M/S.Tri Infra Studio Pvt. Limited vs The Inspector General Of Registration on 23 September, 2025

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Madras High Court

M/S.Tri Infra Studio Pvt. Limited vs The Inspector General Of Registration on 23 September, 2025

2.The properties that are the subject matter of this writ petition belonged to C.P Spinning Mills Pvt Ltd., The said company availed loan from the Catholic Syrian Bank Ltd by mortgaging the said properties. The company committed default and went into liquidation. The properties were brought to auction sale under the provisions of the SARFAESI Act, 2002. The Authorised Officer invited bids vide public notification dated 30.12.2023. The writ petitioner's bid was highest. The Authorised Officer issued sale certificate in favour of the petitioner on 28.03.2024. It was presented to the registering authority for registration. The writ petitioner paid 7% towards stamp duty and 4% towards registration fees. Yet, the registering authority did not register the sale certificate but kept it as a pending document. The registering authority was of the view that the value of the property sold had to be determined. The petitioner was informed that the document has been kept pending for determination of the market value. Challenging the stand of the registering authority, this writ petition has been filed. 3/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025

3.Even though the issue regarding filing and registration of sale certificates has been the subject matter of quite a few decisions of the Hon'ble Supreme Court as well as this Court, there still appears to be considerable doubt and confusion in the mind of the authorities. This can be illustrated from the simple fact that an impliedly overruled Full Bench decision of this Court reported in 2019 (4) CTC 839 (Dr.R.Thiagarajan v. I.G of Registration) continues to be relied upon by every law officer representing the registering authority. I, therefore, propose to shed some clarity on the issue even while disposing of this writ petition.

4.Any sale certificate granted to the purchaser of any property sold by public auction by a civil or revenue officer does not require registration (vide Section 17(2)(xii) of the Registration Act). Since a sale certificate is not a compulsorily registrable document, transfer of title in favour of the certificate holder is not vitiated by its non-registration (vide Shanti Devi L.Singh v. Tax Recovery Officer (1990) 3 SCC 605).

5.In Shanti Devi L.Singh, it was held that there is no need to read the term “a revenue officer” in any restricted sense. Section 89(4) of the 4/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025 Registration Act, 1908 mandates that every revenue officer granting a certificate of sale to the purchaser of immovable property sold by public auction shall send a copy of the certificate to the registering officer within the local limits of whose jurisdiction the whole or any part of the property comprised in the certificate is situate and such officer shall file the copy in his Book No.1 or get it scanned. This statutory mandate has been reiterated in Essjaypee Impex (P) Ltd v. Canara Bank (2021) 11 SCC 537. It was held that the authorised officer of the bank under SARFAESI Act was only required to hand over the duty validated sale certificate to the auction purchaser with a copy forwarded to the registering authorities to be filed in Book I.

6.Mere filing under Section 89(4) of the Registration Act itself is sufficient when a copy of the sale certificate is forwarded by the authorised officer to the registering authority (The State of Punjab v. M/s.Ferrous Alloy Forgings P Ltd (2024 INSC 890). Since issuance of such certificate does not create or extinguish any title, it would not attract any stamp duty which is applicable qua an instrument of sale of immovable property (AIR 1991 SC 401 MCD v. Pramod Kumar Gupta). 5/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025 When the copy of sale certificate is forwarded for filing in Book I under Section 89(4) of the Act, the registering authority cannot refuse to file the copy and demand payment of stamp duty and registration fee (I.G of Registration v. Tripower Enterprises, 2022 (7) MLJ 113). However, the position would be different when the auction purchaser presents the sale certificate for registration. In that event, Article 18 of the First Schedule to the Stamp Act gets attracted.

7.Article 18 is to the effect that stamp duty has to be levied on a certificate of sale as in the case of a conveyance (Article 23) for a market value equal to the amount of the purchase money only. The expression “only” is significant. In other words, while for a deed of conveyance, stamp duty is levied on the market value of the property which is the subject matter of conveyance, as per Article 18, the purchase money set out in the sale certificate is to be taken as the market value. In other words, the registering authority cannot go behind the value set out in the sale certificate and the question of making reference under Section 47A of the Stamp Act will not arise. A sale certificate issued by an authorised officer to a purchaser at a public auction cannot be impeached on the 6/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025 ground of undervaluation (2024 SCC OnLine Mad 3922, I.G of Registration v. Kovai Medical Center & Hospital Ltd). The underlying rationale for the aforesaid proposition is found in Registrar of Assurances v. ASL Vyapar (2022 SCC OnLine SC 1554).

8.A doubt was raised whether filing of a sale certificate has the same effect as that of registration. The answer is a resounding “yes”. As early as in 1883, the Division Bench of the Madras High Court in Tinnappa Chetti v. Mumgappa Chetti (1883 7 ILR Mad 107) held that a sale certificate filed by the Registrar must be regarded as a registered document, that being the method of registration prescribed by the Act for sale certificates. The Hon'ble Division Bench of the Kerala High Court in the decision reported in 1986 SCC OnLine Ker 62 (Gopalan Nair v. Government of Kerala) also held that a certificate of sale, copy of which has been filed in Book No.I as provided in Section 89(2) of the Act is a registered document. The same view was taken by another Bench in Madhavi Amma v. State of Kerala (1986 SCC OnLine Ker 81). 7/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025

9.In I.G of Registration v. G.Madhurambal (2022 SCC OnLine SC 2079), the Hon'ble Supreme Court held as follows :

“...We may refer to the judgments by the Madras High Court in the Board of Revenue No. 2 of 1875 (In Re : Case Referred) dated 19.10.1875 opining that a certificate of sale cannot be regarded as a conveyance subject to stamp duty, by the Allahabad High Court in Adit Ram v. Masarat-un- Nissa1 opining that a sale certificate is not an instrument of the kind mentioned in clause (b) of Section 17 of Act III of 1877 and is not compulsorily registrable and this Court's view in Esjaypee Impex Pvt. Ltd. v. Asst. General Manager and Authorised Officer, Canara Bank2 opining 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 Purchase with a copy forwarded to the Registering Authorities to be filed in Book I as per Section 89 of the Registration Act and order of this Court in M.A. No. 19262/2021 in SLP(C) No. 29752/2019 dated 29.10.2021 opining that once a direction is issued 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 8/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025 as per Section 89 of the Registration Act, it has the same effect as registration and obviates the requirement of any further action.” In Mulla's Commentary on the Registration Act (15th Edition by Srinath Sridevan), it has been remarked that the Supreme Court in G.Madhurambal has gone a step further and said that the communication and filing under Section 89 “has the same effect as registration”. In my respectful view the Supreme Court did not take any step further but merely echoed what was said some 150 years ago.

10.The 4th Law Commission Report released in 1967 also succinctly captures the legal position in the following terms :

“Now, the real question is, what should be the effect of the filing of copies under existing Section 89. The existing Act does not contain any specific provision on the point. On principle, it should have the same effect as registration. Its filing in Book No.1 supports this approach.

...

Documents filed under existing Section 89 are by virtue of Section 51(2) filed in Book 1 and are referred to in Section 51(2) as “registered”.

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11.It is true that in Shanti Devi L.Singh, a different note was struck. The Division Bench of the Hon'ble Supreme Court catalogued the differences between filing and registration. But in view of the latest decision rendered in G.Madhurambal which has been followed in State of Punjab v. Ferrous Alloy Forgings (P) Ltd, one has to hold that whatever be the difference in procedure in the matter of filing and registration of documents, their effect is one and the same. When the Hon'ble Supreme Court has held that filing obviates the need for registration, one wonders why the auction purchaser invites stamp duty by presenting the sale certificate himself.

12.This is probably because of the generally held position that a sale certificate which has merely been filed is not admissible in evidence. An erudite decision delivered recently (Sri Balaji Fibre v. State of T.N (2024) 1 HCC (Mad) 375) is also to that effect. In my respectful view only if Section 35 of the Indian Stamp Act, 1899 is applicable to sale certificate, it can be rendered inadmissible. Section 35 of the said Act states that no instrument chargeable with duty shall be admitted in evidence for any purpose by any person having by law or consent of 10/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025 parties authority to receive evidence, or shall be acted upon, registered or authenticated by any such person or by any public officer unless such instrument is duly stamped. The question arises whether on production of a sale certificate merely filed, the authority is obliged to impound the same as mandated in Section 35. Section 35 would apply only if the “instrument is chargeable with duty”. The Hon'ble Supreme Court had already held that a sale certificate is not chargeable with stamp duty. Therefore, a sale certificate that has been filed under Section 89(1) of the Registration Act may not attract the rigour of Section 35 of the Stamp Act. The Hon'ble Division Bench of the Kerala High Court in RDO, Adoor vs. Thomas Daniel (WA No.2008 of 2024 dated 21.07.2025) held that a sale certificate at the time of its issuance to an auction purchaser only records the fact of a transaction of sale having been concluded between the parties, without going further to adjudicate or express any opinion on the rights or liabilities of the parties to the said transaction. One may safely conclude that a sale certificate that has only been filed is very much admissible in evidence.

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13.Coming back to the case on hand, the only question that calls for consideration is whether the registering authority is justified in not registering the sale certificate on the ground of undervaluation. In view of the decision reported in 2022 SCC OnLine SC 1554 (Registrar of Assurances Vs. ASL Vyapar Private Limited) and the foregoing reasons, I hold that the question of making reference under Section 47A of the Indian Stamp Act does not arise at all (vide order dated 12.06.2025 in WA (MD)No.2737 and 2738 of 2024).

14.It would be appropriate to make a reference to the decision by the Hon'ble Division Bench reported in (2024) 4 MLJ 754 (Vijayalakshmi Marketing, Partnership Firm Vs. State of Tamil Nadu). Paragraph Nos.5 to 10 of the said decision read 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 12/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025 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).” 13/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025

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, 14/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025 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 15/18 https://www.mhc.tn.gov.in/judis ( Uploaded on: 07/10/2025 08:32:21 pm ) W.P(MD)No.1064 of 2025 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.”

15.In this view of the matter, the order impugned in this writ petition is quashed. The market value set out in the sale certificate shall be accepted as such by the second respondent. The document in question shall be registered.

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16.This writ petition is allowed. No costs. Consequently, connected miscellaneous petitions are closed.




                                                                                                  23.09.2025
                     NCC                : Yes/No
                     Index              : Yes / No
                     Internet           : Yes/ No
                     ias/SKM

                     To:

                     1.The Inspector General of Registration,
                       120, Santhome High Road,
                       Santhome, Chennai.


                     2.The Sub Registrar,
                       Palani Joint II Sub Registrar Office,
                       Palani, Dindigul District.




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                                                                            W.P(MD)No.1064 of 2025


                                                                   G.R.SWAMINATHAN, J.

                                                                                       ias/SKM




                                                                    W.P(MD)No.1064 of 2025




                                                                                    23.09.2025




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