IN THE HIGH COURT OF JUDICATURE AT PATNA CWJC No.11509 of 2008 1. Sunil Kumar Singh, S/o Shri Maharana Pratap Singh, Resident of 101, Kanti Palace, Lal Bahadur Shastri Nagar, P.S.: Shastri Nagar, Town & District-Patna 2. Ashok Kumar Singh, S/o late Shyam Bihari Singh, Resident of Road No.6, Near Shiv Mandir, Indrapuri, P.S.:Shastri Nagar, Town & District-Patna 3. Smt. Vandana Singh, W/o Shri Sunil Kumar Singh Resident of 101, Kanti Palace, Lal Bahadur Shastri Nagar, P.S.: Shastri Nagar, Town & District-Patna 4. Smt. Nilu Singh, W/o Shri Ashok Kumar Singh, Resident of Road No.6, Near Shiv Mandir, Indrapuri, P.S.:Shastri Nagar, Town & District-Patna 5. Sanjay Kumar Singh, S/o Brajraj Singh, Resident of 205, Thakur Apartment, New Patliputra Colony, P.S.: Patliputra, Town & District-Patna 6. Kedar Nath Singh, S/o late Mahendra Nath Singh, Resident of Road No. 6, Rajiv Nagar, P.S.: Gandhi Maidan, Town & District-Patna ……………….Petitioners Versus 1. The State of Bihar through the District Certificate Officer, Collectorat, Patna 2. The Certificate Officer, Patna Collectorat, Patna 3. The Dy. Commissioner of Commercial Taxes, Patna City East Circle, Patna 4. The Commercial Taxes Officer, Patna City East Circle, Patna ………………..Respondents ------------------- Advocate for the Petitioner : Mr. S.D. Sanjay Advocate for the Respondents : Mr. Lalit Kishore, AAGIII ----------------------- 03 15.10.2008 M/s Nalanda Electro Steel (P) Limited was a dealer within the meaning of Bihar Tax on Entry of Goods into Local Areas For Consumption, Use or Sale therein Act, 1993 having Registration No. PCE-24 (ET) 01-02. As per return filed on behalf of Company it allegedly admitted certain liabilities under the said Act and the Rules framed thereunder for the period July 2001 to January 2002. It did not discharge its liability, as such certificate proceedings were sought to be 2 initiated for recovery of the dues. Requisition for a certificate was made (Annexure-2), on basis whereof certificate was issued (Annexure-3). It is this certificate and the proceedings which have been challenged before this Court. It is submitted that a reference to the requisition and the certificate would show that the proceedings were not initiated against the Company, which was the dealer but against the Directors in their individual capacities. It is submitted that this is impermissible in law as the liability of Company is different, distinct and independent of its Directors or share holders. State and the Commercial Taxes Department have filed counter affidavit. Commercial Taxes Department had admitted that the dealer in default is the Company, which is incorporated under the provisions of the Companies Act, 1956 and the proceedings were sought to be initiated for recovery of the dues of the Company through Directors. State has taken an objection as to the maintainability of the writ petition on the ground that the petitioners had not availed of alternative remedy. They could challenge the certificate proceedings by filing petitions denying liability and the consequential orders by filing appeal. Having heard the parties and with their consent the writ petition is being disposed of at the stage of admission itself. So far as the question of maintainability of writ petition is concerned, the submission of the State has been noted only and to be rejected. If what is submitted by the petitioners is correct then the whole 3 proceedings and the certificate are all wholly without jurisdiction and void ab initio. If the action proposed to be taken is wholly without jurisdiction then it is not required to petitioners to suffer a proceeding, face consequences and prefers statutory remedy. This case is one of those exceptions to the rule of alternative remedy. It is now too well established that Company that incorporated under the provisions of the Companies Act is a body corporate and an independent juristic entity in itself. The Act aforesaid also recognizes Company as an independent juristic entity. In the counter affidavit of the Commercial Taxes Department it is admitted that it is the Company that was the dealer and thus the liability is that of the Company exclusively. It is again well established that the liability of Directors or share holders are different and distinct from that of a corporate body like the Company. It is well established that for a civil dues of Company the Directors and the share holders cannot be proceeded against. There is no individual liability of the Directors and the liability is of the Company but notwithstanding this well established legal position the Commercial Taxes Department chose to file a requisition only against the Directors in their individual capacities. In the requisition (Annexure-2), there is no mention of the Company except mentioning that the petitioners are Directors of the Company in default. This itself is a tacit admission of the distinction between the status of the Directors and the Company. Thus, in my view, the requisition itself being without jurisdiction made against the Directors who are not personally and individually liable. The requisitions and the 4 proceedings instituted thereof including the certificate issued thereunder are all wholly without jurisdiction and are liable to be quashed and are quashed, as such. Thus, the certificate proceeding being S.T. 04/04-05 pending before the Certificate Officer, Patna is declared to be null and void and is quashed accordingly. The writ petition stands allowed. Trivedi/ ( Navaniti Prasad Singh, J.)