(Prayer:- Writ Appeal filed under Clause 15 of Letters Patent as against the order passed by this Court dated 25.08.2025 made in W.P.(MD).No. 783 of 2025.

Writ Appeal filed under Clause 15 of Letters Patent as against the order passed by this Court in W.P.(MD)No.1064 of 2025 dated 23.09.2025.

Writ Appeal filed under Clause 15 of Letters Patent as against the order passed by this Court in W.P.(MD)No.25616 of 2025 dated 26.11.2025.

Writ Appeal filed under Clause 15 of Letters Patent as against the order passed by this Court in W.P.(MD)No.29434 of 2025 dated 16.10.2025.)

Common Judgment

N. Sathish Kumar, J.

1. Since the issue involved in all the Writ Appeals is one and the same, we are inclined to dispose of the same by a common judgment.

2. The present writ appeals have been filed by the appellants challenging the orders of the learned Single Judges, whereby the orders of the Registering Authority referring the sale certificate under Section 47-A of the Indian Stamp Act on the ground of undervaluation of the properties were quashed.

3. The Writ Petitioners purchased the properties through public auctions conducted by the authorities. When the sale certificates were presented for registration, registration was refused, and the matter was referred under Section 47-A of the Indian Stamp Act, 1899, on the ground of undervaluation of the properties. Challenging the said orders, the Writ Petitioners filed the above Writ Petitions.

4. The learned Single Judges, after considering various judgments of this Court as well as the Hon’ble Supreme Court, allowed the Writ Petitions and quashed the orders of the Registering Authorities. Aggrieved by the orders of the learned Single Judges, the present Writ Appeals have been filed.

5. The learned Advocate General and the learned Additional Advocate General appearing for the appellants submitted that Schedule I, Article 18 of the Indian Stamp Act, 1899, applies only to a certificate of sale granted to the purchaser of any property sold by public auction by a Civil or Revenue Court or other Revenue Officer. Only in such cases stamp duty is payable as on a conveyance, calculated on the market value equal to the amount of the purchase money. They further contended that sale certificates issued under proceedings under the SARFAESI Act, the IBC, or pursuant to any public auction conducted by a Court-appointed Receiver, would not fall within the ambit of Schedule I, Article 18 of the Indian Stamp Act, 1899, and therefore, registration of the sale document is mandatory. Registering Authorities have the power to refer the matter to Collector under Section 47A of the Indian Stamp Act, 1899.

6. It is also submitted that Section 2(14) of the Indian Stamp Act, 1899, was amended by Act 7 of 2019 with effect from 09.01.2020. According to them, instrument includes every document, by which any right or liability is, or purports to be, created, transferred, limited, extended, extinguished or recorded. Therefore, the said definition makes it clear that any sale certificate creating any right or liability falls within the ambit of an instrument. Hence, he would submit that under Section 47-A of the Indian Stamp Act, 1899, the Registering authority, while registering any instrument has reason to believe that market value of the property has not been truly set forth in the instrument, he may, after registering such instrument, refer the same to the Collector for determination of the market value of such property. Therefore, the said definition makes it clear that any sale certificate creating any right or liability falls within the ambit of an instrument. Hence, it is their contention that, in all public auctions, the value has been purposely reduced. Therefore, in such cases, the Registering Authority has every right to refer the instrument to determine the true market value of the property.

7. Further, it is their contention that a Full Bench of this Court in R.Thiagarajan Vs. Inspector General of Registration reported in 2019 (4) CTC 839 has held that the sale certificate issued by the Authorised Officer of the Bank cannot be equated with the sale certificate issued by a Civil or Revenue Court. The judgment of the Full Bench was ignored by all the other Benches. Further in the case of Official Liquidator Vs. M.Jeyakumar reported in (2010) 2 CTC 113, the learned Single Judge also clearly held that a sale made by the Official Liquidator is not a transfer by operation of law. They further submitted that a similar issue is already pending before the Hon’ble Supreme Court, which has directed that all such matters be clubbed for final hearing.

8. The learned Senior counsel and the learned counsel appearing for the Writ Petitioners would submit that as per Section 47-A of the Indian Stamp Act, 1899, the Registering Authority has no power to refer the sale certificate. Once the sale certificate is issued by operation of law, the proper stamp duty payable under Article 18 of Schedule I is as a conveyance. Therefore, their contention is that the Full Bench judgment of this Court in R.Thiagarajan’s case cannot be applied. They further submit that the Full Bench judgment of the Hon’ble Supreme Court in V.N.Devadoss v. Chief Revenue Control Officer-cum-Inspector and Others reported in (2009) 7 SCC 438 was not brought to the notice of the Full Bench of this Court. It is also their contention that, in another judgment in Registrar of Assurances and Others v. ASL Vyapar Private Ltd. and Others (Civil Appeal No. 8281 of 2022), the Hon’ble Supreme Court has clearly held that Section 47-A of the Indian Stamp Act, 1899, cannot be applied to a public auction carried out through Court processes or a Court-appointed receiver.

9. We have heard both sides and perused the materials placed on record.

10. The main issue arising in all the Writ Appeals is whether, once a sale certificate issued by operation of law under the SARFAESI Act, the IBC, or a public auction conducted by the Court Monitoring Cell is presented for registration, the Registering Authority has the power to refer such documents under Section 47-A of the Indian Stamp Act, 1899. In all the Writ Petitions, which are the subject matter of these Writ Appeals, the sale certificates were issued either under SARFAESI proceedings by the Authorised Officer, under the IBC, or through the liquidation process.

11. It is also relevant to note that the Transfer of Property Act regulates transfers made by the act of parties and not to the transfer by the operation of law. In Bharat Petroleum Corporation Ltd. Vs. P.Kesavan and another reported in (2004) 9 SCC 77, the Hon'ble Supreme Court in paragraph 12 and 20 held as follows:

                     “12. As would appear from the preamble of the Transfer of Property Act, the same applies only to transfer by act of parties. A transfer by operation of law is not validated or invalidated by anything contained in the Act. A transfer which takes place by operation of law, therefore, need not meet the requirement of the provisions of the Transfer of Property Act or the Indian Registration Act.

                     ...

                     20. The provisions of the Transfer of Property Act have no application in a case where a transfer of property takes place by operation of law.”

12. A Division Bench of this Court in the case of Inspector General of Registration Vs. K.K.Thirumurugan reported in 2015 1 CTC 526 held that the provisions of Section 47-A of the Indian Stamp Act, 1899, cannot be applied to an auction sale under the SARFAESI Act, 2002. However, the another Division Bench of this Court in the case of Inspector General of Registration Vs. Kanagalakshmi Ganagaru reported in (2017) 2 CWC 780 has held that a sale certificate under the SARFAESI Act, 2002 was amenable to Section 47-A of the Stamp Act, 1899.

13. In view of the conflicting judgments, the matter was referred to the Full Bench in the case of R.Thiagarajan's case. The Full Bench consisting of three Judges Bench concurring with the decision of the Kanagalakshmi Ganagaru's case and held that a sale conducted by the Authorised Officer under the SARFAESI Act is neither a sale by a Civil or Revenue Court nor by a Revenue Officer. Therefore, a certificate of sale requires mandatory registration and payment of stamp duty under Article 18(c) and 23 of the Indian Stamp Act without which it is a stillborn child/a void document.

14. It is further to be noted that in another Division Bench of this Court in the case of K.Chidambara Manickam Vs. Shakeena reported in (2007) 6 MLJ 488, held that sale certificate under the SARFAESI Act does not require registration. The decision in Chidambara Manickam’s case was confirmed by the Hon’ble Supreme Court on 20.08.2019 in Shakeena’s case, whereas the judgment of the Full Bench of this Court was delivered on 05.08.2019. Therefore, the Department cannot rely upon the Full Bench judgment of this Court.

15. It is further to be noted that the Full Bench judgment of the Hon'ble Supreme Court in V.N.Devadoss's case has clearly held that when the property was purchased in the open market, the question of non-disclosure of correct price in order to evade stamp duty does not arise and held that the properties were disposed of by the orders of BIFR and AAIFR and that too on the basis of value fixed by the Assets Sales Committee and therefore, Section 47-A of the Indian Stamp Act, 1899 has no application. It is relevant to note that the Full Bench judgment of the Hon’ble Supreme Court was never cited before this Court while deciding the applicability of Section 47-A to sales made by operation of law. It is further to be noted that, in Registrar of Assurances and Others v. ASL Vyapar Private Ltd. and Others reported in (2024) 17 SCC 572, the Hon’ble Supreme Court has clearly held that the provisions of Section 47-A of the Act do not apply to a public auction carried out through Court processes or a Court-appointed receiver, as such a process is the most transparent means of determining the correct market value of the property.

16. It is further to be noted that the Hon'ble Supreme Court in the case of Shanti Devi L.Singh Vs. Tax Recovery Officer reported in (1990) 3 SCC 605, has considered the provisions of Section 89(2) and (4) of the Registration Act, 1908. In paragraph 6, it is held as follows:

                     "In our opinion, there is no need to read the term 'revenue officer' in any restricted sense and that it is wide and comprehensive enough to include the TRO who effects a compulsory sale for the recovery of an income tax demand."

17. The Hon’ble Apex Court has clearly held that no restrictive meaning can be imposed towards “Revenue Officer”. The provisions under the SARFAESI Act, DRT, and IBC must be interpreted accordingly. The sale is ordinarily conducted through due process of law. Though the nomenclature may differ whether it is an Authorised Officer or a Liquidator, the fact remains that all such process result in a compulsory sale by operation of law. Hence, we are of the view that the term ‘Revenue Officer’ shall be liberally construed to include an Authorised Officer under SARFAESI proceedings, as well as officers acting under liquidation or IBC proceedings. Therefore, the real test, to determine whether a particular officer is a Revenue Officer, is whether such officer exercises the power of compulsory sale under a statute. When an Authorised Officer under SARFAESI proceedings exercises statutory duties for the recovery of public money by way of compulsory sale, such an officer would certainly fall within the ambit of the expression “Revenue Officer.”

18. It is also to be noted that Section 54 and the amendment brought under Section 4 of the Transfer of Property Act, 1882 relates to the transfer by inter vivos. “Transfer of property” under Section 5 of the Transfer of Property Act, 1882 is defined as follows:

                     “5. “Transfer of property” defined.- In the following sections “transfer of property” means an act by which a living person conveys property, in present or in future, to one or more other living persons, or to himself, [or to himself] and one or more other living persons; and “to transfer property” is to perform such act.

                     [In this section “living person” includes a company or association or body of individuals, whether incorporated or not, but nothing herein contained shall affect any law for the time being in force relating to transfer of property to or by companies, associations or bodies of individuals.]”

19. It is relevant to note that that in Esjaypee Impex Private Limited v. Assistant General Manager and Authorised Officer, Canara Bank, reported in (2021) 11 SCC 537, the Hon'ble Supreme Court, in paragraph 15 and 16 as held as follows:

                     “15. The learned counsel for the Bank agreed that the sale certificate has to be further validated and assured that the needful will be done within two weeks. However, a submission was made that the sale certificate was then to be handed over to the registering authority for registration and payment of stamp duty.

                     16.We are of the view that the mandate of law in terms of Section 17(2)(xii) read with Section 89(4) of the Registration Act, 1908 only required the authorised officer of the Bank under the SARFAESI Act to hand over the duly validated sale certificate to the auction purchaser with a copy forwarded to the registering authorities to be filed in Book I as per Section 89 of the Registration Act.”

20. After the above judgment when an auction purchaser in the Esjaypee Implex (P) Ltd has approached the Sub-Registrar, Purasaiwakkam, the Sub-Registrar had refused to file the sale certificate in Book I citing the order of the Full Bench and a circular dated 04.09.2019 issued by the Inspector General of Registration on the basis of the Full Bench judgment. Once again, judgment of the Full Bench of this Court in Dr.R.Thiagarajan's case was brought to the notice of the Hon'ble Supreme Court. Thereafter, the Inspector General of Registration and the Sub-Registrar, Purasaiwakkam were impleaded as parties before the Hon'ble Supreme Court, wherein on 29.10.2021, the Hon'ble Supreme Court passed the following order:

                     “The concerned impleaded authorities are before us now.

                     The direction has already been passed on 05.01.2021 for the duly validated certificate to be issued to the auction purchaser with a copy forwarded to the registering authorities to be filed in Book I as per Section 89 of the Registration Act. We may note that the effect of filing of the copies under the said Section 89 has the same effect as registration and obviates the requirement of any further action. The compliance of our direction already made on 05.01.2021 will not be impeded by any High Court judgment. Our order to be duly complied by the registering authority.”

21. Despite the Full Bench judgment brought to the notice of the Hon'ble Supreme Court, the Supreme Court has passed an order and in fact, the Hon'ble Supreme Court has reiterated its directions passed on 05.01.2021. Such direction is passed even after taking note of the Full Bench Judgment. Therefore, we are of the view that the Full Bench of this Court is impliedly overruled. Be that as it may, the Full Bench judgment of the Hon'ble Supreme Court in Devadoss' case has not even brought to the notice of this Court while deciding R.Thiagarajan's case. The Full Bench judgment of this Court in R.Thiagarajan's case has to yield the dictum already laid by the Hon'ble Supreme Court in Devadoss's case. On similar lines, this Court has also decided various aspects, including the nature of stamp duty, the applicability of Section 47-A of the Indian Stamp Act, 1899 to a sale certificate issued under SARFAESI proceedings, and whether surcharge is payable, in the case of M/s.Sri Balaji Fibre Vs. The Inspector General of Registration.

22. It is further to be noted that when a sale certificate is issued by operation of law under the IBC, SARFAESI, or by the Income Tax Department while discharging statutory duties, such officer must be held to be a ‘Revenue Officer’ for the purpose of reckoning stamp duty.

23. Article 18 of the Indian Stamp Act makes it clear that stamp duty on a sale certificate shall be payable as on a conveyance, for a market value equal to the amount of the purchase money only. The word ”Conveyance” is defined under Section 2(10) of the Stamp Act, which reads as follows:

                     “(10) Conveyance.- “Conveyance“ includes a conveyance on sale every instrument by which property, whether moveable or immovable, is transferred inter vivos and which is not otherwise specifically provided for by schedule I”.

24. The above definition makes it clear that only when the property is transferred inter vivos, the same will come within the ambit of conveyance. A sale certificate, however, is not a transfer inter vivos, but a consequence of a statutory process by operation of law. Such being the position, when a sale certificate is issued by operation of law in the exercise of statutory functions, it cannot be construed as a conveyance so as to attract the provisions of Section 47-A of the Stamp Act, 1899. Section 47-A of the Indian Stamp Act, 1899 reads as follows:

                     “47-A. Instruments of conveyance, etc., undervalued how to be dealt with.-(1) If the registering officer appointed under the Indian Registration Act, 1908 (Central Act XVI of 1908) while registering any instrument of conveyance, exchange or gift has reason to believe that the market value of the property which is the subject-matter of conveyance, exchange or gift has not been truly set forth in the instrument, he may, after registering such instrument, refer the same to the Collector for determination of the market value of such property and the proper duty payable thereon.”

25. The above provision makes it clear that the Registering Officer, while registering any instrument of conveyance (such as exchange, gift, release of benami right, or settlement), has reason to believe that the market value of the property which is the subject matter of the conveyance has not been truly set forth in the instrument, he may, after registering such instrument, refer the same to the Collector for determination of the market value of such property and the proper duty payable thereon.

26. The above provision makes it clear that only when there is a transfer by inter vivos does the question of referring the document for determination of the market value arise. Though considerable reliance has been placed by the learned Advocate General on Section 2(14) of the Indian Stamp Act, 1899 to contend that ‘instrument’ includes every document by which any right or liability is, or purports to be, created, transferred, limited, extended, extinguished, or recorded.

27. It is relevant to note that Section 17(2)(xii) of the Registration Act, 1908 makes it clear that a certificate of sale granted to the purchaser of any property sold by public auction by a Civil or Revenue Officer does not require compulsory registration. Since Section 47-A of the Indian Stamp Act, 1899 applies only to instruments of conveyance, and a sale certificate issued by operation of law is not a conveyance, as it does not involve a transfer inter vivos, we are of the view that a sale certificate issued by operation of law cannot be equated with a conveyance for the purposes of invoking Section 47-A of the Indian Stamp Act, 1899. Accordingly, a sale certificate issued by operation of law cannot be treated as a conveyance.

28. It is also relevant to refer the judgment in Vijayalakshmi Marketing, Partnership Firm Vs. State of Tamil Nadu reported in (2024) 4 MLJ 754. Paragraph Nos.5 to 10 of the said judgment reads as follows:

                     “5.The issue relating to payment of stamp duty on sale certificate is no longer res-integra. One of us [Hon-ble Mr.Justice R.Subramanian] has in Bell Tower Enterprises LLP, Rep. by its Managing Partner Vs. State of Tamil Nadu, Rep. by its Secretary to Government, reported in 2022 (5) CTC 454, after referring all the precedents on the issue of stamping of sale certificate had held that the stamp duty payable on the sale certificate is only 5% and the registration charges payable is 1% and had observed as follows:-

                     “25. From the above discussion, it could be seen that in view of the pronouncement of the Hon'ble Supreme Court in Esjaypee Impex Pvt Ltd v. Assistant General Manager and Authorised Officer, Canara Bank, the law as it stands today is that an Authorised Officer, who conducts a sale under the provisions of the SARFAESI Act, would be a Revenue Officer and the certificate issued by him in evidence of such sale, would be a document which is not compulsorily registrable under Section 17(2) (xii) of the Registration Act. It would be sufficient, if the document is lodged with the Registrar under Section 89(4) to be filed by him in the Book-I maintained by him. The decisions of this Court in the Inspector General of Registration v. K.K.Thirumurugan, (Division Bench,) The Inspector General of Registration v. Kanagalakshmi Ganaguru, (Division Bench), Dr.R..Thiagarajan v. Inspector General of Registration, (Full Bench) and The Inspector General of Registration v. Prakash Chand Jain, (Division Bench) are no longer good law, in view of the pronouncement of the Hon'ble Supreme Court in Esjaypee Impex Pvt Ltd v. Assistant General Manager and Authorised Officer, Canara Bank.

                     26. The next question that would arise is to the amount of stamp duty and registration charges payable, if such certificate is presented for registration. Article 18 of the Stamp Act, provides for Stamp Duty payable on a certificate of sale granted by a Civil or Revenue Court or Collector or other Revenue Officer. Clause (c) of Article 18 makes the duty payable for a conveyance would apply to a Sale Certificate also. Under Article 23 of the Stamp Act, the Stamp Duty payable on a sale is 5% as per G.O.Ms.No.46, CT and All Department dated 27.03.2012. As already pointed out since the document would not be a conveyance, there is no question of payment of any Surcharge either under Section 116-A of the Tamil Nadu District Municipality Act, 1920 or under the Tamil Nadu Duty on Transfer of Property (in Municipal Areas) Act (32 of 2009).”

                     6. The said judgment was also followed by another learned Single Judge of this Court in N.C.Suresh Kumar and another Vs. Inspector General of Registration reported in 2023 (5) MLJ 176. Therefore, the demand made by the Sub-Registrar that the petitioner must pay enhanced stamp duty is not justified.

                     7. As regards the reference made under Section 47~A of the Stamp Act we are constrained to hold that such a reference is not authorized by Section 47-A. The Hon-ble Supreme Court in Registrar of Assurances and another Vs. ASL VYAPAR Private Ltd. & another made in Civil Appeal No.8281 of 2022 dated 10.11.2022 after referring to the earlier judgment in V.N.Devadass Vs. Chief Revenue Control Office -cum- Inspector and others reported in (2009) 7 SCC 438 held that a reference under Section 47~A cannot be resorted, where a sale is by public auction by the officers appointed by the Court. In doing so the Hon-ble Supreme Court observed as follows:

                     “22. On the conspectus of the matter, we have not the slightest hesitation in upholding the view that the provision of Section 47A of the Act cannot be said to have any application to a public auction carried out through court process/receiver as that is the most transparent manner of obtaining the correct market value of the property.

                     23. It is no doubt true that in a court auction, the price obtainable may be slightly less as any bidder has to take care of a scenario where the auction may be challenged which could result in passage of time in obtaining perfection of title, with also the possibility of it being overturned. But then that is a price obtainable as a result of the process by which the property has to be disposed of. We cannot lose sight of the very objective of the introduction of the Section whether under the West Bengal Amendment Act or in any other State, i.e., that in case of under valuation of property, an aspect not uncommon in our country, where consideration may be passing through two modes ? one the declared price and the other undeclared component, the State should not be deprived of the revenue. Such transactions do not reflect the correct price in the document as something more has been paid through a different method. The objective is to take care of such a scenario so that the State revenue is not affected and the price actually obtainable in a free market should be capable of being stamped. If one may say, it is, in fact, a reflection on the manner in which the transfer of an immovable property takes place as the price obtainable in a transparent manner would be different. An auction of a property is possibly one of the most transparent methods by which the property can be sold. Thus, to say that even in a court monitored auction, the Registering Authority would have a say on what is the market price, would amount to the Registering Authority sitting in appeal over the decision of the Court permitting sale at a particular price.”

                     8. The Court upheld the view expressed in V.N.Devadass Vs. Chief Revenue Control Office (supra) and answered the reference as follows:

                     “31. We are, thus, of the view that this reference is required to be answered by opining that in case of a public auction monitored by the court, the discretion would not be available to the Registering Authority under Section 47A of the Act.”

                     9. In view of the above categoric pronouncement of the Hon'ble Supreme Court we conclude that the impugned action of the Sub~Registrar viz., the 3rd respondent are unwarranted and against law. The learned Single Judge however dismissed the writ petition at the admission stage itself and concluded that it will be open to the petitioner to raise all the issues in the 47-A proceedings. Unfortunately the attention of the learned Single Judge was not drawn to the recent pronouncement of the Hon-ble Supreme Court in Registrar of Assurances and another Vs. ASL VYAPAR Private Ltd. & another (supra). Hence, we are forced to interfere with the order of the learned Single Judge.

                     10. In fine, the writ appeal is allowed the order of the learned Single Judge dismissing the writ petition is set aside. The demand made by the sub-Registrar is also set aside. The 47~A proceedings are quashed. All duty collected from the appellant except the duty of 5% + 1% i.e., found payable as per the judgment of this Court in Bell Tower Enterprises LLP, Rep. by its Managing Partner Vs. State of Tamil Nadu, Rep. by its Secretary to Government (Supra) will be refunded to the petitioner with interest at 9% from the date of payment till date of repayment. It is seen that the petitioner has also paid a sum of Rs.74,50,000/~ towards additional duty in the proceedings under Section 47-A of the Stamp Act. The said sum will also be refunded to the petitioner with interest at 9% from the date of payment viz., 22.03.2024 till date of repayment. No costs. Consequently, the connected miscellaneous petitions are closed.”

29. Considering all the above judgments and discussions, we are of the view that once a sale certificate is issued by operation of law and the sale is effected through a public auction, the question of referring the sale certificate under Section 47-A of the Indian Stamp Act does not arise at all.

30. In view of the above, all the Writ Appeals are dismissed. There shall be no order as to costs. Consequently, connected miscellaneous petitions are closed.