1996 (12) TMI 361 - HC - VAT and Sales Tax

Summary

Issues Involved:
1. Nature of the transaction: Sale of goods or works contract?
2. Interpretation of contract terms.
3. Application of relevant legal precedents.
4. Determination of property and risk transfer.
5. Validity of the Tribunal's decision.

Detailed Analysis:

Issue 1: Nature of the Transaction - Sale of Goods or Works Contract?
The primary issue debated was whether the contracts for delivering ships constituted a "sale of goods" or a "works contract." The petitioner argued that the contracts were agreements to build ships, hence works contracts, while the sales tax authorities contended that they were sales of goods.

Issue 2: Interpretation of Contract Terms
The court emphasized that the substance, not the form, of the agreement is crucial in determining the nature of the transaction. The definitions of "sale" and "works contract" under the Andhra Pradesh General Sales Tax Act, 1957, were examined. A "sale" involves the transfer of property in goods, while a "works contract" involves activities such as construction or fabrication without the transfer of title in the goods.

Issue 3: Application of Relevant Legal Precedents
The court referenced several key judgments:
- State of Gujarat v. Kailash Engineering Co. (Pvt.) Ltd. [1967] 19 STC 13 (SC): The Supreme Court held that constructing coach bodies over chassis supplied by the Railways was a works contract as the property vested in the Railways during construction.
- Hindustan Shipyard Ltd. v. Commercial Tax Officer [1970] 1 An WR 197: The Division Bench held that the construction of ships by the petitioner was a works contract as the materials used were the property of the owner from the first installment.
- Union of India v. Central India Machinery Manufacturing Co. Ltd. [1977] 40 STC 246 (SC): The Supreme Court held that the contract was a sale as the property in the materials did not pass to the Railways before their use in construction.
- P.S. & Company v. State of Andhra Pradesh [1984] 56 STC 283 (AP): The court held that the transaction was a sale as the builder used its own materials and the property passed on delivery.

Issue 4: Determination of Property and Risk Transfer
The Tribunal concluded that the risk and title in the ship passed to the purchaser only upon delivery. The contracts stipulated that the builder procured materials at its own cost, and the title did not vest with the purchaser until delivery. The court examined specific clauses:
- Article 2: Detailed the payment schedule.
- Article 7: Stated that title and risk passed to the owner upon delivery.
- Article 12: Indicated that the vessel became the property of the owner upon the first installment but was insured by the builder.
- Article 15: Clarified that materials marked for identification remained the builder's property if not used.

Issue 5: Validity of the Tribunal's Decision
The Tribunal's decision was challenged on the basis that similar clauses were present in previous contracts deemed works contracts. However, the court found that the Tribunal correctly interpreted the agreements, noting that the risk clause was present in the agreements under review. The court concluded that the contracts were analogous to "made to measure" transactions where the material is supplied by the owner, and the ship is manufactured by the petitioner, thus constituting a sale rather than a works contract.

Conclusion:
The court affirmed the Tribunal's orders, holding that the transactions were sales and not works contracts. The tax revision cases were dismissed, with each party bearing its own costs. The judgment underscores the importance of specific contract terms in determining the nature of transactions for tax purposes.