W. Comer Petheram, C.J.
1. The question in this case is, whether a document carrying out a particular transaction is a conveyance within the meaning of the definition contained in Clause 9 of Section 3 of the Stamp Act, and within the meaning of Article 21 of Schedule I of that Act.
2. The document, upon the face of it, professes to be a conveyance of a tea garden from eight gentlemen to the Kondoli Tea Company, Limited, in consideration of 43,320, the said consideration being payable in shares and debentures of the company taken at par.
3. It is said that that is not what the real transaction is; because the only shareholders in the Kondoli Tea Company are the eight gentlemen who conveyed the estate, and that therefore it was not really a conveyance or transfer by way of sale, but a mere handing over of the property from them in one name to themselves under another name.
4. I think that is a fallacy. Whoever the shareholders in the Kondoli Tea company, Limited, were, I think the Kondoli Tea Company, Limited, was a, separate person, a separate body, and a conveyance to the Kondoli Tea Company, Limited, of property which was the property of the sharers in their individual capacity, was just as much a conveyance, a transfer of the property as if the shareholders in the Company had been totally different persons.
5. This is the only thing that I think it necessary for us to say in giving judgment, namely, that, in my opinion, the Kondoli Tea Company, Limited, is a separate body; and for the purpose of seeing what their transactions are, I do not think it is possible to look at the Register of Shareholders to ascertain who the shareholders were; and, consequently, although the conveying parties here were the shareholders of the Company, there was just as much a sale and transfer of the property and a change of ownership as there would have been if the shareholders had been different persons.
6. I therefore, think that the proper stamp to be put upon this document is the ad valorem stamp mentioned in Article 21 of Schedule I of the Stamp Act, and that it must be calculated1 on the amount of the consideration mentioned in the instrument.