Madras High Court
Lakshana Cotton Spinning Mills Limited vs The Commercial Tax Officer on 4 November, 2024
Author: Anita Sumanth
Bench: Anita Sumanth
2024:MHC:3792
W.P.Nos.33613 to 33616 of 2007
IN THE HIGH COURT OF JUDICATURE AT MADRAS
DATED: 04.11.2024
CORAM :
THE HONOURABLE DR.JUSTICE ANITA SUMANTH
and
THE HONOURABLE MR.JUSTICE G. ARUL MURUGAN
W.P.Nos.33613 to 33616 of 2007
and M.P.Nos.1,1,1,1,2,2 and 2 of 2007
Lakshana Cotton Spinning Mills Limited
represented by its Managing Director
J.Madusudana Rao
Chinna Maddampalay,
Coimbatore - 641 019.
.. Petitioner in the above W.Ps.
Vs
1.The Commercial Tax Officer,
P.N.Palayam Assessment Circle,
Coimbatore - 641 018.
.... Respondent in the above W.Ps.
2. The Appellate Assistant Commissioner (CT),
Main, Coimbatore.
3. The Tamil Nadu Sales Tax Appellate Tribunal,
Additional Bench,
represented by its Secretary,
CT Buildings, Dr.Balasundaram Road,
Coimbatore - 18.
.. Respondents in W.P.Nos.33613 & 33615 of 2007
https://www.mhc.tn.gov.in/judis
1
W.P.Nos.33613 to 33616 of 2007
PRAYER in W.P.Nos.33613 & 33615 of 2007: PETITIONs filed under
Article 226 of the Constitution of India praying for the issuance of Writ of
Certiorari to call for the records on the files of the third respondent herein
in C.T.A.No.67/00 (CST) and 31/00 (TNGST), both dated 13.10.2005 and
quash the same.
PRAYER in W.P.Nos.33614 & 33616 of 2007: PETITION filed under
Article 226 of the Constitution of India praying for the issuance of Writ of
Certiorari to call for the records on the files of the respondent herein in
TNGST No.2160284/95-96 and CST No.575100/95-96, both dated
30.6.1998 and quash the same.
In all W.Ps.
For Petitioner : Mr.N.Prasad
For Respondents : Ms.Amirta Dinakaran
Government Advocate - R1 and R2
Ms.B.Ambili
Deputy Official Liquidator
COMMON ORDER
(Order of the Court was made by Dr.ANITA SUMANTH.,J)
We have heard Mr.N.Prasad, learned counsel for Lakshana Cotton
Spinning Mills Ltd., petitioner/assessee. Originally, the petitioner in these
Writ Petitions was wound up by an order of this Court in C.P.No.299 of
1999 on 27.7.2000 and an Official Liquidator had been appointed as the
Liquidator of the Company.
https://www.mhc.tn.gov.in/judis
W.P.Nos.33613 to 33616 of 2007
2. An appeal was filed in C.A.Nos.2400 to 2402 of 2000 and the
order of winding up had been initially stayed for a period of two weeks,
extended thereafter till disposal of the Company Appeals. The order of
winding up had been set aside on 26.02.2001 and thereafter on 04.11.2009
in C.P.No.299 of 1999 an Official Liquidator was appointed as Liquidator
with a direction to take charge of all assets and effects of the company.
3. We have heard Ms.Ambili, Deputy Official Liquidator. Status
report dated 08.10.2024 has been filed that reveals that there were only
movable assets taken over by the Official Liquidator. Those assets were
sold to settle the dues of the Provident Fund and Employees State
Insurance authorities. Thus, the assessee stood dissolved by order dated
20.12.2017 in C.A.No.1218 of 2013.
5. The Supreme Court in a recent decision in Principal
Commissioner of Income-Tax V. Mahagun Realtors (P) Ltd. (443 ITR
194), in the context of the Income Tax Act, 1961 has reiterated the settled
difference between amalgamation and winding up of a company.
6. While in the case of amalgamation, it is only the apparent and
outer shell of the company which is destroyed, the core or the corporate
venture continues in the hands of the transferee by whom it has been taken
https://www.mhc.tn.gov.in/judis
W.P.Nos.33613 to 33616 of 2007
over. However, in line with the judgment in the case of Saraswati
Industrial Syndicate Ltd. V. CIT (186 ITR 278) and other judgments, they
state that in the case of dissolution, the entity wholly ceases to exist.
7. Ms.Amirta Dinakaran, learned counsel appearing for the
respondents has filed a reply to the status report, where they take
cognizance of the status of the assessee. In conclusion and succumbing to
the status of the assessee which, as on date, is non-existent, they seek
liberty to proceed with recovery action against the Directors of the
company, if any, under the provisions of the Tamil Nadu General Sales
Tax Act, 1959, Central Sales Tax Act, 1956 and Revenue Recovery Act.
8. We are of the considered view that such specific liberty as sought
for is not liable to be granted. We may, at best, grant liberty to the
Department to take recourse to such action as may be provided in
accordance with law and in line with the applicable statutory provisions.
9. Recording the aforesaid position, all Writ Petitions and the
connected Miscellaneous Petitions are closed. No costs.
[A.S.M., J] [G.A.M., J]
sl 04.11.2024
Index:Yes/No
Speaking order
Neutral Citation:Yes
https://www.mhc.tn.gov.in/judis
W.P.Nos.33613 to 33616 of 2007
To
1.The Commercial Tax Officer,
P.N.Palayam Assessment Circle,
Coimbatore - 641 018.
2. The Appellate Assistant Commissioner (CT),
Main, Coimbatore.
3. The Tamil Nadu Sales Tax Appellate Tribunal,
Additional Bench,
represented by its Secretary,
CT Buildings, Dr.Balasundaram Road,
Coimbatore - 18.
https://www.mhc.tn.gov.in/judis
W.P.Nos.33613 to 33616 of 2007
Dr.ANITA SUMANTH,J.
AND
G.ARUL MURUGAN,J.
sl
W.P.Nos.33613 to 33616 of 2007
and M.P.Nos.1,1,1,1,2,2 and 2 of 2007
04.11.2024
https://www.mhc.tn.gov.in/judis
