Collector and Additional Superintendent of Stamps v. Arvind Brands Ltd.

High Court of Gujarat at Ahmedabad, Division Bench | Date of Decision: 30/09/2026 Case Number: R/Letters Patent Appeal No. 54 of 2015, in R/Special Civil Application No. 649/2001 Bench: Hon’ble the Chief Justice Mrs. Justice Sunita Agarwal (author) and Hon’ble Mr. Justice Divyesh A. Joshi

BACKGROUND

This intra-court Letters Patent Appeal was filed by the Collector and Additional Superintendent of Stamps against a judgment and order dated 23.07.2013 of a learned Single Judge of the Gujarat High Court, which had allowed a writ petition filed by Arvind Brands Ltd. (the original petitioner, respondent in this appeal) and quashed a notice dated 03.01.2001 by which the stamp authorities had sought to impound an instrument dated 10.01.2000 under Section 68 of the Gujarat Stamp Act, 1958. The underlying transaction was an agreement to sell executed between the original petitioner and Arvind Mills Ltd., concerning the transfer of a division (described as a garment division) to a group company; the agreement purported to cover transfer of immovable property as well as “work undertaking or business” referred to therein, including a trademark.

The petitioner’s case before the Writ Court was that the stamp authorities, invoking Section 68 of the Stamp Act, had entered the petitioner’s premises and taken custody of the agreement to sell, impounding it without following due process specifically, without issuing a prior notice under Section 68 before impounding and in circumstances where the document had not been “received” by the concerned officer in the discharge of his official duty (a jurisdictional precondition under the relevant provisions). The petitioner further contended that, with respect to the property and transactions referenced in the agreement to sell, separate and distinct instruments had in fact been executed: registered sale deeds for the immovable properties situated in Gujarat (on which appropriate stamp duty had been paid) and a separate deed of assignment for the trademark, which had been registered with the Trade Mark Registry at Bombay (Maharashtra) and was accordingly governed by Maharashtra law, the trademark (as intangible intellectual property) having no fixed “situs” in Gujarat such that the Gujarat stamp authorities lacked territorial jurisdiction to levy duty on that assignment. The respondent State contended before the Writ Court that an alternative remedy was available (bearing on maintainability), and, on merits, that the agreement to sell covered both immovable and movable property (including the trademark) and therefore constituted a “conveyance” within the meaning of Section 2(g) of the Stamp Act, attracting stamp duty on the full transaction; it did not dispute that no prior notice had been issued before the Section 68 action.

The learned Single Judge held that Section 33 of the Stamp Act (examination and impounding of instruments) applies only where an instrument is produced before a public officer in the discharge of his official duty and that the agreement to sell in this case had not been so produced before the stamp authority but had instead been impounded when produced before another authority for an unrelated statutory compliance purpose rendering the exercise of power under Section 68 impermissible in the circumstances. The Single Judge further held that the notice proceeded on an erroneous factual assumption, since separate registered sale deeds (bearing appropriate stamp duty) had already been executed for the Gujarat immovable properties and the trademark assignment had been separately executed and registered with the Trade Mark Registry at Bombay, falling outside the territorial jurisdiction of the Gujarat stamp authorities; and that, in any event, a mere agreement to sell does not itself create or transfer any right, title or interest in immovable property under the Transfer of Property Act, such interest passing only upon registered conveyance. On this basis, the Single Judge quashed the impugned notice dated 03.01.2001 (referred to in one part of the Single Judge’s reasoning as dated 17.01.2001) and allowed the writ petition.

ISSUES FOR DETERMINATION

1. Whether the learned Single Judge correctly held that the stamp authorities lacked jurisdiction to impound the agreement to sell under Section 68 of the Gujarat Stamp Act, 1958, in circumstances where the instrument had not been produced before the officer in the discharge of his official duty.
2. Whether the impugned notice was vitiated by the erroneous factual premise that the agreement to sell itself effected a transfer of ownership of both the Gujarat immovable properties and the trademark, when separate registered sale deeds (for the immovable properties) and a separate registered deed of assignment (for the trademark, registered in Maharashtra) had in fact been executed to give effect to the underlying transaction.
3. Whether the Gujarat stamp authorities had territorial jurisdiction to levy stamp duty in respect of the trademark assignment, given that the deed of assignment had been executed and registered with the Trade Mark Registry at Bombay (Maharashtra).
4. Whether the appellant (State) could, for the first time in appeal, raise a new argument based on Section 19 of the Gujarat Stamp Act, 1958 (concerning differential stamp duty payable where “anything done” in relation to property is effected pursuant to a conveyance), not having raised this plea before the Writ Court.
5. Whether there was any ground warranting appellate interference with the Single Judge’s judgment quashing the impugned notice.

KEY HOLDINGS OF THE COURT

1. The Division Bench upheld the Single Judge’s finding and reasoning in full, holding that there was no dispute in the appeal that registered sale deeds had in fact been executed in respect of the properties that were the subject matter of the agreement to sell a factual position the appellant did not contest.
2. On the quantum of stamp duty payable on the agreement to sell itself, the Court noted the submission of senior counsel for the respondent not disputed by the Assistant Government Pleader for the State that under the Gujarat Stamp Act, 1958, an agreement to sell that does not itself create any new right, title or interest attracts stamp duty of only ₹100 (the agreement in question having in fact been executed on a stamp of ₹100).
3. On the appellant’s new argument invoking Section 19 of the Gujarat Stamp Act, 1958 (concerning differential duty payable where something is done in relation to the property that is the subject matter of a conveyance), the Court held that this plea had not been raised before the Writ Court and was being raised for the first time in the appeal; the Court declined to entertain it on this basis.
4. The Court held that no other argument had been advanced to assail the Single Judge’s specific findings namely, that the impugned notice proceeded on the erroneous assumption that the agreement to sell itself constituted a sale/transfer of the immovable property and the trademark, when in fact separate sale deeds had been executed and registered with the competent registering authorities for each of the properties referenced in the agreement to sell.
5. The Court further noted, as a point of significance, that the registered sale deed executed pursuant to the agreement to sell in respect of the Gujarat property had itself not been impounded by the stamp authorities underscoring the inconsistency in the authorities’ position of impounding the preliminary agreement to sell while leaving the actual registered conveyance documents untouched.
6. The Court held that the submissions regarding the sale/assignment of the trademark (as intellectual property) and the use of that property for business purposes within Gujarat were of no relevance for purposes of the Gujarat Stamp Act, 1958 implicitly affirming the Single Judge’s reasoning that the trademark assignment, having been executed and registered in Maharashtra, fell outside the Gujarat stamp authorities’ territorial jurisdiction.
7. Final operative order: Finding no good ground to interfere with the impugned judgment, the Division Bench dismissed the appeal, with no order as to costs.

STATUTORY PROVISIONS INVOLVED

Section 68 of the Gujarat Stamp Act, 1958, empowering impounding of instruments, was the provision under which the stamp authorities had purported to act in issuing the impugned notice; the Single Judge (and, on appeal, the Division Bench) held that its exercise required the instrument to have been duly produced before the officer in the discharge of official duty a precondition held not to have been satisfied on the facts.

Section 33 of the Gujarat Stamp Act, 1958, concerning examination and impounding of instruments by a person or public officer “in charge of a public office before whom the instrument is produced,” was construed by the Single Judge (and left undisturbed by the Division Bench) to require that the instrument be produced before the officer in the course of that officer’s official duty not, as here, impounded when it came into the officer’s hands while produced before another authority for an unrelated statutory purpose.

Section 39 of the Gujarat Stamp Act, 1958, concerning the Collector’s power in relation to instruments, was noted by the Single Judge as similarly premised on the instrument having been received by the Collector; where not so received, the proper recourse is to call upon the relevant party to produce the instrument.

Section 2(g) of the Gujarat Stamp Act, 1958, defining “conveyance,” was invoked by the State to argue that the agreement to sell, covering transfer of right, title and interest in property, constituted a “conveyance” attracting stamp duty; this argument did not ultimately prevail given the finding that separate registered conveyances had already been executed for the actual transfers.

Section 19 of the Gujarat Stamp Act, 1958, concerning differential stamp duty where something is done in relation to property that is the subject matter of a conveyance, was raised for the first time by the State in the present appeal; the Court declined to consider this new plea, not having been raised before the Writ Court.

General principles under the Transfer of Property Act (not separately numbered in the judgment but referenced by the Single Judge) that an agreement to sell does not by itself create or transfer any right, title or interest in immovable property, such interest passing only by a registered sale deed were relied upon to hold that the agreement to sell could not itself be treated as effecting the transfers the stamp authorities sought to tax.

REASONING OF THE COURT

The Division Bench’s reasoning was comparatively brief, given that it found the Single Judge’s detailed analysis unassailed on the central points. The Court’s approach was essentially one of appellate deference combined with a procedural bar: having examined the Single Judge’s reasoning that the impugned notice rested on a factually incorrect premise (treating the mere agreement to sell as itself effecting the transfers of both immovable property and the trademark, when separate, duly executed and registered conveyance instruments existed for each) and a jurisdictional defect (the trademark assignment having been registered in Maharashtra, outside Gujarat’s territorial stamp jurisdiction and the Section 33/68 impounding power having been exercised without the instrument being properly “received” in the course of official duty) the Division Bench found that the State had failed to identify any specific error in this reasoning on appeal. The Court’s treatment of the belated Section 19 argument reflected an orthodox application of the principle that new grounds not raised before the court of first instance ordinarily cannot be introduced for the first time on appeal, particularly where (as here) the argument would require fresh factual or legal engagement not considered below. The Court’s observation that the registered sale deed for the Gujarat property had itself not been impounded functioned as a telling, almost rhetorical, reinforcement of the inconsistency in the stamp authorities’ position if the authorities genuinely believed the underlying transaction required additional duty, the logical target would have been the actual conveyance instruments (which were left untouched), not the preliminary agreement to sell (which does not itself transfer title). The Court’s brief disposal of the trademark/intellectual-property argument holding it “of no relevance” for Gujarat Stamp Act purposes reflects acceptance, without extended independent elaboration, of the Single Judge’s more developed reasoning that intangible intellectual property such as a trademark, assigned and registered at a specific Trade Mark Registry location (here, Bombay), is appropriately subject to the stamp law of that jurisdiction rather than the jurisdiction where the underlying business or property happens to be used.

DOCTRINAL SIGNIFICANCE

Within the bounds of what was actually decided, this is a narrow, fact-specific appellate affirmance in a stamp duty dispute, resolved substantially on the ground that the State failed to dislodge the Single Judge’s core factual and jurisdictional findings, compounded by a procedural bar on a new argument raised for the first time on appeal. Its principal points of interest lie in the reaffirmation of two established principles in the stamp duty context: first, that the power to impound an instrument under provisions modelled on Section 33/68 of a State Stamp Act requires that the instrument be produced before the relevant officer in the discharge of official duty and does not extend to instruments that come into an officer’s possession incidentally, in connection with an unrelated statutory process; and second, that a trademark assignment, being registered with the Trade Mark Registry at a specific location, is properly subject to the stamp law of that registering jurisdiction rather than the stamp law of a State where the underlying business happens to operate or where other, separate (and separately stamped) property transactions occur a point of some practical relevance for cross-jurisdictional business restructuring transactions involving both immovable property and intellectual property assets being transferred as part of a single commercial arrangement but documented through discrete, jurisdiction-specific conveyance instruments. The judgment does not purport to resolve any broader or more general question of law beyond the specific facts before it and its holding on the Section 19 argument is confined to a procedural bar (new ground not raised below) rather than any substantive ruling on that provision’s scope or applicability.

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