http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 1 of 9  

PETITIONER: MECLEOD & CO. LTD.

       Vs.

RESPONDENT: STATE OF ORISSA & ORS.

DATE OF JUDGMENT23/11/1983

BENCH: TULZAPURKAR, V.D. BENCH: TULZAPURKAR, V.D. PATHAK, R.S. MUKHARJI, SABYASACHI (J)

CITATION:  1984 AIR  590            1984 SCR  (1) 865  1984 SCC  (1) 434        1983 SCALE  (2)750

ACT:      Orissa Taxation  (on Goods  carried by  Road and Inland Waterways) Act,  1959 validated  by Act of 1968-S. 2(5)-Read with explanation thereto-Definition of dealer-Interpretation of. Manager  or agent  of non-resident  dealer need not have place of  business or residence in Orissa State to be deemed to be  dealer. Dealer-Whether  non resident  Dealer-Test for determining residence.

HEADNOTE:      The appellant-company was appointed as ’Managing Agent’ and Secretary  & Treasurer’  respectively by two independent and separate public limited jute mills companies. These jute mills had their registered office at Calcutta and additional places of business in several parts of the country including Kendupatna in  the State  of Orissa  and were  registered as ’dealers’ under  the orissa  Taxation (on  Goods carried  by Road and  Inland Waterways) Act, 1959. The appellant-company did not do any business nor had any place of its business in any part of the State of Orissa. . But the appellant-company looked after  the work of storing jute of the two jute mills in their  godowns at  Kendupatna in the State of Orissa. The Assistant  Tax-officer  passed  ex-parte  assessment  orders against the  appellant-company on  the business of stocking, storing and  carrying jute by boats of the jute mills in the State of  Orissa on the basis that the appellant-company was a ‘dealer’  (as agent  of both  the jute  mills) within  the meaning of  s. 2(5) read with the Explanation thereto of the Act. The  Assistant  Commissioner  of  Taxes  dismissed  the appeal and  Commissioner of  Taxes  dismissed  the  revision petition  filed   by  the   appellant-company  against   the assessment orders.  In  a  writ  petition,  the  High  Court negatived the  contention of  the appellant-company  that it was not  a dealer.  In this  appeal, the  appellant- company contended: (I)  that in  order to  be deemed  to be a dealer under s.  2(5) read with Explanation thereto a manager or an agent of a dealer must reside or have a place of business in the State  of Orissa and since the appellant-company did not have any  such place  of business  in the State of Orissa it was not  a dealer  under that section, and (2) that the jute companies (Principals)  were not  non-resident  dealers’  as

http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 2 of 9  

required by  the Explanation to s. 2(5) since each one had a place of business of its own in the State of Orissa.      Dismissing the appeal, ^      HELD: The  appellant-company was  a dealer  within  the meaning of  s. 2(S) read with the Explanation thereto of the Orissa  Taxation  (on  Goods  carried  by  Road  and  Inland Waterways) Act, 1959. [876 E] 866      Under the  Explanation to  s.  2(5)  of  the  Act,  the manager or  agent of  a   ’dealer’ who  resides outside  the State is also deemed to be a ’dealer’ for the purpose of the Act irrespective of whether he resides inside or outside the State. The  artificial definition  of a  ’dealer’ under  the Explanation  is   merely   an   enabling   provision   which facilitates the assessment against a non-resident dealer but the provision does not require that the manager of the agent should have either a residence or a place of business within the State  of Orissa.  There is  nothing either  in the main definition or in the Explanation to suggest that the manager or agent  of the  dealer (Principal)  should  have  his  own business within  the State  of Orissa  before  he  could  be proceeded against  or assessed  under the  Act. All that the Explanation requires is that the manager or the agent should store such  goods of  the non-resident  ‘dealer’ within  the State of orissa but that does not mean that for such purpose the manager  or the  agent either  reside or have a place of business within  the State of orissa; even if he carries out the operation of storing the goods and carrying the same by. motor boats  within the  State of  Orissa from  outside  the State it would suffice. [871 G-H; F; 872 B-C]      In the  instant  case,  it  is  true  that  during  the relevant period  it was  the jute companies (the Principals) who carried  on their jute business at Kendupatna within the State  of  Orissa  and  that  the  appellant-company  had  n business of  its own  anywhere in  that  State  but  it  was looking after  the business of the Principals as their agent at Kendupatna  and such  business included  the operation of stocking or  storing of  jute in their godowns at Kendupatna and carrying the same by motor boats. [871 C-D]      In respect  of an  artificial person like a company the test to  determine its  residence will have to be considered in the  context of  the law prescribing the criteria in that behalf. So  far as  law of taxation is concerned, ordinarily the residence  of a  company will  be at the place where the actual management  of the  company is carried on and that if this is  done at several places it may have a dual residence but in  that case  at least  some part  of the  superior and directing authority  of the  company must  be present at the place where  its residence is sought to be established. [873 A; 874 F-G]      Palmer’s Company  Law (23rd-Ed.) Vol. I at pages 101 to 103, referred to.      The test  of residence  is not  registration, but where the company  docs  its  real  business,  where  the  central management and  control abides.  It is  the actual  place of management of  the company  and not the place where it ought to be managed which fixes its residence. [875 B]      Buckley on  the Companies  Act (14th  Edn.), Vol.  I at pages 299;  Egyptian Delta  and  Investment  Co.  v.  Todd., [1929] A.  C. I  and De  Beers Consolidated  Mines v.  Howe, [1906] A. C. 455 referred to.      In the  instant case  both  the  principals  (the  jute companies) had  their registered  offices in  Calcutta (West Bengal), that  their principal businesses were carried on in

http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 3 of 9  

Calcutta (West Bengal) and that the Central management and 867 control of the businesses was done from Calcutta. It is true that these  two Jute  companies had  storage  equipment  and godowns at  Kendupatna in  the States of Orissa but on their own  showing   (vide  Certificates   of   Registration)   at Kendupatna they  had ’additional  places of  businesses’. As the central  management and  control of  the two  companies’ businesses obtained  in Calcutta (West Bengal), the two jute companies would  be non-resident  dealers in  the  State  of orissa. [876 A-D]

JUDGMENT:      CIVIL APPELLATE  JURISDICTION :  Civil Appeal No. 43 of 1972.      Appeal by  Special leave  from the  Judgment and  order dated the  16th April,  1971 of  the Orissa  High  Court  in O.J.C. No. 24 of 66.      V. S.  Desai, S. Bhandare and T. Sridharan with him for the Appellant.      Govinda  Mukhoty,   G.  S.   Chatterjee  and  Sujeet  K Bhattacharya for the Respondents.      The Judgment of the Court was delivered by      TULZAPURKAR, J. This appeal by special leave raises the question whether  the appellant-company could be regarded as a ’dealer’  within the  meaning of  sec.2(5) read  with  the Explanation thereto of the Orissa Taxation (on goods carried by  Road   and  Inland  Waterways)  Act,  1959  (hereinafter referred to  as  the  Orissa  Taxation  Act  and  which  was validated by  Act of  1968) and  as such  was liable  to  be assessed under  the Act for the quarters covering the period 30-9-1960 to  31-3-1962 ? The question which pertains to the proper interpretation of the aforesaid provisions of the Act arises in the following circumstances.      Nellimarla Jute  Mills Co.  Ltd., and  Chitavalsah Jute Mills Co.  Ltd. are  two independent  and separate companies having their  registered offices at Mecleod House, 3, Netaji Subhas Road,  Calcutta and  additional places of business in several part  of the  country including  one at  Kendupatna, P.O. Kendupatna,  District Cuttack,  in the State of Orissa. These two  public Limited Companies primarily carried on the business of  jute manufacturing  and  owned  jute  mills  in different parts  of the  country, such  as, Nellimarla  Jute Mills Co.  Ltd,. Owing Jute Mills at Elore in Andhra Pradesh and Chitavalsah  Jute Mills  Co. Ltd.  Owing Jute  Mills  at Chitavalsah in  Andhra Pradesh.  The appellant-company (M/s. Mecleod &  Co. Ltd.  having its Registered office at Mecleod House, 3, Netaji Subhas Road, Calcutta), by 868 virtue of  Agreements with  the  said  two  jute  mills  was appointed the  ’Managing Agent’  for Chitavalsah  Jute Mills Co. Ltd. and the ’Secretary & Treasurer’ for Nellimarla Jute Mills Co. Ltd. The appellant-company did not do any business nor had  any place  of its business in any part of the State of Orissa  But as  the Managing  Agent of Chitavalsah and as the Secretary  and Treasurer  of Nellimara  looked after the work of  storing their  jute in their godowns at Kendupatna, District Cuttack,  State of  Orissa. It  may be  stated that under  cl.(4)   of  the   Agreement  dated   7-10-1960  with Nellimarla the  appellant-company was precluded from and was "not entitled  (unless and  except to  the extent  they  are authorised by  the Board  of Directors) to sell any goods or articles manufactured  or produced  by  the  Company  or  to

http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 4 of 9  

purchase, obtain,  or acquire  machinery  stores,  goods  or materials for  the purposes  of the  Company or  to sell the same." In  other words,  the prohibition contained in cl.(4) of the Agreement with Nellimarla merely pertained to selling or purchasing  of goods or materials for the purposes of the company but  left intact  the appellant-company’s  powers to store jute  of the  Company in  its godowns at Kendupatna in the State of Orissa.      Since the  two jute  mills  carried  on  the  trade  of purchasing and  storing of  jute, inter  alia at Kendupatna, they were registered as ’ Dealers’ under the Orissa Taxation Act and  the Rules  framed thereunder.  each  one  having  a separate Registration  Certificate. It  may be  stated  that Nellimarra had  filed Returns of their turn-over for all the quarters from  30-9-1959 to  30-6-196’’  and  had  paid  the admitted tax  for the  said period under the Act. Similarly, ChitavaIsah had  filed Returns  of their  turn-over for  all quarters from  30-9-1959  to  31-3-1960  and  had  paid  the admitted tax  for the  said period under the Act. It appears that thereafter  some time  in 1963  the said jute companies filed writ  petitions in the Orissa High Court under Art 226 of the Constitution challenging the validity of the original Act of  1959 as also the Validation Act of 1968 and obtained interim stay  of proceedings  under the said Act but we were informed by  counsel that  ultimately the  challenge to  the validity of  the Acts  failed; however, we are not concerned with those  proceedings in  this appeal.  In the  meanwhile, seven ex  parte assessment  orders were  passed against  the appellant-company by  the Assistant Tax officer for quarters covering the  period from  30-9-1960 to  31-3  1962  on  the business of  the  said  two  companies  on  the  basis  that appellant-company was  a ’dealer’  (as  agent  of  both  the companies) within the 869 meaning of  sec.2(5) read  with the  Explanation thereto and had carried  on the business of stocking or storing jute and carrying the  same by  motor boats at Kendupatna in District Cuttack, State  of Orissa and the appellant-company received a notice  of demand  along with  the said  assessment orders claiming a  total amount of Rs. 74,125 inclusive of penalty. Against the  said assessment  orders  the  appellant-company preferred  appeals   under  sec.12(1)  of  the  Act  to  the Assistant Commissioner of Taxes but the. appeals failed. The appellant-company preferred revisions under sec.12(3) of the Act  to   the  Commissioner   of  Taxes,   Orissa  but   the Commissioner of  Taxes by his order dated 15th October, 1965 dismissed the-revisions  and confirmed the Assessment orders made against  the appellant-company.  Aggrieved by the order of  the   Commissioner  of   Taxes   the   appellant-company approached the  High Court by means of a Writ Petition under Art.226 of  the Constitution  and challenged the assessments made against them on the basis that as agent of the two Jute Companies it  was not  a  ’Dealer’  within  the  meaning  of sec.2(5) read  with the  Explanation thereto  of the  Orissa Taxation Act.  The assessment orders were also challenged on the ground  that these had been passed without following the principles of  natural justice  inasmuch as  the  appellant- company  had   no  opportunity   to  meet   the   materials, particularly  the  Inspectors  Report  relied  upon  by  the Assistant Taxing  officer while  making the assessments. The High Court  by its judgment dated 16th April, 1971 negatived the appellant-company’s  principal contention  that it could not be regarded as a ’Dealer’ within the meaning af sec.2(5) read with  Explanation thereto  of the  Act and therefore it could not be assessed at all under the Act but set aside the

http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 5 of 9  

assessment orders and remanded the assessment proceedings to the taxing authority to pass fresh orders on the ground that through notice  of the  assessment proceedings  had actually been served  on the  appellant-company the assessment orders had been  made  arbitrarily  without  the  appellant-company getting a  reasonable opportunity  of meeting  or explaining the materials  in the  Inspector’s  Report  which  had  been relied  upon   by  the  Assessing  officer  for  making  the assessment. Though  the matter has been remanded by the High Court for  fresh assessment, the principal contention or the appellant-company which  goes to  the  root  of  the  matter having been  negatived by  the  High  Court  the  appellant- company has  preferred this appeal to this Court challenging the High Court’s view thereon. 870      Counsel for  the appellant-company put forward a couple of contentions  in support of his case that on the facts and circumstances obtaining  here in  regard to  the business of stocking or  storing their jute and transporting the same by motor boats within the State of Orissa which was done by the two jute  companies at  Kendupatna in  District Cuttack, the two jute  companies  (the  Principals)  who  had  registered themselves as  ’dealers’ under  the Act could be assessed by the taxing authorities and not the appellant-company who was not  a  ’dealer’  as  defined  by  sec.2(5)  read  with  the explanation thereto  of the  Act. In the first place Counsel urged that though it was true that the appellant-company was acting as  the agent  of the  two jute  companies during the relevant quarters  it did  not have  any place  of  business either at Kendupatna or anywhere else in the State of Orissa and unless  it had  such place  of business  in the State of orissa which could facilitate the assessment, the appellant- company could not be proceeded against or assessed. In other words, the  . submission  was that  under the Explanation an artificial definition  of a  ’dealer’ by  means of a deeming clause had been provided with the object of facilitating the assessment proceedings against non-resident principals which could not be achieved if the agent was also a nonresident in the State  of orissa,  Secondly, counsel contended that jute companies (Principals)  were not  ’non-resident  dealer’  as required .  by the Explanation since each one had a place of business of  its own at Kendupatna District Cuttack. Relying on these aspects counsel for the appellant company contended that on  true construction  of -  the relevant provision the appellant company  could not  be held  to be a dealer and as such the assessing authority had no jurisdiction or power to proceed against  or assess  the appellant-company in respect of the  business of the principals (the jute companies). For the reasons which we shall indicate presently we do not find any substance  in either  of the  contentions and both these are liable to be rejected      Obviously the  two contentions urged by counsel for the appellant-company have  a bearing on the proper construction to be  placed on  sec.2(5) read  with the Explanation of the Orissa Taxation  Act; It  was not  disputed before  us  that under the  charging provision  contained in sec.3 of the Act the Taxing  event is the carriage of jute and other articles by motor  vehicle, cart, trolley, boat etc. within the State of Orissa  and the  liability to  be assessed in that behalf under the  provisions of  the  Act  has  been  laid  upon  a ’dealer’ as  defined in sec.2(5) and the Explanation thereto of the  Act. Section 2(5) and the Explanation thereto run as under: 871           "2(5) "Dealer"  means any person who stores at one

http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 6 of 9  

    time jute  in excess  of fifty  maunds  or  bamboos  in      excess of  one thousand  in number  or kendu  leaves in      excess of  one standard  maund or  minerals and mineral      ores before  or after  being carried  by motor vehicle,      cart, trolley,  boat, animal  or human  agency  or  any      other means except railways or airways and includes his      agent:           Explanation: The  manager or agent of a dealer who      resides outside  Orissa and who stores such goods shall      be deemed to be a dealer for the purpose of this Act."      lt is  true that  during the relevant quarters covering the period  from 30-9-1960  to 31-3-1962  it  was  the  jute companies  (the   Principals)  who  carried  on  their  jute business at  Kendupatna within  the State of Orissa and that the appellant-company had no business pf its own anywhere in that State  but it  was looking  after the  business of  the Principals as  their agent  at Kendupatna  and such business included the  operation of  stocking or  storing of  jute in their godowns  at Kendupatna  and carrying the same by motor boats but  there is nothing either in the main definition or in the  Explanation to  suggest that the manager or agent of the dealer  (Principal) should  have his own business within the State  of Orissa before he could be proceeded against or assessed under  the Act.  In our view it would be sufficient if the manager or agent of a non-resident dealer looks after the operation  of stocking  or storing the jute of that non- resident dealer  and carrying  the same  by motor boats etc. within the  State of  Orissa. Apart  from this aspect of the matter, the  main thrust  of Counsel’s  contention has  been that the  manager or  agent should at least reside or have a place of business within the State of orissa before he could be proceeded  against or  assessed under the Act. On a plain reading of the explanation that clearly is not a requirement qua the  manager or agent. Under the Explanation the manager or agent of a ’dealer’ who resides outside the State is also deemed  to  be  a  ’dealer’  for  the  purpose  of  the  Act irrespective-of whether  he resides  inside or out- side the State! In  other words the place of residence or of business of the  manager or  the agent  is  utterly  irrelevant.  The artificial definition of a ’dealer’ under the Explanation is merely  an   enabling  provision   which   facilitates   the assessment against  a non-resident  dealer but the provision does not  require that  the manager  or the  li agent should have either  a residence  or a  place of business within the State of  Orissa. Emphasis was laid by Counsel on the phrase ’who 872 stores such goods’ occurring in the Explanation as referring to manager  or agent  and it  was submitted  that  the  said phrase suggests  that the  manager or  the agent should have either residence  or place  of business  within the State of Orissa. It is not possible to accept this submission for the reason that  all that  the Explanation  requires is that the manager or  the agent  should store  such goods  of the non- resident ’dealer’  within the  State of orissa but that does not mean that for such purpose the manager or the agent must either reside  or have  a place of business within the State of Orissa;  even if  he carries out the operation of storing the goods  and carrying  the same  by motor boats within the State of  Orissa from outside the State it would suffice. On a fair  reading of  the main  definition together  with  the Explanation it  seems to  us quite clear that the concept of residence or non-residence is relevant qua the principal who must be  a non-residence  dealer before his manager or agent could be  proceeded against or assessed under the act and it

http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 7 of 9  

is not  the requirement of the provision that the manager or the agent  of a  non-resident ’dealer’  should  have  either residence or  the place  of business  within  the  State  of Orissa.      The next  submission  of  Counsel  for  the  appellant- company has  been that  the two principals namely Nellimarla and Chitavalsah  who are  ’dealers’ falling  within the main definition could  not be  said to  be  non-resident  dealers because in the case of a company, unlike an individual every place where  it carries  on its business would be a place of its residence  and since admittedly each carried on business at certain  places at  Kendupatna in  the  State  of  Orissa during the  relevant quarters it could not be said that they had been  residing outside  p the  State.  Elaborating  this contention Counsel  pointed out  that  the  residence  of  a company must  be  distinguished  from  its  nationality  and domicile. According  to  Counsel  the  place  of  registered office of  a company  would be  relevant for determining its nationality or  domicile  but  it  does  not  determine  the residence. Counsel  pointed out  that in  law a  company may have a  dual residence  or multiple  : residences  depending upon at  how many  places it  carries on  its businesses and this aspect  of the company’s residence assumes considerable relevance in  the context of tax laws and since here the two jute companies  (the Principals) had also places of business within  the   State  of  Orissa,  apart  from  having  their registered offices  in Calcutta,  they could  be regarded as having their  residences within  the State  of orissa and as such could not be regarded as non-resident ’dealer’. 873      It is true that in respect of an artificial person like a company  the test  to determine its residence will have to be considered  in the  context of  the Law  prescribing  the criteria in that behalf and would be different from the test that determine  its nationality  or  domicile.  In  Palmer’s Company  Law  (23rd  Edn)  Vol.I  these  three  concepts  in relation to  a company  have been  dealt with  in paragraphs 8.10, 8.11 at pages 101 to 103 thus:           8.  10  Nationality,  domicile  and  residence  of           company           The situation  of the registered office determines      the nationality and domicile of the company but it does      not determine  its residence.  Where  legal  rules  use      these criteria and it is obvious that the rules have to      be applied  to legal  persons, it  becomes necessary to      apply these criteria by way of analogy from the case of      natural persons.  It is  obvious that a corporation can      no more  have a domicile or residence than it can marry      or have  children. On  the other  hand, effect  must be      given to the legal prescript, which is clearly intended      to cover  the case  of the artificial person as well as      that of the natural person. Here the task of the courts      is to  interpret the  enactment in question in relation      to the artificial person..............      ................... Nationality           The nationality  of a company is determined by the      law of the country in which it is incorporated and from      which it derives its personality.           In English law, nationality is rarely adopted as a      legal test. Domicile           The  place   of  registration   is  like-wise  the      domicile of  a company,  and this domicile clings to it      throughout its existence. It is, however, possible that

http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 8 of 9  

    by operation  of the  law of  the  Company’s  domicile,      another system of law may be substituted for the law of      the place of registration. 874           Unlike an  individual, a  company  cannot  have  a      domicile of choice. Residence           8.11 The  residence of  a company is not as easily      established as  its nationality  or its  domicile.  The      test  of   residence  is   mainly  used   if  questions      pertaining to taxation, the character of the company as      an overseas  trading corporation, service of process on      the company  and attribution  of enemy character to the      company arise.  In these  cases, the  residence of  the      company is  not determined  by  the  application  of  a      uniform test  but a different meaning is given to those      words in  each of  them. Moreover,  a  company-like  an      individual-may have  several  residences  at  the  same      time,  whereas   it  can  have  one  domicile  and  one      nationality only. Tax Law           8.12 In  tax law  a company is ordinarily resident      where the  actual management  of the company is carried      on, even  though  it  ought  to  be  managed  elsewhere      according to  its constitution.  If  this  is  done  at      several places,  the company  has a  dual residence (or      possibly even  more residences),  but in  that case  at      least some part of the superior and directing authority      of the  company must be present in the country in which      it is sought to establish the residence of the company.      From what  is stated above it will be clear that so far as law  of taxation  is concerned-and in the instant case we are concerned with tax law, namely, the Orissa Taxation Act- ordinarily the  residence of  a company  win be at the place where the actual management of the company is carried on and that if  this is  done at  several places it may have a dual residence but  in that  case  at  least  some  part  of  the superior and  directing authority  of the  company  must  be present at  the place  where its  residence is  sought to be established.      In Buckly  on the  Companies Act  (14th Edn.), Vol.1 at page 299 the following passage occurs i 875           For the  purpose of the Income Tax Acts, the place      of registration  of a company is not, any more than the      birth place  of an  individual, conclusive  as  to  its      ’residence’. A  company registered  here (in  England),      with  a   registered  office  here,  (in  England)  and      governed by  a board  which meets  here,  is  no  doubt      resident here.  But also  a company  registered abroad,      whose head  office and  directors’ meeting are here, is      resident  here.   The  test   of   residence   is   not      registration, but  where  the  company  does  its  real      business, where  the  central  management  and  control      abides. It  is the  actual place  of management  of the      company and  not the place where it ought to be managed      which fixes its residence." C      The underlined  portion  in  the  passage  quoted  from Buckley is  based on  the decision  of the House of Lords in the leading  case of  Egyptian Delta Land and Investment Co. v. Todd.  In that  case  the  company  was  incorporated  in England, had  its registered office in England and fulfilled its  statutory  obligations  in  that  country  but  1)  had transferred the  whole of  its business  to Egypt  which was entirely  controlled   and  managed  from  Cairo  where  the

http://JUDIS.NIC.IN SUPREME COURT OF INDIA Page 9 of 9  

director and  the  secretary  permanently  resided  and  the question arose  whether for  the purposes of Income Tax Acts the company  could be  regarded as  a resident: in England’. After exhaustive survey of the earlier case law on the point the House of Lord took the view that the incorporation under the  Companies.   Acts,   with   the   attendant   statutory obligations  did   not  in  itself,  as  a  matter  of  law, constitute a British company a person residing in the United Kingdom within  the meaning  of the Income Tax Acts; that it was  merely   a  factor  to  be  considered  in  determining residence, and was a matter for the Commissioners to decide. lt also  took the view that it was settled by authority that the residence  of a company, whether British or foreign, for income  tax   purposes  was,   preponderantly  and   if  not exclusively, determined by the place where its real business was carried on and since the whole of the company’s business was controlled  from Cairo  the company  was not resident in England  and   it  upheld  the  Commissioners’  decision  of discharging the  assessments. In  taking the  aforesaid view the House  of Lords  approved and followed the criteria that had been  laid down in an earlier decision in the case of De Beers Consolidated  Mines v. Howe to the effect "the test of residence is 876 not  registration  but  where  the  company  does  its  real business, where  the central management and control abides."      Applying the  aforesaid criteria  to the  facts of  the present case  it was  not disputed  before us  that both the principals (the jute companies) had their registered offices in Calcutta  (West Bengal),  that their principal businesses were carried  on in  Calcutta (West  Bengal)  and  that  the central management  and control  of the  businesses was done from Calcutta  It is  true that these two jute companies had storage equipment  and godowns at Kendupatna in the State of Orissa but  on  their  awn  showing  (vide  certificates  of Registration? at  Kendupatna they  had ’additional places of businesses’. It  was not  even the  appellant company’s case that the  central management and the control of the two jute companies’ businesses  was in  the State of orissa. The test laid down  in the  House of Lords’ decision does not suggest that at  every place  where some  business of the company is carried on it shall have its residence there. As pointed out above,  the  central  management  and  control  of  the  two companies’ businesses obtained in Calcutta (West Bengal) and that being  the position  the two  jute companies  would  be nonresident dealers  in the  State  of  Orissa.  The  second contention  of   the  counsel  for  the  appellant  company, therefore, fails.      In the  result we  are of  the view that the High Court was right  in coming  to the  conclusion that the appellant- company was  a dealer within the meaning of s.2(5) read with the Explanation  thereto of  the Orissa  Taxation Act, 1959. The appeal is, therefore, dismissed with costs . H.S.K.                                     Appeal dismissed. 877