GOVINDA BHAT, J. ( 1 ) THE Chief Controlling Revenue Authority in Mysore (Commissioner of Stamps), Bangalore, has referred this case under S. 54 (1) of the Mysore stamp Act, 1957, hereinafter called the 'act' for determination of the duty, if any, with which the Instrument to be executed by Mrs. Elizabeth appollinaris Rebello and nine others, (hereinafter called the 'declarants') is chargeable. ( 2 ) THE draft of the instrument was presented before the Deputy Commissioner of stamps, Chickmagalur, for adjudication under S. 31 (1) of the Act. The Deputy Commissioner was of the opinion that the instrument is a ' conveyance' of right in properties of the value of Rs. 22,75,000 not otherwise specifically provided for by the Schedule and as such chargaeble with a stamp duty of Rs. 1,02,375" under Art. 20 of the Schedule to the Act. In the appeal preferred against the said order, the Chief Controlling revenue Authority took a contrary view that the Instrument is not a deed of 'conveyance' as defined in S. 2 (1) (d) but a deed of 'partnership' falling under Art. 40 of the Schedule to the Act and that the proper stamp duty chargeable is Rs. 60. However, since the matter is not free from doubt, he has referred the case for the opinion of this Court. ( 3 ) IT is a cardinal rule of construction that a document has to be construed as a whole, and therefore it is necessary to set out the Instrument which reads thus: " Deed of declaration oj mutation of nomenclature. This deed of declaration of mutation of nomenclature has been executed on the day of March 1969, by the following declarants: 1. Mrs. Elizabeth Appollinaris Rebello, wife of S. B. P. Rebello aged about 56 years, (The names oi Declarants Nos 2 to 10 which follow are omitted as unnecessary ). all co-owners and partners of 'doddengudda Estates', Mudigere P. O. , chickmagalur District and hereinafter called as 'declarants', the said 'doddengudda Estates' being situated in Vastare Hobli, Chickmagalur taluk in the Registration District of Chickmagalur. all co-owners and partners of 'doddengudda Estates', Mudigere P. O. , chickmagalur District and hereinafter called as 'declarants', the said 'doddengudda Estates' being situated in Vastare Hobli, Chickmagalur taluk in the Registration District of Chickmagalur. ( 4 ) WHEREAS, the Declarants had entered into a mutual agreement to purchase the Coffee Estates known as 'doddengudda Estates', consisting of Laldi Division, Kelagani Division and Doddengudda Division, from the then owners, Kumara Rajah M. A. M. Muthiah Chettiar and M. A. M. Ramaswamy Chettiar, both sons of Rajah Sir M. A. M. Muthiah Chettiar, residing at Chettinad House, Rajah Annamalarpuram. Madras 28; and, Whereas, it was the desire and intention of all the co-owners to form themselves into a partnership firm to own, to maintain and to run the said Estates, under the name and style of 'doddengudda estates', and to register the said firm, under that name, with the Registrar of Firms in Mysore, Bangalore-1, under the provisions of the indian Partnership Act, 1932 (Act 9 of 1932); and, Whereas, it would have been right and proper and in the fitness of things to have the sale deed executed in the name of the said Registered Firm as 'doddengudda Estates'; but, Whereas, there was but quite an insufficient span of time to draw up and to execute a partnership deed and hence the sale deed was executed and registered in favour of the Declarants as 'co-owners'; be the trading asset of the partnership in which all the partners would have interest in proportion to then share m the joint venture of the business of the partnership Since the firm has no legal existence, the partnership property will vest in all the partners The provisions of the Indian partnership Act, 1932 do not prescribe any particular mode by which properties whether moveable or immoveable have to be brought into common stock For the purpose of bringing the separate property of a partner into the common stock of the firm, it is not necessary to have recourse to any written document at all As soon as the partners intend that their separate properties should become the partnership properties and they are treated as such, then by of the provisions of the partnersip Act, the properties become the properties of the firm This result fellows by operation of law. This sort of contribution or transfer is not by the Transfer or Property Art or the "registration Act (Vide Prem Raj Brahmin v Bhani Ram, ILR (1946) 1 Cal 191, 193-4 though under law a written document is not necessary to bring in the separate property of a partnei into the partnership stock and such property becomes the property of the when the partnei intends to bring it and treat the same as such where a document is executed by a partner is a formal conveyance, the question is not whether the contribution or transfer could not be effecte otherwise than by the execution of a document but whether the document is a 'convenance' as defiled under S. 2, (1) (d) of the Act The Art subjects to duty the instruments falling within the description of docunments specified in the schedule and for fixing the duty payable the substance of" the document should be looked into a partner can sell his property to a partnership firm which includes himself as a member Whether the partner sold his property or he contributed the property to the common stock is a question which would depend upon his inter on and on the language of the document Where the document contains no words whatever of a dispositive character which, expressly or by necessary implication amount to a transfer of interest as between one partner and the others, there is an irresistible conclusion that the properties were brought into the common stock. ( 5 ) IN Chief Controller Revenue Aithorty v Chadamliaram, AIR 1970 Mad 5 FE there was a tiadmg joint Hindu family the assets of which were involved in certain protracted partition proceedings In the suo proceedings, chidambaram Chettiar, one of the parties to that litigation and a member of the family, agreed to take Certain mill properties and machinery relating thereto for Rs 3,30,000 'on 6-6-1962 an instrument was executed between ten persons including the said Chidambaram Chettiar styled as a partnership deed, under clause (8) of the sall instrument the aforesaid sugar mills etc deall with in the Court proccedings were declared as the properties of the partnership firm formed neluding Chidambaram Chettiar as a partner thereof The instrument ported to set forth the respective shares of the partners and contained other provisions in respect of dissolution, accounting, etc The Chief Controlling Revenue Authority, madras raised a question that the document was liable to be charged as a 'conveyance' under Art 23 of Schedule I of the Indian Stamp Act, (Madras Amendment Act No. 19) 1958, or that even if it is construed as a document of partnership under Art. 46 of the said Schedule, it was liable to be considered as a composite document and liable to be charged with a higher duty under S. 5 or S. 6 of the Indian Stamp Act. On a reference to the Madras High Court, it was held that the document was not a 'conveyance' and cannot be construed as such but was a deed of partnership and dutiable as such. In answering the reference Anantanarayan, cj. observed thus: certainly, a partner can sell his property to a partnership firm which includes himself as a member But the question whether there was such a sale, would depend upon his intention and on the language of the document. In the present case, the very partnership firm formally conies into existence under the document, and there are no words whatever of a dispositive character, which, expressly or by implication, amount to a transfer of interest as between the 5th defendant and the other partners. Admittedly, clause (8), which is thep only clause relied on, can only be taken as a declaration of the rights of the partnership in these aforesaid properties, consequent upon the fact that the properties were brought into the common stock. Admittedly, clause (8), which is thep only clause relied on, can only be taken as a declaration of the rights of the partnership in these aforesaid properties, consequent upon the fact that the properties were brought into the common stock. " ( 6 ) IN the instant case, the instrument in question does not purport to convey the 'doddcngudda Estates" to the partnership firm. It merely records the intention of the partners to treat the properties purchased under the registered sale deed dated 19-10-68 as the partnership assets of the firm. The change of legal relationship from one of co-owners to partners in respect of iminoveable properties is not brought about by the instrument but by operation of law bv virtue of the fact that the partners agreed to treat the said properties as partnership properties. The learned - Additional High Court Advocate relied on the following clause in the instrument to show that it purports to convey immoveable property to the partnership firm: "now, therefore, know all men by these presents that the co-owners and partners of 'doddcngudda Estates' do hereby seek the transter of Khata. Record of Rights, Pahani Register and Index from their several individual names to the name of their registered firm 'doddengudda Estates'. " ( 7 ) IF the 'doddengudda Estates' became the properties of the partnership firm by reason of the intention of the partners to treat the said estates as assets of the firm by bringing the same to the common stock, they are entitled to have the Khata, Record of Rights etc. , transferred from their several individual names to the name of the firm. That is a consequence which follows as a result of the estates ceasing to be the property of the individual partners and vesting in the partnership firm. For the above reasons, we answer the reference that the document in question is neither a 'deed of convevance' as defined in S. 2 (1) (d) nor a 'deed of partnership' falling under Art. 40 of the Schedule to the Act but it is a ' memorandum of agreement' chargeable to stamp duty of Rs. S under Art. 5 (d) of the Schedule of the Mysore Stamp Act, 1957, The reference is answered accordingly. --- *** --- .