2017 (5) TMI 434 - HC - Income Tax

Assessment of amalgamated company - Effective date of amalgamation - appointed date from which the scheme would be effective - Held that - In the case at hand, the Bombay High Court in sanctioning the scheme of amalgamation has not specified any other date from which the scheme will be effective. Therefore, in the absence of any such date specified by the High Court, the appointed date mentioned in the scheme would be the relevant date from which the amalgamation/transfer takes place. Since the aforesaid date is 1.4.2008, the aforesaid company Rave Entertainment Private Limited stood dissolved and ceased to be in existence from the said date and was not liable for assessment for the Financial Year (1.4.2008 to 31.4.2009). The questions are answered accordingly in favour of the assessee and against the revenue and it is held that Income Tax Appellate Tribunal has not committed any illegality in holding 1.4.2008 as the effective date of amalgamation.

Summary

Issues:
1. Date of effectiveness of amalgamation scheme
2. Assessment of a non-existent company

Analysis:

Issue 1: Date of effectiveness of amalgamation scheme
The case involved a scheme of amalgamation among six companies, including Rave Entertainment Private Limited, which amalgamated with Adlabs Films Limited. The scheme specified 1st April 2008 as the appointed date for its effectiveness. The scheme was sanctioned by the Bombay High Court on 8th May 2009 and filed before the Registrar of Companies on 1st June 2009. As the High Court did not specify any other date, the scheme came into effect from the appointed date mentioned in the scheme itself. This led to the dissolution and cessation of Rave Entertainment Private Limited from 1st April 2008. The Supreme Court precedent established that the appointed date mentioned in the scheme is crucial, and the scheme becomes effective from that date, irrespective of the court's sanctioning date or filing with the Registrar of Companies.

Issue 2: Assessment of a non-existent company
The assessment order for Rave Entertainment Private Limited for the financial year 2008-09 was passed on 19th December 2011. However, the CIT (Appeals) set aside this order on the grounds that the company had ceased to exist from 1st April 2008 due to the amalgamation. The Income Tax Appellate Tribunal affirmed this decision. The Supreme Court precedent further clarified that in such cases, the assessment can be made on the transferee company, considering the income of both transferor and transferee companies. Therefore, the Tribunal correctly held 1st April 2008 as the effective date of amalgamation, making Rave Entertainment Private Limited not liable for assessment for the financial year 2008-09.

In conclusion, the High Court dismissed the appeal, ruling in favor of the assessee and confirming the Tribunal's decision regarding the effective date of amalgamation and the non-liability of the dissolved company for assessment.