2002 (12) TMI 49 - HC - Income Tax

Amalgamations of Companies - Carry Forward and Set Off of accumulated loss and unabsorbed depreciation allowance

Issues Involved:
1. Validity of the Central Government's refusal to grant a declaration under section 72A(1) of the Income-tax Act.
2. Adherence to the scheme of amalgamation by the amalgamated company.
3. Compliance with the guidelines issued by the Central Government, particularly Condition No. 7.
4. Public interest and revival of the sick unit.
5. Validity of Condition No. 7 under Article 14 of the Constitution of India.

Issue-wise Detailed Analysis:

1. Validity of the Central Government's Refusal:
The Central Government declined to grant a declaration under section 72A(1) of the Income-tax Act, stating that the amalgamation did not satisfy the conditions enumerated in clause (b) of sub-section (1) of section 72A. The reasons included the closure of the sick unit within the revival period and the initiation of a new business by a subsidiary rather than the amalgamated company itself.

2. Adherence to the Scheme of Amalgamation:
The amalgamated company continued the business of manufacturing steel tubes until January 24, 1983, which was about four years after the amalgamation took effect. However, the Central Government noted that the closure of the sick unit within the revival period indicated non-adherence to the scheme of amalgamation for a reasonably long time. The court upheld this reasoning, stating that the primary purpose of section 72A was to ensure the revival and continuation of the business of the amalgamating company.

3. Compliance with Guidelines, Particularly Condition No. 7:
Condition No. 7 specified that rehabilitation should be without modification of business and as per the existing product line and industrial license held by the amalgamating company. Diversification to unconnected fields could only be considered in special cases where the amalgamating company already had a license for the new items. The court found that the amalgamated company did not fulfill this condition as the new business was started by a subsidiary, not the amalgamated company itself, and the amalgamating company did not have a license for the new industry.

4. Public Interest and Revival of the Sick Unit:
The Central Government concluded that the revival of the sick unit was not achieved, and the amalgamation was not in public interest. The court agreed, noting that most of the employees of the amalgamating company were retrenched and the machinery of the amalgamating company was not utilized in the new project. The court emphasized that the object of section 72A was to ensure the revival of the business of the amalgamating company and the welfare of its workers, which was not met in this case.

5. Validity of Condition No. 7 Under Article 14:
The petitioner challenged Condition No. 7 as being arbitrary and unreasonable, having no nexus to the object sought to be achieved by section 72A. The court rejected this argument, stating that Condition No. 7 was in furtherance of the object of section 72A, which was to ensure the revival of the business of the amalgamating company. The court held that the condition was valid and not violative of Article 14 of the Constitution of India.

Conclusion:
The court dismissed the writ petition, upholding the Central Government's decision to refuse the declaration under section 72A(1) of the Income-tax Act. The court found that the amalgamated company did not adhere to the scheme of amalgamation for a reasonably long time, did not comply with Condition No. 7, and did not achieve the revival of the sick unit in public interest. The court also upheld the validity of Condition No. 7 under Article 14 of the Constitution of India.

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