1. The treatment provided to certificate of sale issued by an Official Liquidator under the Insolvency and Bankruptcy Code, 2016 read with the relevant Rules is different with respect to different Courts. There are conflicting judgements of various High Courts on whether a certificate of sale requires to be registered under the Registration Act and whether stamp duty is payable on the instrument.
   
   1. The Registration Act, 1908 states -
      S. 17 (xii) - any certificate of sale granted to the purchaser of any property sold by public auction by a Civil or Revenue-Officer does not need to be registered.
       
   2. S. 89 (4) - 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 immovable property comprised in the certificate is situate, and such officer shall file the copy in his Book No. 1.
       
2. This article aims to determine whether Official Liquidator appointed under the Insolvency and Bankruptcy Code, 2016 can be considered a civil or revenue officer within the scope of the above sections of the Registration Act, 1908.

Insolvency and Bankruptcy Code and Regulations thereunder:

1. Regulation 33, Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 states that The liquidator shall ordinarily sell the assets of the corporate debtor through an auction in the manner specified in Schedule I. Schedule I details the procedure that the liquidator shall adopt in auctioning the property.
    
2. Section 5 (18) of the Insolvency and Bankruptcy Code defines "liquidator" to mean an insolvency professional appointed as a liquidator in accordance with the provisions of the Code.
    
3. Section 3 of the Insolvency and Bankruptcy Code provides:
   
   1.  (19) insolvency professional means a person enrolled under section 206 with an insolvency professional agency as its member and registered with the Board as an insolvency professional under section 207;
   2. (20) insolvency professional agency means any person registered with the Board under section 201 as an insolvency professional agency;

Indian Registration Act

1. Section 17 (1) (c) of the Registration Act, 1908 provides any documents which is a non-testamentary instrument which acknowledges the receipt or payment of any consideration on account of the creation, declaration, assignment, limitation or extinction of any such right, title or interest then, the registration for such document is compulsory.
    
2. Sub/clause (xii) further provides that nothing in the above shall apply to any certificate of sale granted to the purchaser of any property sold by public auction by a Civil or Revenue-Officer.
    
3. Section 89 (4) provides 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 immovable property comprised in the certificate is situate, and such officer shall file the copy in his Book No. 1.

Indian Stamp Act:

1. Schedule I, Article 18 of the Act provides for stamp duty on certificate of sale granted to the purchaser of any property sold by public auction by a Civil or Revenue Court, or Collector or other Revenue-officer— (c) in any other case The same duty as a conveyance (No. 23) for a consideration equal to the amount of the purchase money only.
    
2. Schedule I, Article 23 of the Act provides for stamp duty on conveyance - for every Rs. 500 or part thereof in excess of Rs. 1,000, Five rupees.

1. The term Revenue Officer is defined in Advanced Law Lexicon by P. Ramanatha Iyer as an Officer employed in or about the business of any branch of the public revenue. In Sheopatsingh v. Harishchandra[1], it was held that the term Revenue Officer will include such Officers of the Income Tax, Sales Tax and Irrigation Department.
   
   Again in Gopi Parshad v. State of Punjab[2], it was held that the expression revenues means the income of the nation derived from its taxes, duties or other sources, for the payment of the nation's expenses. It is a generally used in referring to income of a Government or governmental sub division and as so used means all the public moneys which the State collects and receives from whatever source and in whatever manner.
   
   In Kishore Chandra Deo Bhanj v. Raghunath Misra[3], the Village Accountants were also held to be Revenue Officers.
    
2. Similarly, the term Civil Officer is defined in Advanced Law Lexicon by P. Ramanatha Iyer as any Officer holding appointment under the Government except in the Military or Naval Service, whether the duties are Executive or Judicial or in the highest or the lowest departments. The term Civil Officer has to be understood only in the context of civilians as opposed to persons in Military Service.

Arvind Kumar vs. Government of India & Ors

1. Here, the Supreme Court was required to determine the absolute owner in the property inherited by the appellant. The suit property was purchased by the appellant’s father under an auction held by the Official Receiver. The Official Receiver had issued a sale certificate.
    
2. The High Court had passed a judgement on its findings and inter alia stated that the sale certificate did not convey any title in favour of the appellant’s father as it was not followed by a registered instrument transferring the interest.
    
3. Now, the Supreme Court sought to answer if the appellants father secured any interest in the suit property as the sale certificate in his favour was not followed by a registered deed of transfer. In response, it held that no further deed of transfer was contemplated or required from the court and the sale certificate is evidence of title.
    
4. The question as to whether stamp duty was payable under the Indian Stamp Act on a certificate of sale issued by the official assignee, was not at all in issue in that judgment and the sale certificate issued by the official receiver in favour of the appellant's father in that case was found to have already been registered.
    
5. While the court made reference to S. 17(2)(xii) of the Registration Act and recorded that pursuant to this provision, sale certificate issued by a court or officer authorised by the court does not need registration, it merely held that the High Court had previously erred in holding that it does not transfer rights.
    

Tripower Enterprises (Private) Limited vs. The Sub Registrar, Alandur and Ors.

1. This judgement was passed by single judge bench of the Madras High Court.
2. Here, a sale certificate was issued under the SARFESI Act to the petitioner. When the Authorised Officer sent the sale certificate to the Sub Registrar for filing the said sale certificate u/s. 89 (4) of the Registration Act, the Sub Registrar refused to file a copy demanding payment of stamp duty and registration fee.
    
3. The petitioner argued that:
   
   1. Sale certificate was presented for filing u/s. 89 (4) of the Registration Act;
   2. It does not required any stamp duty to be paid upon filing;
   3. The requirement for payment of stamp duty and registration fees would only arise under Article 18 of the Stamp Act only if original sale certificate was presented for registration.
       
4. To support the above arguments, the petitioner relied upon the ruling in B. Arvind Kumar vs. Government of India & Ors., N. Naresh Kumar vs. The Inspector General of Registration and Esjaypee Impex vs. Asst. General Manager and Authorised Officer.
    
5. In N. Naresh Kumar vs. The Inspector General of Registration, the division bench of this court held that any sale certificate issued under the provisions of the Security Interest (Enforcement) Rules, 2002 in public auction, is deemed to be sale by the revenue. Thus that statute makes it very clear that the sale certificate need not be registered. The Court further held, the payment of stamp duty may arise when the appellant wants to deal with the property by selling it. If the appellant uses the document for any other purpose, the requirement of stamp duty would arise.
    
6. In Esjaypee Impex vs. Asst. General Manager and Authorised Officer, the court directed the original owners to hand over the possession of the property to the auction purchaser who was the highest bidder in the auction held by the Authorised Officer under the SARFESI Act. Upon the Bank seeking time to validate the sale certificate issued to the auction purchaser, the court expressed its view that the mandate of the law only required the authorised officer of the bank under the SARFESI Act to hand over the duly validated sale certificate to the auction purchaser with a copy forwarded to the registering authorities as per section 17 (xii) and 89 (4) of the Registration Act. The Court did not deal with the inclusion of the meaning of authorised officer to fall within the purview of sections 17 (xii) and 89 (4) of the Registration Act.
    
7. Basis the above arguments, the Court held that when the purchaser goes for the registration of the original sale certificate issued by the Court Officer, Article 18 of the Indian Stamp Act would be attracted and stamp duty is to be paid as per Article 23 of the Registration Act treating it as conveyance namely auction purchase value of the property. But when a copy of the sale certificate presented before the Sub Registrar, not for the purpose of registration but only for purpose of filing it by the Sub registrar in his office as contemplated under Section 89(4) of the Registration Act, 1908 they cannot refuse to file a copy of the sale certificate by demanding payment of stamp duty and registration fees to file the same in Book No.1, as contemplated under Section 89(4) of the Registration Act, 1908.

Ferrous Alloy Forgings Pvt. Ltd. vs. State of Punjab and Ors.

1. Here, the court sought to answer whether a sale certificate issued in pursuance of a court auction under a winding up petition is required to be stamped. On placing reliance on precedents, the court held that want of affixation of stamp duty on the sale certificate was premature and that such a document is not compulsorily registrable. It further stated that if the auction purchaser seeks to use the document for any purpose, the question of impounding it and referring it to the Collector of stamps could arise. The reliance placed by the Court on precedents does not deal with the classifications of Officers to fall within the purview of exclusions in Sections 17 (2) (xii) and 89 (4) of the Registration Act and its effect on the payment of stamp duty.
    

Dr. Thiagarajan vs. Inspector General of Registration & Ors

1. A full bench of the Madras High Court dealt with the question of whether a public auction conducted under the SARFESI Act wherein a certificate of sale is issued to the purchaser is liable for register and payment of stamp duty. The Court went into the details of whether a Authorised Officer appointed by the court can be included in the meaning of Civil or Revenue Officer as contemplated u/s. 17 (xxii) and 89 (4) of the Registration Act.
   
   The court held that the Sale Certificate issued by the Authorised Officer of the bank cannot be agnate with the Sale Certificate issued by a Civil or Revenue Court. The nomenclature given to the document issued by the Authorized Officer would be irrelevant for exemption from payment of stamp duty and the same will not be covered under Article 18-C Schedule 1 of the Stamp Act.
   
   Therefore, the Sale Certificate issued by one who is neither Civil or Revenue Officer would not fall under Section 17(2)(xii) of the Registration Act and the Sale Certificate issued by the Authorized Officer is liable for stamp duty on the market value as per Article 18-C read with Article 23 of Schedule 1 of the Stamp Act.
   
   If proper stamp duty is not paid for the said Sale Certificate and registered as required under law, then it is only a still born child and does not confer any right to the petitioner whatsoever. When the Sale Certificate is not properly stamped and registered, it is a void document and no right would vest upon the petitioner based on the same.
    

Upon considering all aspects above, we have come to the following conclusions:

1. Sections 17 (2) (xii) and 89 (4) of the Registration Act specifically pertain to a certificate of sale issued pursuant to an auction conducted by Civil or Revenue officer. There are no specific provisions under the said Act to evidence that the sections include a court appointed officer within its purview.
    
2. The case of Liquidator issued certificate of sale will fall within the purview of Section 17 (c) of the Registration Act. Consequently, stamp duty on the instrument will be payable in accordance with Article 23 of Schedule I of the Indian Stamp Act.
    
3. To summarise the findings in relation to the precedents relied upon in the opinion dated 03 08 2022, we find that the Madras High Court in Tripower Enterprises (Private) Limited vs. The Sub Registrar, Alandur and Ors. took a very aggressive view on the inclusion of an Authorised officer of a Bank to mean Civil or Revenue Officer. In fact, a larger bench of the same Court, had previously in detail held that section 17 (xii) and 89 (4) of Registration Act does not include an Authorised officer appointed by the bank, which lend money to the borrowers. Such Officer acts as an Authorized Officer, only for the purpose of bringing the property for sale and merely replaces the secured creditors.
    
4. In Re: Official Liquidator, High Court and Kumararaja Paper Mills (P) Ltd. vs. Tamil Nadu Principal Revenue Control Officer-cum-The Inspector General of Registration and Ors. also the Courts have specifically dealt with and held conclusively on mandatory requirement for registration and payment of stamp duty on issue of certificate of sale by someone who is not a civil or revenue officer.
    
5. As the specific application of Section 17 (xii) and 89 (4) is untested in relation to liquidation proceedings under the Insolvency and Bankruptcy Code and relying on the evident inclination of courts to keep the meaning of civil and revenue officer separate from liquidator or authorised official, we find that both registration under section 17 (c) of the Registration Act and Article 23 of the Stamp Act to be mandatory and payable.