Senior Counsel for the petitioner and the learned Government Pleader. In the counter affidavit in para.4 it is stated that the Sub Registrar, Koduvally was of the opinion that it was a material change to the document and it should be treated as a fresh deed in case of stamp duty.

A reading of the document will show that what is sought to be corrected is only a mistake. There cannot be a dispute that the very same persons are Directors of the Company and they were not acting as Partners to a Partnership Concern. The concept as regards a Company and Partnership are distinct. The document will not show that there is any conveyance or any other transactions whereby the properties have been re-transferred or re-assigned or sold. In that view of the matter, the petitioner is entitled to succeed in the writ petition. The writ petition is, accordingly, allowed. Exts.P5 and P6 are quashed. The documents will be treated as duly registered. No costs.