M. N. Venkatachaliah ( 1 ) [ed facts; In 1968, appellant made a Scheme and on 30 11. 73 offered plots for construction of flats. Respondent offered to buy one for making flats for a Cooperative under Maha. Ownership flats (Regulation of P and C of S. Mandt) Act, 1963 on 15. 12. 70. Appellant accepted this offer on 1. 1. 71 and informed respondent by letter dt. 1. 5. 71, that Govt. had sanctioned the lease of plot. A draft agreement of lease was sent for preparing lease deed. On 21. 6. 72. respondent informed that a Coop. Society had been registered and its members are purchasers of flats. Building was complete on 30. 7. 74 and completion certificate was issued informing respondent on 13. 2. 77. Respondent then asked Govt. to make lease deed in the name of Coop. Society. Govt. had to be given reminder on 17. 2. 78. Two years later on 25. 7. 0 appellant asked respondent to pay various charges about lease to it, about assignment by it to Cooperative, Unearned income, legal expenses, registration charges. Respondent protested against this but with without avail. On the Contrary Govt. by letter dt. 24. 2. 83 demanded that lease deed was not executed and the correspondence amounted to lease and that more than Rs. 1. 86 lakh be paid as stamp duty. Respondent filed W. P. It was dismissed. In appeal W. P. was allowed holding that there was only an agreement to lease and too in favour of Coop. Society and mandamus was issued to execute lease deed in favour of Coop. Society and Govt, appealed to Supreme Court. It was noted that there was no actual demise on the date of acceptance and on 16. 2. 72, it was only a case of deemed possession. After briefly noting English Law and Mulla s T. P. A. it was held :- ( 2 ) IF it is merely an agreement to lease as to whether it requires registration has come up for discussion of this Court in Trivenibai vs. Smt. Lilabat. 1959 (2) Suppl. SCR 107. At page 111 it was held :- "before dealing with these points, we must first consider what the expression "an agreement to lease" means u/s. 2 (7) of the Indian Registration Act. (the Act ). 1959 (2) Suppl. SCR 107. At page 111 it was held :- "before dealing with these points, we must first consider what the expression "an agreement to lease" means u/s. 2 (7) of the Indian Registration Act. (the Act ). S. 2 (7) provides that a lease includes a counterpart, Kabuliat, an undertaking to cultivate and occupy and an agreement to lease. In Hemanta Kumari Debi vs. Midnapur Zamindari Co. 1918 L. R. 46 A 240, the Privy Council has held that "an agreement to lease, which a lease is by the statute declared to include, must be a document which effects an actual demise and operates as a lease". In other words, an agreement between two parties which entitles one of them merely to claim the execution of a lease from the other without creating a present and immediate demise in his favour is not included u/s. 2 (7 ). In Hemanta Kumari Debt s case (supra) a petition setting out the terms of an agreement in compromise of a suit stated as one of the terms that the plaintiff that if she succeeded in another suit which she had brought to recover certain land, other than that to which the compromised suit related, she would grant to the defendants a lease of that land upon specified terms. The petition was recited in full in the decree made in the compromised suit u/s. 375 ofc. P. C, 1882. A subsequent suit was brought for specific performance of the said agreement and it was resisted on the ground that the agreement in question was an agreement to lease u/s. 2 (7) and since it was not rsgistered it was inadmissible in evidence. This plea was rejected by the Privy Council on the ground that the document did not effect an actual demise and was outside the provisions of Sec. 2 (7 ). In coming to the conclusion that the agreement to lease under the said section must be a document which effects an actual demise the Privy Council has expressly approved the observations made by Jenkins, C. J. in Panchanan Pose vs. Chandra Charm, 1910,i. L. R. 37 Cal. 808 in regard to the construction of Sec. 17 of the Act. In coming to the conclusion that the agreement to lease under the said section must be a document which effects an actual demise the Privy Council has expressly approved the observations made by Jenkins, C. J. in Panchanan Pose vs. Chandra Charm, 1910,i. L. R. 37 Cal. 808 in regard to the construction of Sec. 17 of the Act. The document with which the Privy Council was concerned was construed by it as "an agreement that upon the happening of a contingent even at a date which was indeterminate and having regard to the slow progress of Indian Litigation, might be far distant a lease would be granted"; and it was held that "until the happening of that event, it was impossible to determine whether there would be any lease or not". This decision makes it clear that the meaning of the expression "an agreement to lease" which, in the content where it occurs and in the statute in which it is found, must relate to some document that creates a present and immediate interest in the land". Ever since this decision was pronounced by the Privy Council the expression "agreement to lease" has been consistently construed by all the Indian High Courts as an agreement which creates an immediate and a present demise in the property covered by it. " ( 3 ) EXAMINING in the light of above, we hold that the notice of the appellant dated 30. 11. 1970, the offer of the respondent dated 15. 12. 1970 and acceptance of the Collector of the tender of respondent for lease dated 1. 1. 1971 would merely constitute an agreement to lease. Clause 13 clearly contemplates that the licensee will be put in possession of plot on his executing the agreement to lease. Therefore, it is clear that by the respondent accepting the offer on 15. 12. 1970, the relationship of lessor and lessee between the appellant and respondent had not come to be established. Further as pointed out earlier there was no actual demise on the date of the accepting of tender. Therefore, it is only an agreement to lease. It will not fall u/s. 2 (n) of the Act in which case, it is not an instrument chargeable to duty and the quetion of impounding does not arise. Much less, there could be a demand for stamp duty. Therefore, it is only an agreement to lease. It will not fall u/s. 2 (n) of the Act in which case, it is not an instrument chargeable to duty and the quetion of impounding does not arise. Much less, there could be a demand for stamp duty. ( 4 ) IT is the benefit of this agreement which is sought to be assigned in favour of Basant Co-operative Housing Society. In the narration of facts, we have pointed out as to how from the beginning i. e. from 15. 12. 1970, onwards, when the offer was made by the respondent in answer to a questionnaire, it was made clear that the offer was made as a promoter, This position was again affirmed on 23. 2. 1971 which was accepted by Collector on 16. 3. 1971. The letter from the Collector dated 13. 12. 1977 puts the matter beyond doubt because the respndent s request to transfer the right, title and interest in plot No. 101, in favour of Society was sanctioned. In law, the benefit of such a contract can be assigned. That is precisely what the respondent did in the instant case.