ORDER: The petitioner is a company incorporated under the Companies Act, 1956, having its Registered Office at Surya Kirban Building, 19, Kasturba Gandhi Marg, New Delhi-1 and a Branch Office at Madras, having Certificate of Incorporation No.3413 dated 20.5.1992. The petitioner is a wholly owned subsidiary company of Shriram Industrial Enterprises Ltd., viz., the holding company, which is also registered at New Delhi. The petitioner claims that the transfer of lands from the holding company to the subsidiary company was not treated as transfer since the transfer is from one to oneself, and therefore, the payment of stamp duty in respect of a transfer from a holding company to a subsidiary company is exempted as per Clause 38 of the notification No.II-I No.2620 of 1964, notified by the Government of Tamil Nadu, exercising the powers conferred under Sec.9(1)(a) of the Indian Stamp Act, 1899 (Central Act II of 1899) relating to matters of reduction and remission. Clause 38 of the Notification II-I No.2620 of 1964 reads as follows: “(38) Instrument evidencing transfer of property between companies limited by shares as defined in the Companies Act, 1956, in a case where (1) at least 90 per cent of the issued share capital of the transferee company is in the beneficial ownership of the transferor company, or (ii) where the transfer takes place between a parent company and a subsidiary company one of which is the beneficial owner of not less than 90 per cent of the issued share capital of the other or (iii) where the transfer takes place between two subsidiary companies of each of which not less than 90 per cent of the share capital is in the beneficial ownership of a common parent company: Provided that a certified copy of the relevant records of the companies kept in the office of the Registrar of Companies, Madras, is produced by the parties to the instrument to prove that the conditions above prescribed are fulfilled.” 2. As per Clause 38 of the Notification II-I No.2620 of 1964, exemption of payment of stamp duty is permissible in the case of transfer of property between companies limited by shares, as defined under the companies Act, 1956, where: (i) atleast 90 per cent of the issued share capital of the transferee company is in the beneficial ownership of the transferor company; or (ii) where the transfer takes place between a parent company and a subsidiary company, one of which is the beneficial owner of not less than 90 per cent of the issued share capital of the other; or (iii) where the transfer takes place between two subsidiary companies of each of which not less than 90 per cent of the share capital is in the beneficial ownership of a common parent company. In all these cases referred to above, what is required under law is that, both the subsidiary and parent companies should have been registered under the Companies Act, 1956, which is applicable throughout India. For seeking the benefit of Clause 38 of the notification II-I No.2620 of 1964, a certified copy of the relevant books of the companies kept in the office of the Registrar of Companies, has to be produced by the parties to the instrument. 3. In the instant case, the parent-holding company executed 119 documents in favour of the petitioner subsidiary company, namely, Document Nos.786 to 795, 808 to 822, 840 to 859, 864 to 883, 890 to 909, 916 to 935 and 937 to 950 of 1993 before the District Registrar, Madras Central. At the time of registration, the petitioner also produced a certificate issued by the Registrar of Companies at New Delhi and Haryana, certifying that the petitioner company is a wholly owned subsidiary company of Shriram Industrial Enterprises Ltd. On the basis of the said material and relevant records of the Registrar of Companies at New Delhi and Haryana, the first respondent registered the said documents, giving exemption for payment of stamp duty on production of the registration certificate. 4. 4. However, the first respondent, again, by letter dated 18.8.1993, required the petitioner to produce an authenticated certificate to the effect that the petitioner is a subsidiary company of the holding company viz., Shriram Industrial Enterprises Ltd. Hence the petitioner obtained a certificate from the Registrar of Companies at New Delhi and Haryana bearing No.ROC/Infn./93/17652 dated 8.9.1993 to the effect that the petitioner company is a wholly owned subsidiary company of Shriram Industrial Enterprises Ltd. and produced the same before the first respondent. But still, the first respondent, by proceedings dated 22.2.1994, required the petitioner to pay the deficit stamp duty of Rs.3,17,783 within one week from the date of receipt of the said letter dated 22.2.1994 on the ground that the audit party had pointed out that the exemption of stamp duty is not applicable to the petitioner subsidiary company as it was not registered in Tamil Nadu and for some other reasons; otherwise proposed to initiate action under Sec.33-A and 48 of the Indian Stamp Act for effecting compulsory recovery of the said amount. 5. On receipt of the said letter dated 22.2.1994 of the first respondent, the petitioner-subsidiary company sent a detailed representation dated 1.3.1994, explaining that it is entitled for the benefit of Clause 38 of the notification II-I No.2620 of 1964, even though it was registered before the Registrar of Companies at New Delhi and Haryana. Not satisfied with the explanation of the petitioner vide their letter dated 1.3.1994, the first respondent, again, by proceedings dated 4.5.1994, made a demand Rs.3,17,783 towards deficit stamp duty for the said 119 documents registered by the holding company in favour of the petitioner subsidiary company. Therefore, the petitioner, by representation dated 16.5.1994, requested for a personal hearing to convince the first respondent that the petitioner subsidiary company is entitled for exemption from payment of stamp duty. But the first respondent, by proceedings dated 27.5.1994, which is impugned in the above writ petition, rejected the request of the petitioner and decided to proceed with the recovery of Rs.3,17,783, compulsorily, holding that the petitioner is not entitled for the benefit of Clause 38 of the notification II-I 2620 of 1964, as the petitioner had not produced the relevant records from the Registrar of Companies, Madras. Hence, the petitioner has filed the above writ petition for issue of a writ of Certiorarified Mandamus to call for the records on the file of the first respondent in No.2998/B2/94 dated 27.5.1994, to quash the same and to direct the respondents to forbear from denying the exemption from stamp duty amounting to Rs.3,17,783. 6.1. Mr.R.Subramanian, learned counsel for the petitioner, contends that since the fact that the petitioner, being a subsidiary company of the holding company viz., Shriram Industrial Enterprises Ltd., is not at all disputed as the petitioner had satisfied the first respondent with sufficient material and relevant records of the companies, based on the certificates issued by the Registrar of Companies at New Delhi and Haryana, and therefore, the refusal to give the benefit of Clause 38 of the notification II-I NO.2620 of 1964 is arbitrary, unreasonable, discriminatory and offends Art.14 of the Constitution of India. 6.2. In any event, it is contended that the refusal of the benefit of Clause 38 of the notification No.II-I No.2620 of 1964, merely on the basis of the audit report, pointing out that the exemption of stamp duty is not applicable to the petitioner company as the same was not registered in Tamil Nadu and for some other reasons, is not only mischievous, but also absurd. 7.1. Mr.E.Raja, learned Special Government Pleader, referring to the averments stated in the counter affidavit filed on behalf of the respondents, reiterates the stand taken by the respondents in the proceedings referred to above, and contends that the petitioner company is not entitled to exemption of payment of stamp duty, as the same is not registered before the Registrar of Companies at Madras, as required under Clause 38 of the notification II-I No.2620 of 1964, and contemplated by G.O. Ms.No.1224 Revenue Department dated 15.4.1964. 7.2. Even though the learned Special Government Pleader was directed to produce G.O.Ms.No.1224 Revenue Department dated 15.4.1964 and the matter was adjourned by four times for the same viz., on 6.6.2001, 15.6.2001, 29.6.2001 and finally, today the learned Special Government Pleader expresses his inability to produce the said Government Order, inspite of his best efforts. 7.2. Even though the learned Special Government Pleader was directed to produce G.O.Ms.No.1224 Revenue Department dated 15.4.1964 and the matter was adjourned by four times for the same viz., on 6.6.2001, 15.6.2001, 29.6.2001 and finally, today the learned Special Government Pleader expresses his inability to produce the said Government Order, inspite of his best efforts. Therefore, while recording my displeasure on lack of responsibility of the concerned officials for not extending their fullest cooperation to the learned Special Government PLeader in the matters relating to the revenue loss to the State, I am obliged to dispose the writ petition on merits. 8.1. After a careful consideration of the submissions of the learned counsel for the petitioner, the averments stated in detail in the affidavit filed on behalf of the respondents and the submissions made by the learned Special Government Pleader based on the claims stated in the counter affidavit, I am again obliged to refer to Clause 38 of the notification II-I No.2620 of 1964: "(38) Instrument, evidencing transfer of property between companies limited by shares as defined in the Companies Act, 1956, in a case where (1) at least 90 per cent of the issued share capital of the transferee company is in the beneficial ownership of the transferor company, or (ii) where the transfer takes place between a parent company and a subsidiary company one of which is the beneficial owner of not less than 90 per cent of the issued shared capital of the other or (iii) where the transfer takes place between the subsidiary companies of each of which not less than 90 per cent of the share capital is in the beneficial ownership of a common parent company: Provided that a certified copy of the relevant records of the companies kept in the office of the Registrar of Companies, Madras, is produced by the parties to the instrument to prove that the conditions above prescribed fulfilled." 8.2. As already referred to above, Clause 38 of the notification II-I NO./2620 of 1964 provides for exemption for payment of stamp duty in three types of transactions relating to transfer of property between the companies limited by shares, as defined in the Companies Act, 1856. As already referred to above, Clause 38 of the notification II-I NO./2620 of 1964 provides for exemption for payment of stamp duty in three types of transactions relating to transfer of property between the companies limited by shares, as defined in the Companies Act, 1856. They are: (i) where atleast 90 per cent of the issued share capital of the transferee company is in the beneficial ownership of the transferor company, or (ii) where the transfer takes place between a parent company and a subsidiary company one of which is the beneficial owner of not less than 90 per cent of the issued share capital of the other or (iii) where the transfer takes place between two subsidiary companies of each of which not less than 90 per cent of the share capital is in the beneficial ownership of a common parent company. 9. It is not in dispute that the provisions of the Companies Act, 1956 are applicable throughout India. Therefore, if the records relating to the transactions between the transferor and transferee companies satisfy any one of the above conditions prescribed under Clause 38 of the notification II-I No.2620 of 1964 for seeking exemption of payment of stamp duty, such transactions are entitled to the benefit of exemption of payment of stamp duty as per Clause 38 of the notification II-I No.2620 of 1964. The proviso to Clause 38 of the notification II-I No.2620 of 1964, viz., "provided that a certified copy of the relevant records of the companies kept in the office of the Registrar of companies, Madras, is produced by the parties to the instrument to prove that the conditions above prescribed are fulfilled", only requires the procedure to be followed to satisfy either of the three conditions. In other words, the main portion of Clause 38 provides a substantial right to the transferee and transferor companies, while the proviso therein, provides only a procedure to be followed. Therefore, in my considered opinion, in such cases, the procedure contemplated in the proviso will not take away the rights conferred under the main clause, when the main Clause provides benefit to the companies which are registered under the Companies Act, which is applicable throughout India. 10. Therefore, in my considered opinion, in such cases, the procedure contemplated in the proviso will not take away the rights conferred under the main clause, when the main Clause provides benefit to the companies which are registered under the Companies Act, which is applicable throughout India. 10. That apart, the proviso does not also strictly require that the company should be registered before the Registrar of Companies only at Madras and that the benefit provided under Clause 38 of the notification II-I No.2620 of 1964 is applicable only to the companies which are registered before the Registrar of Companies, Madras. What is required under the proviso is to produce a certified copy of the relevant records of the companies kept in the office of the Registrar of Companies, Madras to prove that the conditions prescribed therein are fulfilled; and therefore, the proviso does not require a registration of the companies only before the Registrar of Companies at Madras, as the Companies Act enables incorporation of any company in any part of India and all of them are to be treated alike in the eye of law. Therefore, narrowing down the rights conferred under Clause 38 of the notification II-I No.2620 of 1964 on the ground that the petitioner company or its holding company, viz., the transferor and transferee companies, in the instant case, are not registered before the Registrar of companies at Madras, which is not contemplated in the proviso, in my considered opinion, is arbitrary, unreasonable and discriminatory, as the equals are treated as unequals, violating Art.14 of the Constitution of India. 11. Further, it is well settled in law that statutory provisions must be construed, if possible, that absurdity and mischief may be avoided. Where the plain literal interpretation of a statutory provision produces a manifestly absurd and unjust result which could never have been intended by the legislature, the Court may modify the language used by the legislature or even do some violence to it, so as to achieve the obvious intention of the legislature and produce a rational construction, as held by the Apex Court in K.P.Varghese v. I.T.O., (1981)13 I.T.R. 597. Applying the above ratio, I have no option except to hold that the refusal of the benefit of Clause 38 of the notification No.II-I No.2620 of 1964 to the petitioner company, even though they are incorporated under the Indian Companies Act and registered before the Registrar of Companies, Delhi and Haryana, but not before the Registrar of Companies at Madras, is mischievous and absurd, which are liable to be avoided. 12. Hence, for the above reasons, the petitioner is entitled to benefit of exemption of payment of stamp duty, as provided under Clause 38 of the notification No.II-I No.2620 of 1964. If the respondents still have any doubt as to the entitlement of the petitioner within the three categories referred to in Clause 38 of the notification No.II-I No.2620 of 1964, they are entitled to call for the petitioner to satisfy them, since in the instant case, the petitioner-company is willing to explain their case and seek a personal hearing for the above purpose, and consequently, the impugned proceedings dated 27.5.1994, demanding compulsory recovery of a sum of Rs.3,17,783 stands quashed and the matter is remitted to the first respondent to enable the petitioner to produce the necessary certificate relating to the registration of their company, as that of the holding company, within eight weeks from the date of receipt of this order, and on such production the respondents shall pass appropriate orders in the matter. The writ petition is ordered accordingly. No costs. Consequently, W.M.P. No.15077 of 1994 is closed.