2020 (2) TMI 1157 - HC - VAT and Sales Tax

Validity of Assessment/Reassessment order - levy of VAT - Challenge on the ground that their branches or units cannot be treated as separate legal persons and therefore supply of goods from one branch to another in the State does not amount to sale so as to attract the statutory levy - whether the branches of same corporate body acquire independent legal personality on being separately registered as dealers for the purpose of the Act? - whether supply of goods from one unit/branch to another of the very same company amounts to sale for the purpose of levy of tax under the Act? HELD THAT - Both the above questions need to be answered in the negative. In the above circumstances, these writ petitions succeed; a Writ of Certiorari issues quashing the impugned orders; all the monies deposited by the petitioners pursuant to interim orders shall be immediately refunded to them; the securities/bank guarantees furnished by the petitioners pursuant to interim orders shall stand rescinded/dissolved.

Summary

Issues:
Challenge to Orders of Assessment/Reassessment under Karnataka Value Added Tax Act, 2003 based on the treatment of branches as separate legal persons and the levy of tax on inter-branch supply of goods.

Analysis:
The petitioners, companies incorporated under the Companies Act, 1956, contested the Orders of Assessment/Reassessment under the Karnataka Value Added Tax Act, 2003, arguing that their branches should not be considered separate legal persons, thus inter-branch supply not constituting a sale for tax levy. Respondents contended that registered branches become independent legal entities, justifying tax levy and highlighting the availability of statutory appeal remedies.

The High Court consolidated the cases for a joint hearing to determine two key legal questions: whether branches of the same corporate body gain independent legal personality upon separate registration, and if supply of goods between such branches constitutes a sale for tax purposes. The Court answered both questions in the negative after thorough analysis.

The Court examined the definition of 'dealer' under the Act, emphasizing that registration of branches does not confer legal personality. Citing legal principles from 'Salmond on Jurisprudence' and the Ayodhya Case, the Court rejected the Revenue's argument that registered branches become juristic persons. Reference was made to a Bombay High Court decision supporting the view that separate registration does not create multiple dealers.

Additionally, the Court scrutinized the Act's provisions regarding separate units of corporate dealers, concluding that registration of units as separate entities does not make them independent dealers. The Court highlighted Rule 47, clarifying that it facilitates administrative convenience without attributing legal personality to branches.

Regarding the definition of 'sale' under the Act, the Court emphasized the requirement for a transaction involving at least two parties, rejecting the Revenue's argument that inter-branch transfers constitute a sale. The Court referenced a Madras High Court decision on a similar issue under the Tamil Nadu Value Added Tax Act, supporting the Karnataka Court's interpretation.

In light of the analysis, the Court allowed the writ petitions, quashed the impugned orders, and ordered the refund of deposited monies. The Court directed jurisdictional respondents to issue necessary orders for implementing the judgment, concluding with a decision on costs.