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Issues:
1. Validity of certificate issued by the first respondent in favor of the transferor-company for property transfer. 2. Request to substitute the name of the transferee-company in the certificate for registration of the sale deed. 3. Interpretation of the scheme of amalgamation approved by the High Court of Bombay. 4. Authority of the first respondent to amend the certificate under the Income-tax Act. Analysis: Issue 1: The transferor-company sought a certificate under section 269UL(1) of the Income-tax Act for the transfer of property. The first respondent issued the certificate in favor of the transferor-company on May 18, 1995, based on the agreement for the property transfer. Issue 2: Following the amalgamation of the transferor-company with the transferee-company as per the scheme approved by the High Court of Bombay, the transferee-company requested to substitute its name in the certificate issued by the first respondent. The transferee-company argued that, post-amalgamation, it had become the alter ego of the transferor-company, and hence, the certificate should benefit the transferee-company. Issue 3: The scheme of amalgamation sanctioned by the High Court of Bombay detailed the transfer of all assets, liabilities, and interests of the transferor-company to the transferee-company. The court acknowledged that, post-amalgamation, the transferee-company effectively replaced the transferor-company in all aspects, making it the rightful beneficiary of the certificate. Issue 4: The question arose regarding the authority of the first respondent to amend the certificate under the Income-tax Act. The first respondent contended that there was no provision empowering them to amend the certificate already issued. However, the court, considering the scheme of amalgamation and the legal implications, ruled that the certificate issued in favor of the transferor-company should benefit the transferee-company post-amalgamation. The court directed the second respondent to register the sale deed based on the certificate issued to the transferor-company, now deemed to benefit the transferee-company. The court found it unnecessary to delve into the specific provisions of the Income-tax Act regarding the amendment of certificates in light of the amalgamation's legal consequences. In conclusion, the court allowed the petition, emphasizing the validity of the certificate in favor of the transferee-company post-amalgamation and directing the registration of the sale deed based on the existing certificate.
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