Absolute transfer of business under sales tax law satisfied where a going concern unit and goodwill were transferred, allowing registration amendment.

Section 99 of the West Bengal Sales Tax Act, 1994 applies to an absolute transfer of the ownership of a registered dealer's business, not merely a transfer of the company as a whole. Here, the West Bengal sales and marketing unit, including goodwill and relevant assets, was transferred as a going concern, and the transferor's continued tax liabilities and commercial ties did not make the transfer partial. The transferee was also found to have carried on the business in its own name or through the transferor as trustee, so the statutory condition for amendment of the registration certificate was met. The tax authorities' orders were set aside and registration amendment was granted from the claimed date.

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Issues: (i) Whether the transfer of the West Bengal sales and marketing unit was an absolute transfer of the ownership of the business within section 99 of the West Bengal Sales Tax Act, 1994. (ii) Whether the transferee carried on the business in its own name or in another name so as to entitle it to amendment of the registration certificate under section 99.

Issue (i): Whether the transfer of the West Bengal sales and marketing unit was an absolute transfer of the ownership of the business within section 99 of the West Bengal Sales Tax Act, 1994.

Analysis: Section 99 applies to transfer of the ownership of the business of a registered dealer, not to transfer of the company as a whole. The business in West Bengal was confined to the sales and marketing unit, and that entire unit, with goodwill and relevant assets, was transferred as a going concern. The fact that the transferor continued to bear pre-transfer tax liabilities and maintained commercial relations with the transferee did not make the transfer partial.

Conclusion: The transfer was an absolute transfer of the business within section 99.

Issue (ii): Whether the transferee carried on the business in its own name or in another name so as to entitle it to amendment of the registration certificate under section 99.

Analysis: Section 99 requires that, after absolute transfer, the transferee must carry on the business either in the old name or in some other name. The interim arrangement by which the transferor acted as trustee did not negate the transferee's carrying on of the business, because the business was being conducted on behalf of the transferee and the use of the transferor's name was only a contractual mode of operation. The statutory requirement was therefore satisfied.

Conclusion: The transferee carried on the business in the requisite manner and was entitled to amendment of the registration certificate.

Final Conclusion: The orders of the tax authorities were set aside and the transferee was held entitled to registration amendment with effect from the date claimed.

Ratio Decidendi: Where the entire registered business unit is transferred as a going concern and the transferee carries on that business through the transferor as trustee or in the transferor's name, section 99 is satisfied and registration must be amended accordingly.

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