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of <h1>Directors not liable for company tax arrears under TNGST/CST Act; notice deemed invalid.</h1> <h3>R. Vasinathan Versus Commercial Tax Officer (FAC), Ambattur</h3> R. Vasinathan Versus Commercial Tax Officer (FAC), Ambattur - [2010] 102 SCL 117 (MAD.) , [2009] 23 VST 82 (Mad) Issues Involved:1. Liability of ex-directors for tax arrears of the company.2. Applicability of Sections 19, 19A, and 19B of the TNGST Act.3. Validity of the notice issued to ex-directors.4. Concept of 'lifting of corporate veil.'5. Relevance of Rule 40 of the Tamil Nadu General Sales Tax Rules.Detailed Analysis:1. Liability of Ex-Directors for Tax Arrears of the Company:The petitioners, ex-directors of the company, contested the notice demanding payment of tax arrears under the TNGST Act and CST Act. They argued that they are not liable for the company's tax dues post-resignation. The court noted that the company continued its business after the petitioners' resignation and was neither wound up nor liquidated.2. Applicability of Sections 19, 19A, and 19B of the TNGST Act:- Section 19: This section pertains to the liability of firms and their partners, making them jointly and severally liable for tax dues. The court clarified that this section is not applicable to companies or their directors/ex-directors.- Section 19A: It deals with the liability of partitioned Hindu families, dissolved firms, or associations of persons. The court noted that this section also does not apply to companies or their directors.- Section 19B: This section concerns the liability of directors of a private company upon its winding up. The court emphasized that since the company was not wound up, Section 19B could not be invoked against the ex-directors.3. Validity of the Notice Issued to Ex-Directors:The court found the notice dated 17-2-2004 to be based on a misconception, incorrectly treating the company as a 'firm' and the petitioners as 'shareholders of a defunct firm.' This notice was issued without jurisdiction and was thus set aside.4. Concept of 'Lifting of Corporate Veil':The revenue argued for the application of the 'doctrine of lifting of corporate veil' to hold the ex-directors personally liable. However, the court found no material facts to support this, and without a winding-up order, the doctrine could not be applied.5. Relevance of Rule 40 of the Tamil Nadu General Sales Tax Rules:Rule 40 requires firms or companies to notify changes in partners or directors. The court noted that this rule is relevant only in the context of Sections 19, 19A, or 19B, none of which applied to the petitioners. Therefore, Rule 40 was not applicable in this case.Conclusion:The court concluded that the ex-directors could not be held liable for the tax arrears of the company under the TNGST Act or CST Act. The notice issued to them was based on incorrect assumptions and lacked jurisdiction. Consequently, both the writ petition and the writ appeal were allowed, and the impugned notice and interim conditional order were set aside. The court left open the possibility for the authorities to take action if permitted under any other law.
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