1990 (12) TMI 280 - HC - Companies Law

Issues Involved:
1. Whether Cheran Transport Corporation Limited and Cheran Engineering Corporation Limited should be assessed separately for sales tax purposes.
2. Whether Cheran Engineering Corporation Limited acquired a distinct and separate legal personality.
3. Whether the corporate veil should be pierced to determine the true nature of the relationship between the two corporations.

Issue-wise Detailed Analysis:

1. Separate Assessment for Sales Tax Purposes:
The core issue was whether Cheran Transport Corporation Limited, Coimbatore, and Cheran Engineering Corporation, Pollachi, should be assessed separately on their respective turnovers or if Cheran Engineering Corporation should be treated as an agency of Cheran Transport Corporation for sales tax liability. The Appellate Assistant Commissioner initially thought both assessments should be clubbed together and remanded the matter to the Assessing Officer. The Sales Tax Appellate Tribunal, however, found that the two corporations were separate legal entities and should be assessed separately. The High Court concluded that it is not enough to find that the two corporations are separate legal entities; it is necessary to examine whether they are truly independent or if one is a device to avoid legal obligations.

2. Distinct Legal Personality of Cheran Engineering Corporation:
There was a dispute over whether Cheran Engineering Corporation had acquired a distinct and separate legal personality during the assessment year in question. The High Court proceeded on the presumption that both corporations are separate legal entities. However, it emphasized that each separate legal personality should be treated as a separate entity with separate legal obligations until it is demonstrated that they existed as independent organs with no dependence on each other.

3. Piercing the Corporate Veil:
The judgment extensively discussed the doctrine of piercing the corporate veil to determine the true character of a corporation. The court cited various precedents, including Pennington's observations and Supreme Court judgments, to illustrate situations where courts disregarded the separate legal personality of a company to prevent evasion of legal obligations. The court noted that it is the duty of the court to lift the veil of corporate entity in cases where it is used for tax evasion or to circumvent tax obligations. The High Court referred to the Supreme Court's stance in McDowell and Co. Ltd. v. CTO and other cases, emphasizing that courts should expose devices for what they really are and refuse to give judicial benediction to tax avoidance schemes.

The High Court concluded that it is necessary to examine whether the two corporations are truly separate and independent or if one is dependent on the other or is a colorable device for avoiding legal obligations. The Appellate Assistant Commissioner did not commit gross illegality in thinking that the two corporations were in reality one and their income should be clubbed for one-point taxation. However, the Tribunal adopted an orthodox approach without ascertaining the true character of the relationship between the two corporations.

The High Court remanded the case to the Assessing Officer to examine the true character of the Engineering Corporation and its relationship with the Transport Corporation. The Assessing Officer was directed to afford an opportunity to the parties to bring evidence and determine whether the Engineering Corporation is a subsidiary of the Transport Corporation and acts on its behalf.

Conclusion:
The High Court set aside the order of the Appellate Tribunal and affirmed the order of the Appellate Assistant Commissioner with modifications. The case was remitted to the Assessing Officer for disposal in light of the observations made and in accordance with the law. No costs were imposed.

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