The dissolution of a partnership and the takeover of the business, whether by an individual or a company, triggers the requirement for fresh registration under R.5(8)(d) of the Kerala General Sales Tax Rules, 1963, to ensure effective tax collection.

1. The question involved turns upon the interpretation of R.5(8) of the Kerala General Sales Tax Rules, 1963, the Rules in brief. Heard Sri. P. Raghunath for the Petitioner and Sri. T. Karunakaran Nambiar, Special Government Pleader (Taxes) for the respondents.

2. One Krisp Biscuit Company was a partnership with six partners namely Mrs. V. K. Kunhikadeeja and others, which was carrying on business at Calicut with effect from 14-4-1980. The petitioner Pramod Foods Pvt. Ltd. is a Private Limited company registered under the Indian Companies Act, 1956. On 1-7-1985, five of the partners of the firm Krisp Biscuit Company retired, and the petitioner joined the firm as a partner to carry on the business in partnership with Mrs. V. K Kunhikadeeja. As per the deed of partnership, copy of which is Ext. P1, the major share in the partnership was that of the partner, and it was entitled to 95 per cent of the profits and losses of the firm. This partnership carried on business till 1-4-1986. when it was dissolved. The business, with all its assets and liabilities, was taken over by the petitioner as a going concern.

3. Krisp Biscuit Company bad been registered as a dealer under S.14 of the Kerala General Sales Tax Act, 1963 (the Act for short). The registration was being renewed from year to year.

4. The petitioner who was carrying on the business after 1-4-1986, was submitting returns and remitting the amounts of tax and surcharge every month as if the registration of the firm continued. The second respondent, namely the assessing authority, discovered during the course of checking of the accounts that the firm consisting of the petitioner and Kunhikadeeja had been dissolved with effect from 1-4-1986. He therefore, called upon the petitioner to apply for fresh registration with effect from 1-4-1986. His point was that in the event of dissolution of a partnership and the business being taken over by an individual the latter must apply for fresh registration.

He quoted R.5(8)(d) in support of his demand. The petitioner contested this demand for various reasons, which did not however, find favour with the second respondent. The petitioner contests in this original petition the, claim made by the second respondent that the petitioner is bound to apply for fresh registration with effect from 1-4-1986.

5. The facts are clear. There was a partnership in existence between the petitioner and Kunhikadeeja upto and inclusive of 31-3-1986. The said partnership was admittedly dissolved with effect from 1-4-1986. The business was taken over by the petitioner, which is a private limited company. The question is whether on these facts the petitioner is obliged to apply for fresh registration or was entitled to renewal of the old registration.

6. The relevant provisions relating to registration are comprised in S.14 of the Act and in R.5 of the Rules. Shorn of details, R.5 requires dealers carrying on business before the commencement of the Act, and those commencing business after the commencement of the Act. whose total turnover was, or reaches, the limit specified to submit to the assessing authority of the area in which his principal place of business is situate, an application for registration. Sub rule (7) prescribes the mode of signing and verification of the application. Sub Rule (8) with which we are concerned, deals with firms, companies; association of persons or body of individuals. As per sub clause (a) of this sub rule, a partnership firm has to file a copy of the partnership deed and a declaration in Form 2 signed by all the partners stating the names and addresses of all the partners and their respective shares in the business, along with the application for registration. Similarly every company or association of persons or body of individuals should file a copy of the memorandum, and articles of association alongwith the application. Sub clause (b) provides that if a partner retires from the firm without the partnership being dissolv