2015 (10) TMI 1937 - AT - Central Excise

Benefit of SSI Exemption - Clubbing of clearance - Held that - For all purposes the holding company would be having more than 50% of the shares of the subsidiary company and in this case admittedly 100% of the shares are held by the holding company. When 100% of the shares are held, interest is paid on the loan or not does not really make a difference for the transaction between the two. Because in any case the holding company would have to bear the entire amount or profit or loss, whatever be the result of the activity of the subsidiary. - decision of the original adjudicating authority is logical and correct and has been rightly upheld. - Decided against Revenue.

Summary

Issues:
1. Whether the subsidiary company's clearances should be considered for SSI benefit eligibility of the holding company.
2. Whether a subsidiary company and holding company should be treated as different entities for the purpose of SSI benefit.

Analysis:
1. The judgment revolves around the issue of whether the clearances of a subsidiary company should be taken into account for determining the eligibility of the holding company for the benefit of Small Scale Industry (SSI) exemption notification. The respondent holds 100% shares of the subsidiary company, making it a subsidiary under full management control of the respondent. The lower authorities initially held that the clearances of the subsidiary should not be clubbed with the holding company for SSI benefit. The Revenue appealed this decision. The Tribunal referred to a previous case and emphasized that even if there was evidence of funds flow from the holding company to the subsidiary, it does not change the fact that the holding company has full ownership of the subsidiary. The Tribunal concluded that holding 100% shares means the holding company bears all profits or losses, irrespective of financial transactions between the two entities.

2. The second issue addressed in the judgment is whether a subsidiary company and a holding company should be treated as separate entities for the purpose of SSI benefit. The Tribunal considered various observations made by the original adjudicating authority, which included factors such as the companies being located at different places, dealing in different products, no commercial transactions between them, separate assessment of profit or loss, and no administrative control interference. The Tribunal highlighted that the Supreme Court judgment and a Board Circular supported the case of the subsidiary company. Additionally, a Tribunal ruling emphasized that merely holding shares does not merge the entities into one unit. Based on these observations and legal principles, the Tribunal upheld the decision of the original adjudicating authority, concluding that the holding company and the subsidiary should be treated as separate entities for the purpose of SSI benefit.

In conclusion, the judgment clarifies the treatment of subsidiary companies in relation to holding companies for the purpose of SSI benefit eligibility. It emphasizes the significance of ownership and control in determining the relationship between holding and subsidiary companies, highlighting that financial transactions or profit-sharing arrangements do not alter the separate legal identities of these entities.