An Official Liquidator qualifies as a 'dealer' under the Kerala General Sales Tax Act, 1963, necessitating him to collect sales tax on asset sales during liquidation proceedings.

1. Leave granted.

2. The issue that arises for our consideration and decision in the present appeals is whether an "Official Liquidator" is a "dealer" within the meaning of S.2(viii) of the Kerala General Sales Tax Act, 1963 (for short, "the Act, 1963"), and therefore would be required to collect sales tax in respect of the sales effected by him pursuant to winding up proceedings of a company in liquidation.

3. These appeals are directed against the judgment(s) and order(s) passed by the High Court of Kerala in MFA No. 1394 of 2002, dated 11/02/2003, and in Review Petition No. 191 of 2003, dated 21/03/2003. The Division Bench of the High Court in review confirmed the finding in MFA No. 1394 of 2002 and concluded that the Official Liquidator is not a "dealer" under the Act, 1963. However, by the impugned judgment, the High Court has set aside the finding of the learned Single Judge which held that the machinery purchased in the auction sale conducted by the Official Liquidator is not be liable to be taxed under the Act, 1963. The impugned judgment has further accepted a fresh plea raised by the appellant that the auction purchaser would be liable to pay purchase tax under S.5A of the Act, 1963.

4. It is relevant to state that respondent No. 1, that is, Hindustan Urban Infrastructure Ltd., had filed a separate appeal - Civil Appeal No. 5048 of 2003 against the specific finding of the High Court in the impugned judgment with regard to the liability to pay purchase tax which was imposed upon the auction purchaser thereunder. This Court has separately dealt with the aforesaid question by its order dated 04.09.2014 in the said civil appeal.

5. FACTS:
To appreciate the issues involved, it would be necessary to notice the facts leading up to the present appeals. M/s. Premier Cable Company Ltd. (for short, "the Company"), was registered under the Companies Act, 1956 (for short, "the Act, 1956"), and engaged in the manufacturing of PVC power cables, Aluminium conductors, enameled wires, etc. Pursuant to a recommendation by the Board for Industrial and Financial Reconstruction, (for short, "BIFR"), the Company was ordered to be wound up by an order passed by the High Court in CP No. 2 of 1996, dated 18/06/1998. Respondent No. 2, that is, the Official Liquidator attached to the High Court was appointed to take charge of the assets and liabilities of the Company and to deal with the same in accordance with the provisions of the Act, 1956 and the Rules framed thereunder.

6. Pursuant to the aforesaid order, the Official Liquidator issued a notice inviting tenders, in respect of the sale of assets of the Company in liquidation, dated 26/11/2001. The aforesaid assets included land with factory building, workshop building, canteen building, godowns, quarters and other auxiliary buildings and also plant and machinery of the company in liquidation. The Terms and Conditions of the sale of the assets of the Company expressly provided, inter alia, that such sale would be subject to confirmation by the High Court and further subject to any subsequent terms and conditions as may be imposed by the High Court.

7. Respondent No. 1 - auction purchaser, in response to the notice inviting tenders issued by the Official Liquidator, offered to purchase Lot Nos. 1-2 for a total amount of Rs.5,76,00,000/- (Rupees Five Crore Seventy Six Lakh only), by an offer letter dated 18/12/2001. It was expressly stated therein that the said amount would be inclusive of all statutory levies such as Sales Tax, Central Sales Tax, Excise Duty, etc., if any, a