In pursuit of knowledge

Issues on Real Estate Transactions including Development & Redevelopment

Indirect Taxes

CA. S. Venkataramani

  1. Background

The liberalization of market in India since 1991 has had a direct effect on the real estate development. The constantly changing economic demands and the inflow of huge capital into the economy, has boosted the demand for real estate space, both in commercial and residential sectors. In the earlier days having an independent structure, whether for commercial activity or residential usage, was considered as a normal necessity. The pressure of demand for more space, especially in cities with vibrant activities like the four metros and few of the tier 1 cities, has brought in the concept of highrise building. Be it for commercial or residential, multiple ownership or tenancies in a single structure has become a basic necessity. This development has put pressure on the availability of land within the city limits. Such lands have become dearer and also the funds required to acquire such lands are becoming more costly. This scenario has resulted in barter systems in terms of joint development agreements (JDA), wherein the owner agrees to transfer part ownership in the land to the builder or his nominees, against the builder remitting the consideration in terms of built up area with or without additional money consideration.

With constant need for reducing the cost of such developmental projects, saving in stamp duty also became a primary importance (a decade and half earlier). This objective brought in many changes in the manner of transferring the titles to the property. So much so one has come to witness the form and the substance of such transaction being in variance with each other. What is a simple purchase and sale of an immovable property, has been subjected to various interpretational issues, due to the form of such transactions, especially in the arena of taxation, both direct and indirect.

When a builder proposes to develop a complex on a land, the owner agrees to transfer a portion of the undivided interest in the land (UDI), against the builder agreeing to compensate the owner with a built-up area in the structure. This is the simple case of purchase and sale of property under barter system. Situations to avoid the stamp duty applicable on such agreements and also to protect the builder from the owners’ defaulting on the terms and conditions, has given birth to JDA. When one considers the JDA as a whole, it can be noticed that such agreement is nothing but an agreement of sale with possession to the builder. Does the JDA really mean to be a joint venture between the owner and the developer? The answer is ‘No’.

A “joint venture” may be termed as an association of two or more persons coming together to carryout a business activity for profit. More specifically, it is an association of persons with intent, by way of contract, express or implied, to change and carryout a business activity for joint profit, for which purpose such persons contribute their property, resources, skill, knowledge and likes, without creating a partnership.

The above, sums up the basic structure of a joint venture. The terms of JDAs in the, real estate sector, has no bearing or resemblance to this very basic structure of a joint venture. Thus, JDA’s are not joint venture in the real sense.

On the other side, the developer constructs the space and sells the same to various persons. This is again a case of building & selling an immovable property, commercial or otherwise. In order to overcome the provisions of certain statutes, these transactions are being completed under two agreements – a tripartite agreement among the owner, developer & purchaser in respect of the proportionate UDI interest in the land and a second agreement between the developer & the purchaser for the construction of a specified space or area. This format is called the double agreement concept.

Thus, one could see the variance of the form with the substance of the transaction. The purchase and sale of an immovable property would not attract either VAT or service tax under any of the indirect taxes. VAT (earlier sales tax), taxes all such transactions which are in the nature of ‘works contract’ as a deemed sale. Due to the construction agreement, under the two agreement concept, both VAT & service taxes are attracted. Recently, there have been constant attempts to rectify this variation between the form and the substance of the transaction by switching to the single agreement of sale of a space along with the proportionate UDI interest in the land.

In view of the changing methodologies and concepts, in respect of documentation, there are many issue and concern in respect of the indirect taxation vis-ŕ-vis the sale of built spaces to various consumers. To address this issue one should comprehensively take into consideration the various formats and circumstances under which these transactions take place and the effect of each of these formats with reference to the statutes.

  1. Preamble

The subject of works contract is one of the most confusing and litigated issues. The Constitution (Forty Sixth Amendment) Act, 1982 granted powers to State Governments to enact laws for providing the levy of tax on the transfer of property (whether as goods or in some other form) involved in the execution of works contracts. The levy of tax on works contract involving interstate purchases or imports is currently one of the most litigated issues, causing uncertainty, confusion and litigation. In order to understand the controversies and come to some conclusions, I have made an attempt to analyse the:

  • meaning and concept of works contract;

  • provisions relating to works contract;

  • interpretation of law by the judiciary and co-relating it with the concept of works contract.

I have in this paper proposed to deal with the concepts and provisions of law prior to the judicial interpretations with a view that judicial interpretations can be understood better only if one knows what the law states. This paper is presented with an objective to understand the above concepts.

  1. Indian Constitution

The constitutional division of powers in a federal country makes it often more difficult to construct a simple rational system of indirect taxes as compared to a country with unitary constitution. Article 269 of the Indian Constitution provides for levy of tax on sale or purchase of goods other than newspaper, in the course of interstate trade or commerce, to be levied and collected by the Government of India, but assigned to the States in which the tax is leviable. Consequently, Article 286 of the Indian Constitution placed a fetter on the authority of the State to impose or authorise the imposition of tax on sale or purchase of goods in the course of inter-State trade or commerce and provides that the Parliament by law to formulate principles for determining when a sale or purchase of goods takes place in the course of inter-State trade or commerce. These principles have been formulated in section 3, 4 and 5 of the CST Act, which have been held to be applicable in respect of transfer in property in goods involved in execution of works contract.

The Constitution (46th Amendment) Act, 1982, was passed by the Parliament on the recommendations of The Law Commissions’ sixty first report in which the Commission observed, that decision of The Supreme Court in Gannon Dunkerleys’ case (9 STC 353) holding the expression that “sale of goods” as used in the Seventh Schedule to The Constitution of India has the same meaning as in The Sale of Goods Act. This position has resulted in scope for avoidance of tax in various ways.

The Supreme Court in the first Gannon Dunkerley’s case observed that “while in the case of a works contract, if the contract specifies the value of material separately and the cost of the labour, the value of material would be taxable as sale per-se. But in the case of an indivisible works contract it is not possible to levy sales tax on the transfer of property in the goods involved in the execution of such contract as it has been held that “there is no sale of materials as such and the property in them does not pass as movables”.

In view of the above observation of the Supreme Court the Constitution was suitably amended to include in Article 366 a new clause 29A vide which ‘definition of tax on sale or purchase of goods includes the transfer of property in goods involved in the execution of a works contract, and such transfer, delivery or supply of any goods shall be deemed to be a sale of those goods by the person to whom such transfer is made. On a close reading of this provision tax is not payable on the “works contract” by itself as it is not classified as goods liable to tax, as may be the case in case of a contract for supply of machinery. The tax in this clause is payable in the event of transfer of `goods’ involved in execution of works contract. The clause also implies that tax on such transfer of property in goods are deemed to be sale of those goods i.e., goods used in the execution of works contract. But for this amendment the property in the goods used in the execution did not pass as a movable property.

Thus, in the terms of the Constitutional Amendment the tax under the sales tax law, can be imposed on “goods involved in the execution of works contract” and not “works contract” by itself.

  1. Works Contract – Concept

4.1 Contract for sale of goods vs. contract for work

The distinction between a contract of sale of goods and contract of work is often a fine one. The question, whether a contract is one for sale of goods or for executing works, is largely one of facts, depending upon the terms of the contract, including the nature of obligation to be discharged thereunder and the surrounding circumstances. The Supreme Court in the case of HAL vs. State of Karnataka, (1984) 55 STC 314 held:

A contract of sale is a contract whose main object is the transfer of the property in, and the delivery of the possession of, a chattel as a chattel to the buyer. Where, however, the main object of work undertaken by the payee of the price was not the transfer of chattel qua chattel, the contract is one of work and labour. The test is, whether or not the work and labour bestowed and in anything that can properly become the subject of sale; neither the ownership of the materials, nor the value of the skill and labour as compared with the value of the materials, is conclusive, although such matters may be taken into consideration in determining, in the circumstances of a particular case, whether the contract was in substance one for work and labour or one for the sale of a chattel.

It further held ‘where passing of property was merely ancillary to the contract for the purpose of the works, such a contract does not thereby become a contract of sale. Mere passing of property in an article or commodity during the course of performance of the transaction in question does not render the transaction to be a transaction of sale. Even in a contract purely of work or service, it is possible that articles may have to be used by the person executing the work, and property in such articles or materials may pass to the other party. That would not necessarily make the contract into one of sale of those materials. In every case, the court would have to find out what was the primary object of the transaction and the intention of the parties while into it. It may in some cases be that even while entering into the contract of work or even service, parties might enter into separate agreements, one of work and service and the other of sale and purchase of materials to be used in the course of executing the work or performing the service. But then in such cases the transaction would not be one and indivisible but would fall into two separate agreements, one of work or service, and the other of sale’.

In another case of the same Company vs. State of Orissa 55 STC 327, the Supreme Court held:

The primary difference between a contract for work or service and a contract for sale of goods is that in the former there is in the person performing or rendering service no property in the thing produced as a whole notwithstanding that a part or even the whole of material used by him may have been his property. In the case of a contract for sale, the thing produced as a whole has individual existence as the sole property of the party who produced it some time before delivery and property therein passes only under the contract relating thereto to the other party for price’.

The Karnataka High Court in the case of Shankar Vittal Motor Co. Ltd. vs. State of Karnataka 15 STC 771 stated that

The expression “sale of goods” is not to be construed in its popular sense but it must be interpreted in its legal sense and should be given the same meaning, which it has in the sale of goods Act, 1930. One of the tests to find whether a given case is a “Sale of Goods” or “work contract” is to see whether, the work done by a person is work done on his own chattel, or on the chattel of someone else. If it is on his own chattel and that chattel is later sold, then it is “sale of goods”, but if the work is done on customer’s chattel then it is “work contract”.

4.2 Contracts where usage of materials is incidental

Practically, irrespective of the nature of contract, certain materials are used in the execution of the work contracted. The treatment of such materials for the purposes of levy of works contract tax has been the subject matter of litigations. In order to understand this concept better the judgement rendered by the Patna High Court in the case of Pest Control India Limited vs. Union of India and others (Patna) (75 STC 188) which is relevant is reproduced below:

There can be no transfer of property in goods unless the goods themselves exist. In the execution of a contract for eradication of pests, rodents, termites, although chemicals are used, the chemicals are sprayed through machines so that when the process ends, the chemicals are consumed and nothing tangible remains in which property is transferred. Such a transaction does not involve transfer of any goods as understood in sub-clause (b) of clause (29-A) of article 366 of the Constitution, or under the provisions of the Bihar Finance Act, 1981. Such a contract is a pure service contract, and no sales tax is leviable in relation thereto under the provisions of the Bihar Finance Act, 1981.

In the case of RMDC Press (112 STC 307), the Honourable Mumbai High Court held that:

“In the execution of job work of printing, there is no transfer of property in ink which is used in process of printing. In fact, ink is a tool of the printer which is consumed in the process of printing and loses its identity as goods. In such a situation there is no transfer of property in ink in the execution of a works contract for printing”.

In the case of Dr. Hemendra Surana’s (90 STC 251), the Honourable Rajastan High Court held that:

“Taking of X-Ray photographs by a radiologist is nothing but rendering a professional service and further that radiologist is not a dealer. The Court held that the X-Ray photograph does not have commercial value and is not a commodity which can be sold by the radiologist to the patient”.

In the case of Everest Copiers (103 STC 360), the Honourable Supreme Court held that:

“In respect of photocopying job, the object of payment of price is to get the document duplicated and not to receive the paper. The payer of the price has no interest in the bare paper upon which his document is duplicated, whereas he is interested only if it bears such duplication”.

The law laid down in the above judgements have been distinguished / overruled in the cases of Rainbow Colour Lab and the ACCs case cited elsewhere in this paper.

4.3 Nature of contracts

There is no standard formula by which a contract for sale of goods and works contract may be distinguished from one other. A contract where not only work is to be done but the execution of such work requires goods to be used, may take one of the following three forms:

  • the contract may be for work to be done for remuneration and for supply of materials used in the execution of work for a price;

  • it may be a contract for work in which the use of materials is accessory or incidental to the execution of work; or

  • it may be a contract for supply of goods where some work is required to be done as incidental to the sale.

The first type – is a composite contract consisting essentially of the two contracts, one for the sale of goods and the other for work and labour.

The second type – of work is clearly a contract for work and labour not involving sale of goods. However, this view has often had different interpretations by Courts.

While the third type is contract for sale where the goods are sold as chattels and some work is undoubtedly done, but it is done merely as incidental to the sale.

The following guidelines though cannot be termed as infallible tests have emerged from various court decisions in regard to works contract:

  • the essence of the contract or the reality of transaction as a whole has to be taken into consideration, in judging whether the contract is for a sale or for work and labour.

  • if the thing to be delivered has any individual existence before the delivery as the sole property of the party who is to deliver it, then it is a sale.

  • if the main object of the contract is the transfer from A to B, for a price, of the property in a thing in which B had no previous property, then the contract is a contract of sale.

  • where the main object of work undertaken by the payee of the price is not the transfer of a chattel qua chattel, the contract is one for work and labour.

  • if the bulk of material used in the construction belongs to the manufacturer who sells the end product for a price that will be a strong pointer to a conclusion that the contract is in substance one for the sale of goods and not one for work and labour.

  • the nature of the contract has to be determined on the terms of the contract and not from the entries in the invoice. The invoice does not represent any transaction, nor is it evidence of a contract for work or for sale of goods.

    Agreements wherein the land and building are conveyed to the prospective buyer and stamp duty is paid on such conveyance, such transactions are deemed to be transfer of immovable properties and not liable to tax under the sales tax laws.

    An interesting issue arises in cases where Developers execute what is called as a General Power of Attorney (GPA) in favour of the Builders. Such an agreement is entered into between the parties for a consideration, which may take either of the following forms:

  • For valuable consideration; or

  • Partly by way of valuable consideration and partly by way of constructed property.

This is a highly debated issue where the department has not accepted the concept of ownership of land by the developer through a GPA on the ground that ownership is transferred only on payment of stamp duty and registration of property with the appropriate authorities. This particular issue was a subject matter of challenge before the Supreme Court in the case of K Raheja Development Corporation.

The Honourable Supreme Court while delivering the judgement in the case of K. Raheja Development Corporation vs. State of Karnataka CASE NO Appeal (Civil) 2766 of 2000 on 5th of May 2005 observed:

It is thus to be seen that under the Karnataka Sales Tax Act the definition of the words “works contract” is very wide. It is not restricted to a “works contract” as commonly understood, i.e., a contract to do some work on behalf of somebody else.

It also includes “any agreement for carrying out either for cash or for deferred payment or for any other valuable consideration, the building and construction of any moveable and immoveable property”.

The definition would therefore take within its ambit any type of agreement wherein construction of a building takes place either for cash or deferred payment, or valuable consideration. To be also noted that the definition does not lay down that the construction must be on behalf of an owner of the property or that the construction cannot be by the owner of the property.

Thus even if an owner of property enters into an agreement to construct for cash, deferred payment or valuable consideration a building or flats on behalf of anybody else it would be a works contract within the meaning of the term as used under the said Act (emphasis supplied).

In the case of “Agreements for Sale” where land is conveyed by the landowner and the constructed portion is conveyed by the Developer to the customer / prospective buyer, the issue relating to taxability of such transactions under the tax law arises. Land being an immovable property is not liable for payment of sales tax / value added tax / service tax. However, when the Developer agrees to construct on behalf of the customer / prospective buyer the liability to pay tax can arise as held by the Honourable Supreme Court in the K Rahejas’ case. It must be noted that, when constructions are carried out through independent contractors on behalf of the Developer, the contractors will also be liable for payment of works contract tax.

A situation can also be visualized wherein the Developer himself can act as a contractor. In this situation, the department has been construing the Developer in dual capacity (a) Contractor, and (b) Owner / Builder and subjecting such transactions to tax. In this scenario, the department has been subjecting such Developers to tax on the contract values, while the stamp duty is normally paid on the “land and building” conveyed to the prospective buyer.

  1. Single Agreement Concept

Under a ‘single agreement concept’, the agreement is for sale of the specified space or unit along with the UDI in the land. This agreement is entered into between the developer and the prospective buyer. The owner of the land may become part of the agreement as a consenting witness, more to give an assurance to the prospective buyer, that the sale of UDI interest by the developer has his consent. This is a pure sale of an ‘immovable property’.

The “single agreement concept” reflects the essence or the substance of the transaction between the landowner / developer and the customer / prospective buyer. This being a sale of an immovable property is not in the nature of works contract (attracting the liability under VAT and Service Tax) for the following reasons:

  • The contract is for the sale of a built area;

  • The developer and the prospective buyer have a principal to principal relationship and not that of a principal (prospective buyer) and a contractor (developer) relationship;

  • The risk and the ownership in the property are transferred to the buyer only after completion of the agreed space or unit or apartment either by handing over possession or by registering the sale deed. Unlike in the two agreement concept, the schedule in the sale deed would mention the unit along with the UDI in land.
    Just because the specification of the unit is agreed to with the prospective buyer, the ‘agreement of sale’ would not amount to a works contract. Refer to the decisions of the Supreme Court in the case of Hindustan Ship Yard Ltd., & Kone Elevators Ltd. and High Court in the case of Assotech Realty Private Limited & Magus Construction Private Limited;

  • No features of such terms and conditions normally seen in a construction agreement as part of the ‘agreement of sale’ like the buyer cannot specify major structural elements of the design prior to, or during the, construction; the construction is not carried out on the land owned by the prospective buyer; the construction cannot be done by any other developer; in the event of failure on the part of the developer to deliver the space the buyer has only a civil liability to claim back the monies paid along with the damages (normally enforcement of specific performance would not work in such circumstances) and likes;

  • There is no construction agreement separately entered into, creating any type of controversy as happens in two agreement concepts.

It can be argued that transactions involving transfer of immovable property attracting payment of Stamp duty, as sale, cannot be subjected to either VAT or Service Tax.

Being a sale of immovable property, then –

  • No VAT becomes payable since it is not a sale of goods; and/or

  • No service tax becomes payable since there is no service rendered by developer to the buyer.

The decision of the Supreme Court in K.Raheja’s case has stirred a controversy. In all such cases where a prospective buyer is identified before the start of, or during the, construction of the project, the works contract is activated. With due respect the decision of the K.Raheja’s case does not appreciate the true essence or the substance of such transaction, especially in a single agreement scenario. This stand has vindicated, very recently, by the decision of the Honourable Supreme Court in the case of L & T by their observations in the process of referring the matter to a larger bench. This controversy can be put to an end only by the larger bench of the Supreme Court in the L & T’s case.

  1. Judgements

K. Raheja Development Corporation vs. State of Karnataka (141 STC 298)(SC). In this judgement

The appellant, which carried on the business of real estate development and allied contracts, entered into development agreements with owners of lands. It got the plans sanctioned and after approval constructed residential apartments and/or commercial complexes. In most cases before construction it entered into agreements with the intending purchasers. The agreement provided that on completion of the construction the residential apartment or the commercial complex would be handed over to the purchasers, who would get an undivided interest in the land also. The appellant was entitled to terminate the agreement and dispose of the unit if a breach was committed by the purchaser. The owners of the land would transfer the ownership of the land directly to a society which was being formed under the Karnataka Ownership Flats (Regulation of Promotion of Construction, Sales, Management and Transfer) Act, 1974. The question was whether the appellant was a dealer and liable to pay turnover tax under the Karnataka Sales Tax Act, 1957, in relation to the construction contracts with the purchasers as “works contracts”:

The Honourable Supreme Court held that:

  1. under section 2(1)(v-i) of the Karnataka Sales Tax Act the definition of “works contract” was very wide and was not restricted to a “works contract” as commonly understood, viz., a contract to do some work on behalf of someone else. It also included “any agreement for carrying out either for cash or for deferred payment or for any other valuable consideration, the building and construction of any moveable or immoveable property. The definition took within its ambit any type of agreement wherein the construction of a building took place either for cash or deferred payment or valuable consideration;

  2. therefore, even if the appellant was owner to the extent that it had entered into agreement to carry out construction activity on behalf of someone else for cash, deferred payment or other valuable consideration, it would be carrying out a works contract and would become liable to pay turnover tax on the transfer of goods involved in such works contract. Further, there was no distinction under the Karnataka Sales Tax Act between construction of residential flats and construction of commercial units, and a works contract within the meaning of the term in that Act could also be for construction of commercial units. For the purpose of considering whether the agreement amounted to works contract or not the provisions of the Karnataka Ownership Flats (Regulation of Promotion of Construction, Sales, Management and Transfer) Act, 1974, would have no relevance;

  3. the appellant was undertaking to build for the prospective purchaser on payment of price in various instalments set out in the agreement. Though the appellant was not the owner it claimed a lien on the property and it had the right to terminate the agreement and to dispose of the unit if a breach was committed by the purchaser. Merely because such a clause was included in the agreement, the agreement did not cease to be a works contract within the meaning of the term in the Act. So long as there was no termination the construction was for and on behalf of the purchaser and, therefore, the agreement remained a “works contract” within the meaning of the term as defined in the Act. So long as the agreement was entered into before the construction was complete, it would be a works contract; and

  4. however, if the agreement was entered into after the flat or unit was already constructed, there would be no works contract.

The law laid down by the Honourable Supreme Court in K Rahejas’ case (141 STC 298) was a subject matter of challenge before the Honourable Supreme Court in the case of Larsen and Toubro Limited & another vs. State of Karnataka & another (2008-VIL-29-SC). The Honourable Supreme Court while delivering the judgement on 19.08.2008 in the Larsen and Toubro’s case observed “Be that as it may, apart from the disputes in hand, the point which we have to examine is whether the ratio of the judgment of the Division Bench in the case of Raheja Development Corporation (supra) as enunciated in Para 20, is correct. If the Develop Agreement is not a works contract could the Department rely upon the second contract, which is the Tripartite Agreement and interpret it to be a works contract, as defined under the 1957 Act. The Department has relied upon only the judgment of this Court in Raheja Development Corporation (supra) case because para 20 does assist the Department. However, we are of the view that if the ratio of Raheja Development case is to be accepted then there would be no difference between works contract and a contract for sale of chattel as a chattel. Lastly, could it be said that petitioner Company was the contractor for prospective flat purchaser. Under the definition of the term “works contract” as quoted above the contractor must have undertaken the work of construction for and on behalf of the contractor for cash, deferred or any other valuable consideration. According to the Department, Development Agreement is not works contract but the Tripartite Agreement is works contract which, prima facie, appears to be fallacious. There is no allegation that the Tripartite Agreement is sham or bogus.”

Based on the above finding the Honourable Supreme Court placed the matter before the Honourable Chief Justice of India for re-consideration of the K Rahejas’ case by a larger bench.

Comments in the background of the judgement of the K Rahejas’ case cited above:

It can be noticed that the Honourable Supreme Court has rendered its decision in the backdrop of an “agreement to carry out the construction activity on behalf of another person”. The Honourable Supreme Court did not examine the issue relating to an “Agreement for sale” of an immovable property. It is also necessary to keep in mind the peculiar clauses in the agreement of the K. Rahejas’ case. The point to be analysed is whether a Developer is a principal contractor on behalf of the customer / prospective buyer. If the Developer enters into a construction agreement with the prospective buyer (customer) before the construction is complete (before obtaining the occupation certificate from the appropriate authorities) it would amount to a works contract liable to tax in the hands of the Developer / Principal. However, if the Developer enters into an “Agreement for Sale” or executes an “Absolute Sale Deed” after the construction is complete - it can be contended that such “sale” is a “sale of immovable property” not liable to tax under the sales tax / VAT laws.

Without prejudice to whatever is stated above the facts / ratio of the K Raheja’s case cannot be blindly applied in case of single agreement concept. This is because, the law laid down in the K Raheja’s case completely revolved around the clause in that Agreement whereas the clauses in the “Agreement for Sale” with the customers may be completely different. Therefore, the judgement of the K Raheja’s case cannot be applied in the case of an agreement entered into by the developer with the customer / prospective buyer for sale of an immovable property under a ‘single agreement’ or ‘agreement for sale’.

Now that the vexed issue arising out of the K Rahejas’ is placed before the larger bench for re-consideration, we believe that on merits a ‘Agreement for sale’ of an immovable property could be held to be not taxable. However, the Honourable larger Bench of the Supreme Court will have a final say on the issue.

ASSOTECH REALTY PVT LTD vs. STATE OF UP AND ANOTHER vide Writ Petition No.1238 of 2006 (reported in 2007-TIOL-297-HC-ALL-CT)

In the Assotech’s case the Honourable Allahabad High Court observed that in the K Rahejas’ case:

“The agreement provided that K. Raheja Development Corporation, as developer on its own behalf and as developer of such person, would construct the flats as a unit, ultimately to belong to such person. K.Raheja Development Corporation were constructing the unit for and on behalf of the person who had agreed to purchase the flats”.

In the Assotechs’ case the Honourable Allahabad High Court held that:

“We find that the petitioner is constructing the flats/apartments not for and on behalf of the prospective allottees but otherwise. The payment schedule would not alter the transaction. The right, title and interest in the construction continue to remain with the petitioner. It cannot be said that the constructions were undertaken for and on behalf of the prospective allottees and, therefore, the constructions in question undertaken by the petitioner would not fall under clause (m) of Section 2 read with Section 3F of the Act and are outside the purview of the provisions of the Act. In other words, they cannot be subjected to tax under the Act and the action in imposing tax on such constructions treating them to be works contract, is wholly without jurisdiction. We are, therefore, of the considered opinion that the impugned orders dated 24.3.2006 and 29.5.2006, passed by the Assistant Commissioner, Trade Tax, Sector I, Noida, respondent no.2, insofar as they relate to imposition of tax on construction of apartments/houses/flats and other construction in question, are wholly without jurisdiction and they cannot be sustained and are hereby set aside”.

Comments in the background of the judgement of the Assotechs’ case cited above:

  1. A subtle factual distinction was brought out by the Honourable Allahabad High Court while delivering the judgement in the Assotechs’ case, on the issue that was before the Honourable Apex Court, in the K Rahejas’ case. The Honourable Allahabad High Court in the Assotech’s case observed that in the K Rahejas’ case the appellants “were constructing the unit for and on behalf of the person who had agreed to purchase the flats”. Whereas in the Assotechs’ case the “petitioner is constructing the flats/apartments not for and on behalf of the prospective allottees but otherwise. The payment schedule would not alter the transaction. The right, title and interest in the construction continue to remain with the petitioner. It cannot be said that the constructions were undertaken for and on behalf of the prospective allottees and, therefore, the constructions in question undertaken by the petitioner would not fall under clause (m) of Section 2 read with Section 3F of the Act and are outside the purview of the provisions of the Act”.

  2. Agreements wherein the land and building are conveyed to the purchaser (assuming stamp duty is paid on such conveyance) are deemed to be transfer of immovable properties and not liable to tax under the VAT/Service Tax laws. This view is a highly debated issue and the department in Karnataka has not accepted such transactions as one for sale of an immovable property. However, the Developer /Builder can place reliance on the Assotechs’ case cited above and contend that such transactions are not liable for payment of VAT /Service tax.

  3. The State of UP filed a special leave petition before the Honourable Supreme Court vide CC-11480-11481/2007 against the High Court judgment in the Assotech’s case. The Honourable Supreme Court set aside the judgement of the High Court with liberty to the appellant to move the appellate authorities on the following grounds:

  • hat the appellant ought to have file a first appeal, since a writ petition against a order of assessment was not maintainable.

  • That the nature of right conferred on the allottees of flats / consideration for payments of installments / whether construction was on its account or on behalf of the allottees were not matters to be decided in a writ.

(I am of the view that the Honourable Supreme Court did not decide the legal issue arising out of the High Court order. However, the matter was to be decided by the appellate authorities on facts. Therefore, it appears that the issue in the Assotech’s case will be a prolonged legal battle.)

  1. The Honourable High Court of Karnataka while delivering the judgement in the case of Larsen & Toubro Limited vs. State of Karnataka (WP. NO. 16305/ 2006(T-KST) on 10th July 2007 has not followed the law laid down by the Allahabad High Court in the Assotech’s case. We are given to understand that Larsen & Toubro have pursued the matter before the Honourable Supreme Court of India. We believe that the judgement of the Honourable Supreme Court in the Larsen & Toubro’s case as and when delivered will settle this vexed issue.

The law laid down by the Honourable Supreme Court in the case of Hindustan Shipyard Ltd vs. State of Andhra Pradesh (119 STC 533) is very relevant. The honourable Supreme Court had an occasion to interpret the difference between a works contract and a transaction of sale as under:

The appellant (“the builder”), engaged in the activity of building ships for different ship owners, entered into contracts agreeing with the owners to build, launch, fit, equip, test and complete in all respects a specified number of vessels at its shipyard and to deliver them. The building of the vessels was to be under the instructions and test of classification surveyors and in accordance with plans and specifications. The builder had to furnish all labour, machinery, materials, equipment, spare parts and outfit required for the construction of the vessels to make them completely ready. The price of each vessel was fixed but was to be paid in instalments at different stages. Before the vessel was delivered trial runs had to be made after notice to the owners. The contract provided that after successful trial test the owner shall accept the vessel. Title and risk of the vessel was to pass to the owner upon acceptance when delivery was effected and until such delivery the vessel and equipment thereof were at the entire risk of the builder. Delay in payments of the instalments of the price beyond a certain period entitled the builder to rescind the contract and refund the instalments already paid. Article 15 of the contract provided that the vessel as constructed, the engines, boilers, and machinery at all times became the property of the owner immediately after payment of the first installment, and the owner, to the extent of the payments made by him, had a right to mortgage his interest in the materials for obtaining loans. Article 16 provided that in the event of the builder defaulting in the construction of the vessel, the owner could at his option take possession of the vessel and enter into contract with other builders to complete the vessel. Article 17 provided that the vessel would be at the risk and expense of the builder until handed over and accepted by the owner and the builder had to keep insured at its own cost for all builder’s risks. Any insurance moneys recovered on damage being sustained was to be applied for the reinstatement of the vessel. If any insurance money was received on destruction of the vessel or total or constructive total damage, the builder was to refund to the owners the monies paid by them. The question was whether the transaction was a “sale” or only a “works contract” for the purpose of sales tax under the Andhra Pradesh General Sales Tax Act, 1957. The High Court held that the transaction was a “sale”. On appeal to the Supreme Court (emphasis supplied):

The Honourable Supreme Court in the Hindustan Shipyard’s case held, affirming the decision of the High Court, that the contracts in question involved “sale” of the respective vessels within the meaning of section 2(n) of the Andhra Pradesh General Sales Tax Act, 1957, and were not merely “works contracts” as defined in section 2(t), and the transactions were exigible to sales tax as such. The property in the goods passed from seller to the buyer only on the vessels having been built fully were delivered to the buyer; the vessel at the time of delivery has to be completely built up and seaworthy whereupon only the owner would accept delivery. All the machinery, materials, equipment, appurtenance, spare parts and outfit required for the construction of the vessel were to be purchased by the builder out of its own funds. Neither any of these nor the hull was provided by the owner. Though under article 15 the items mentioned therein became the property of the owner simultaneously with the payment of the first installment, other clauses generally, and articles 16 and 17 immediately, went to show that for all practical purposes the property in the vessel continued to remain with the builder and passed to the owner only (i) on satisfactory completion of the work, (ii) the vessel coming into existence in a deliverable state, and (iii) satisfaction of the owner as to the vessel being seaworthy and built in accordance with the terms and conditions of the contract (emphasis supplied).

The honourable Supreme Court in the Hindustan Shipyard’s case further held:

It is not the meaning of an individual recital or the inference flowing from any term or condition of the contract read in isolation but an overview of the contract wherefrom the nature of the transaction covered thereby has to be determined (emphasis supplied).
It is difficult to lay down any rule or inflexible rule applicable alike to all transactions so as to distinguish between a contract for sale and a contract for work and labour (emphasis supplied).

The essence of the “Agreement for Sale” in truth and substance is one for sale of an immovable property. The honourable Supreme Court in the Hindustan Shipyard’s case further observed:

Transfer or property in goods for a price is the linchpin of the definition of “sale”. Whether a particular contract is one for sale of goods or for work and labour depends upon the main object of the parties found out from an overview of the terms of the contract, the circumstances of the transaction and custom of the trade (emphasis supplied).

If the bulk of material used in construction belongs to the manufacturer who sells the end-product for a price, then it is a strong pointer to the conclusion that the contract is in substance one for the sale of goods and not one for labour. However, the test is not decisive. It is not the bulk of the material alone but the relative importance of the material qua the work, skill and labour of the payee which have to be weighed. If the major component of the end-product is the material consumed in producing the chattel to be delivered and skill and labour are employed for converting the main components into the end-products, the skill and labour are only incidentally used, the delivery of the end-product by the seller to the buyer would constitute a sale (emphasis supplied).

The parties normally enter into an “Agreement for Sale” of an immovable property and the essence of the transaction is not one for “sale of goods”. If it were to be so, there is no need for entering into an “Agreement of Sale”. A contractor / contractee relationship can be said to be in existence when the contractor works on a chattel belonging to a contractee. Normally the Developer is working on his own chattel with his own material. Thus, the question of execution of a works contract and therefore, the relationship of a contractor / contractee cannot be said to be in existence.

In the case of State of Andhra Pradesh vs. Kone Elevators (India) Ltd. (140 STC 22) the Honourable Supreme Court observed that:

There is no standard formula by which one can distinguish a “contract for sale” from a “works contract”. In a “contract for sale” the main object is the transfer of property and delivery of possession of the property, whereas the main object in a “contract for work” is not the transfer of the property but it is one for work and labour. In judging whether the contract is for a “sale” or for “work and labour”, the essence of the contract or the reality of the transaction as a whole has to be taken into consideration. The predominant object of the contract, the circumstances of the case and custom of the trade provides a guide in deciding whether the transaction is a “sale” or a “works contract”. Essentially, the question is of interpretation of the “contract”. It is settled law that the substance and not the form of the contract is material in determining the nature of the transaction.

Comment: It may be noted that in case of ‘Agreement of Sale’:

  • The predominant object is for sale of an apartment and not for execution of a works contract.

  • The reality of the contract is one for sale of an immovable property.

  • If one were to interpret the agreement of sale entered into by the builder / developer with the prospective buyer the substance of the contract would clearly indicate that the transaction is one for sale of an immovable property.

The Honourable Supreme Court further observed:

The respondent filed returns of turnover for sales tax under the Andhra Pradesh General Sales Tax Act, 1957, of elevators and lifts installed by it for the period April to July 1995, claiming composition of tax under section 5G read with section 5F on the basis that the nature of the work undertaken by it constituted “works contract” involving manufacture, supply, installation and commissioning of elevators and lifts. The department rejected the claim and assessed the turnover at the rate specified in entry 82 of the First Schedule to the Act, as lifts. On appeal, the Sales Tax Appellate Tribunal accepted the claim of the respondent holding that the turnover related to the manufacture, supply, fabrication and erection involved in a works contract and that the transaction did not amount to a contract of sale; and, accordingly, directed the department to allow composition of tax under section 5G read with section 5F. The High Court rejected the revision application of the department. On appeal to the Supreme Court:

The Honourable Supreme Court held, reversing the decision of the Appellate Tribunal and the High Court, (i) that, under the contract of the respondent with the customer, the entire onus of preparing and making ready the site for installation of the lift was on the customer, and the respondent would not undertake installation of the lift if the site was not ready. The respondent reserved the right to charge the customers for delay in providing the facilities. The respondent was only to bring the lift to the site in knocked-down state and assemble and install it. The major component into the end-product was the material consumed on producing the lift to be delivered and the skill and labour employed for converting the main components into the end-product was only incidentally used and the delivery of the end-product by the respondent to the customer constituted a “sale” and not a “works contract” and, therefore, the transactions constituted “sales” and taxable at the rate specified in entry 82 of the First Schedule to the Act and section 5G was not applicable; and

(ii) that the brochure of the respondent indicated that it was in the business of manufacturing various types of lifts, namely, passenger lifts, freight elevators, transport elevators and scenic lifts; and these were sold in various models and in various colours, capacities and voltage. Therefore, the respondent satisfied the requirement that it should carry on business.

Comment: The brochure of the Developer / Builder will normally clearly indicate that they are involved in the business of development of immovable properties for “sale”. Thus, the Kone Elevators case is squarely applicable to all Builders / Developers.
Kone Elevator India Pvt Ltd, Tamil Nadu vs State of Tamil Nadu (reported in 15 VST 457) moved the honourable Supreme Court on the grounds that:

The question raised for consideration in these petitions is whether manufacture, supply and installation of lifts are to be treated as ‘sale’ or ‘works contract’. As the writ petitions filed by the petitioners have raised important questions of law, the matters have been directed to be placed before a three-judge Bench.

The petitioner (Kone Elevators India Private Limited, Tamil Nadu), raised the above question while referring to a series of cases including the law laid by the Honourable Supreme Court in State of Andhra Pradesh v Kone Elevators (India) Ltd. (140 STC 22)(SC). The Honourable Supreme Court (15 VST 457) observed:

In State of Andhra Pradesh v Kone Elevators (India) Ltd. (140 STC 22)(SC), it was held that such a contract constituted a ‘sale’ and does not amount to ‘works contract’ and the element of service provided by the vendor of the elevator was negligible. The learned Senior Counsel submitted that having regard to the nature of the contracts, the said view was not correct. Our attention was drawn to series of decisions rendered by this court in State of Rajasthan v. Man Industrial Ltd. [1969] 24 STC 349, State of Rajasthan v. Nenu Ram [1970] 26 STC 268 and Vanguard Rolling Shutters & Steel Works v. Commissioner of Sales Tax, U.P [1977] 39 STC 372, which take a contrary view. The said decisions have not been noticed in Kone Elevators (India) Ltd. (140 STC 22)(SC) [Emphasis supplied].

The learned counsel appearing for the States of Gujarat, Uttar Pradesh, Andhra Pradesh and Tamil Nadu submitted that the decision in Kone Elevators (India) Ltd. (140 STC 22)(SC) was correctly decided and placed reliance on Hindustan Shipyard Ltd. v. State of Andhra Pradesh [2000] 119 STC 533 (SC). They also submitted that the petitions under article 32 are not maintainable. The respondents would be at liberty to raise these contentions also when the matters are finally heard [Emphasis supplied].

Having regard to the issues involved in these matters and apparent conflict in the views expressed by three-judge Benches of this court, we refer these matters to a Constitution Bench. Registry will take further steps to post before the Constitution Bench [Emphasis supplied].

Thus, the matter is now pending before the Supreme Court to be taken up by the Constitution Bench.

In the case of Magus Construction Pvt. Ltd. and another v. Union of India and others [2008] 15 VST 17 the Honourable Gauhati High Court while delivering the judgement on May 15, 2008 followed the judgement in the case of Assotech Realty Private Limited vs. State of Uttar Pradesh [2007] 8 VST 738 (All) and held as follows:

In the case of the petitioner the petitioner was not shown to have undertaken any construction work for and on behalf of proposed customer/allottees and the title, in the flat/apartments so constructed, passed to the customer only on execution of sale deeds and registration thereof. Until the time the sale deed was executed, the title and interest, including the ownership and possession in the constructions made, remained with the petitioner. Further the circular dated August 1, 2006 makes it clear that when a builder, promoter, or developer undertakes construction activity for its own self then in the absence of relationship of “service provider” and “service recipient” the question of providing any service to any person by any other person does not arise at all. The construction activities which the petitioners had been undertaking were in respect of the petitioners’ own work and it was only the completed construction work, which was sold by the petitioner-company to the buyers, who might have entered into agreements for sale before the construction had actually started or during the progress of the construction activity or at the end or completion of the construction activity. Any advance, made by a prospective buyer, or deposit received by the petitioner, was against consideration of sale of the flat/building to such prospective buyer and not for the purpose of obtaining “service” from the petitioner.

Applying the ratio of the above decisions of the Honourable Gauhati High Court and in the Honourable Supreme Court in the case of Hindustan Shipyard in respect of an “Agreement for Sale” it becomes clear that:

  • The transaction in question is one of “sale” of an immovable property and not one of works contract;

  • Even assuming that the property in the goods passed to the customer / prospective buyer, the immovable property passes to the customer / prospective buyer only on completion of construction of the immovable property when the customer / prospective buyer accepts delivery / possession; It is important to note that there is no transfer of property of goods involved in execution of works contract;

  • The goods involved belong to the Developer / Builder;

  • Both on facts and in law, the property in goods remain with Developer / Builder and it passes to the customer / prospective buyer only on completion of construction and the immovable property becomes ready for delivery / possession.

We state that the vexed issues arising out of the above judgments will find an answer as and when the Larsen and Toubro’s case cited above is decided by the larger bench of the Honourable Supreme Court.

  1. Issues

  1. Taxability in case of use of materials supplied by the contractee

In respect of all inclusive contracts, if the value of material supplied by the contractee which is deducted from the total value of the contract, at the time of payment, it has been held in the case of NM Goel (72 STC 368) (SC) that such deduction would amount to a sale in the hands of the contractee. The Honourable Supreme Court in the Goes case cited above observed / held as follows:
For the construction, the appellant was supplied iron, steel and cement by the PWD and the appellant purchased other materials from the market. The prices of iron, steel and cement supplied to the appellant for the work were deducted from its final bill. The Sales Tax Officer assessed the appellant to entry tax for iron, steel and cement under section 6(c) of the Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976, on the ground that their entry had been effected by the PWD, which was not a registered dealer, at the instance of the appellant, because the appellant had ultimately used the materials for the construction work; and the Deputy Commissioner affirmed the assessments on revision. A writ petition filed by the appellant challenging the assessments to entry tax was dismissed by the High Court.

On appeal to the Supreme Court:

The Court held that, in this case, for the performance of the contract, the appellant was bound to procure the materials; but in order to ensure that quality materials were procured, the PWD undertook to supply such materials and stores as from time to time were required by the appellant to be used for the purpose of performing the contract only. The value of such quantity of materials and stores so supplied was specified at a rate and got set-off or deducted from any sum due or to become due thereafter to the appellant. Clause (10) of the contract read in proper light indicated that a sale inhered from the transaction. By the use or consumption of materials in the work of construction, there was passing of the property in the goods to the appellant from the PWD. By appropriation and by the agreement, there was a sale from the PWD to the appellant as envisaged in terms of clause (10).

However, the above decision has been distinguished by the Honourable Karnataka High Court in the case of M/s Bangalore Water Supply and Sewerage Board vs. State of Karnataka, (1999, 46 KLJ 1) (HC)(DB) the facts and the judgement are briefly stated hereunder:

In this case the facts are clear that the Board purchased the goods from the local dealers, against ‘C’ forms from dealers outside the State and those goods were supplied to the contractors in question for being used in the work carried on. It is not in dispute that the goods supplied by the Board to the contractors could be utilized in any other work, much less the goods could be taken out of the site and sold to other parties and if really the goods passed to the contractors, sale would have taken place and in such an event the property would have passed to the contractors attracting the sales tax. But, in this case it is clear that such a course was not permissible at all and in the event any goods were left over with the contractor the same had to be returned to the Board. In the event any sale had taken place in favour of contractors, it is inconceivable that such an arrangement has been entered into between the Board and the contractors. Therefore, the principles stated in Goel’s case, cannot be made applicable to the facts of the present case, because in that case the terms of contract were different from the present case. At any rate, it is clear that the goods did not pass to the contractors at all. When the goods did not pass to the contractors, the same having been utilized by the contractors for the benefit of the Board and never ceased to be the goods of the Board, merely by utilization of such materials in the course of the work done by the contractors, it cannot be said that the Board lost control or possession or ownership of the goods nor on completion of the work the goods does not become the property of the Board once again. In that view of the matter we think there is no justification to uphold the orders made by the authorities or the Tribunal in question. The same are set aside insofar as the levy of tax in respect of these items supplied to the contractors by the Board. We allow these petitions accordingly.

In the case of R N Shetty & Co, Hubli vs. State of Karnataka (2004(56 KLJ 52)) there were four issues dealt with by the Honorable Karnataka Appellate Tribunal. I propose to highlight one important issue arising out of this judgement.

The facts in brief in the issue are that “admittedly, the appellant contractor has used the clients’ material in the execution of works contract”. The learned First Appellate Authority had held that “the clients’ supply of material (for a price) are to be treated as sale by the contractee in the first stage. And thereafter, when the said goods are incorporated into the construction (for the cost of which the appellant bills), the contractor is deemed to have sold the materials going into the construction i.e., a second stage sale.

The Counsel for the appellant contended that the above interpretation is possible only in cases where the contractee supplier loses his rights and transfers the property in such goods to the contractor. It was further argued that in the instant case, based on facts, the property in cement and steel was never transferred to the appellant-contractor.

The Honorable Tribunal observed that this situation has already been analysed in the case of Karnataka Power Corporation Limited vs. The Deputy Commissioner of Commercial Taxes (1999 (46 KLJ 533)(HC)) and in the case of BWSSB vs. State of Karnataka (1999(46 KLJ 1)(HC) while following the decision and distinguished the situation from that of the Goel’s case (72 STC 368). It further held that the law laid down in these cases have been followed by the Tribunal in the cases of S Narayana Reddy vs. State of Karnataka (2001(51 KLJ 248)) & in Gurubasayya vs. State of Karnataka (2001(50 KLJ 94)). There is no reason to hold any other view than what has already been held as correct.

On an analysis of the above decisions, although it becomes clear that clients’ supplied material deducted out of running bills by the contractor cannot be a subject matter of taxation, the department continues to litigate on such issues. In order to avoid litigation, it is advisable to issue such materials to the contractors “free of cost” without any deductions in / from the running bills.

  1. Barter / Exchange – JD Shares

In certain transactions, say between the landowner and the developer, the developer in addition to payment of an agreed amount as consideration for land also agrees to part with certain portion of the constructed property. In such a situation, the department is likely to contend that the cost of construction relating to built up area transferred to the landowner will be subjected to tax in the hands of the developer. Alternatively, the department may choose to disallow proportionate amount of expenses claimed as deductions and add back to the declared turnovers. In this scenario, it can be contended that such turnovers cannot be subjected to sales tax in the hands of the developer on the ground that “in order to constitute a Sale all the following conditions should be cumulatively present:

  • A bargain or agreement of sale;

  • The payment or promise of payment of price in cash;

  • The delivery of goods; and

  • The transfer of property from the seller to the buyer.

It can be seen from the above definition of “sale” that there is no sale by the developer to the landowner since the condition relating to payment of price in cash is not fulfilled. Thus the transaction is one of barter/ exchange and does not amount to a sale proper. Thus under both the schemes, the deductions relating to payment effected to sub contractors’ / labour and other like charges or in respect of input taxes or such other deductions must be restricted on a pro-rata basis.

It may be noted that if a dealer collects the money on behalf of the JD partner, he would be construed to be a principal contractor and therefore the receipts can be subject to tax under the VAT laws. In this scenario, the transfer is deemed to take place from the JD partner to the customer and there it is possible to contend that the dealer would not be liable to tax. The department often chooses to take the easier route and therefore, subjects the dealer to the levy of tax.

  1. Open car parking space sold to the customer not involving any transfer of property in goods would not be subject to tax under the VAT laws. However, covered car parks sold to customers have been held to be part and parcel of works contract turnovers liable to tax.

  2. Collection of statutory deposits at actuals such as water, electricity, maintenance, legal fees, etc., amounting to reimbursements cannot be construed to be relating to transfer of property in goods amounting to works contracts and it would therefore not be liable to tax under the VAT laws. However, if a dealer opts to pay tax under the composition scheme the department in some States have taken a view that such amounts collected form part and parcel of the total consideration and would therefore become a subject matter of levy of tax.

Conclusion

The question whether a particular contract is a contract for sale or for work and labour is always a difficult question. The difficulty lies not in the formulation of the test for determining when a contract can be said to be a contract for sale or a contract for work and labour, but in the applications of tests to the facts of a particular case in hand. The distinctions and tests enunciated by courts in various cases are not exhaustive and do not lay down any rigid or inflexible rule applicable alike to all transactions. They merely focus on one or the other aspect of the transaction and afford some guidance in deciding the question, but basically and primarily, the decision depends upon the main object of the parties gathered from the terms of the contract, the circumstances of the transaction and the custom of the trade.

[Source: Paper presented at Two Day National Tax Conference held on 13th and 14th December, 2008 at Kolkata.]