1995 (2) TMI 419 - HC - VAT and Sales Tax

Summary

Issues Involved:
1. Whether the transaction of building and supplying 'one twin screw steel motor launch' was a works contract or a sale of launch.
2. Whether there was no sale of the vessel so far as then constructed and materials in preparation, despite the transfer of property in vessel and materials to the purchaser against payments made in instalments.

Issue-wise Detailed Analysis:

Issue 1: Whether the transaction of building and supplying 'one twin screw steel motor launch' was a works contract or a sale of launch.

The High Court of Bombay was tasked with determining whether the supply of a twin screw steel motor launch by the assessee to the Director-General of Supplies and Disposals, New Delhi, constituted a works contract or a sale of goods. The Sales Tax Officer had classified the transaction as a sale, subject to sales tax under the Bombay Sales Tax Act, 1959. The assessee contended that it was an indivisible works contract. The Tribunal had accepted the assessee's contention, leading to this reference.

The court examined the terms and conditions of the contract, including the system of payment and the transfer of ownership of materials. Clause 19 specified stage payments at various construction milestones, and Clause 22 stated that upon payment of the first instalment, the constructed vessel and all materials would become the property of the purchaser.

The court referred to several precedents, including decisions by the Supreme Court and the House of Lords, to distinguish between a contract of sale and a works contract. It emphasized that the main object of the contract was the transfer of property in the motor launch to the purchaser for a price of Rs. 12,10,000, with delivery afloat at Bombay harbour. The court concluded that the contract had all the essential attributes of a sale, as the property in the motor launch passed to the purchaser upon delivery.

The court rejected the argument that the mode of payment and the vesting of ownership of materials indicated a works contract. It held that these provisions were intended to form a security and did not affect the nature of the contract. The court cited the decision in Reid v. Macbeth & Grey [1904] AC 223, where a similar clause was deemed to form a security rather than a sale of materials.

Issue 2: Whether there was no sale of the vessel so far as then constructed and materials in preparation, despite the transfer of property in vessel and materials to the purchaser against payments made in instalments.

Given the court's conclusion on Issue 1, Issue 2 became moot. The court held that the transaction was a sale of the motor launch, and therefore, the question of whether there was no sale of the vessel and materials in preparation did not arise.

Conclusion:

The court answered Question 1 in the negative, ruling in favor of the Revenue and against the assessee. Consequently, Question 2 did not need to be answered. The reference was disposed of without any order as to costs.