9911796707
TMI Blog1969 (7) TMI 57X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Economic Investment Corporation Ltd. under section 11(5) of the Indian Companies Act, 1913. Though the Economic Investment Corporation, that is to say, the appellant before us, duly intimated the Income-tax Officer of the aforesaid change in the name of the company, the Income-tax Officer (respondent No. 3) made his assessment for the relevant period (1946-47) on the Meghlibundh Tea Company. Thereafter, a certificate proceeding under the Public Demands Kecovery Act was started on the allegation that a sum of Rs. 25,000 and odd was due on account of income-tax from the Meghlibundh Tea Company. At a later stage of the certificate proceedings, the Income-tax Officer requested the Certificate Officer that the name of the Economic Investm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , on contest, the rule was discharged by the judgment of Banerjee J., (at pages 86-97). Before Banerjee J. two points were taken at the hearing : (1) That the petitioner as a company could not be proceeded against as the successor of the Meghlibundh Tea Company without assessment proceedings having been taken against the petitioner-company and (2) that the demand under section 46(5A) could not be made from the petitioner-company in view of the bar under section 46(7) of the Act. Before us, on appeal, it is only the first ground which has been pressed by Dr. Pal, on behalf of the appellant. At the outset, it must be pointed out that by issuing a notice under section 46(5A), the Income-tax Officer is not seeking to proceed against the pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an attachment in a civil proceeding under the Code of Civil Procedure. The only question, therefore, which arises in this context is does the Allahabad Bank hold any money for or on account of the Meghlibundh Tea Company, who was the assessee for the demand in question ? For an answer to that question, we must turn to the provision in section 11(5) under which the change in name stated at the outset took place. In the corresponding provisions of the Companies Act, 1956, it is provided in section 21, that a company may, by special resolution and with the approval of the Central Government signified in writing, change its name. In section 23(1), it is stated that: "Where a company changes its name in pursuance of section 21, or 22, the Reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... but also the obligations, including the obligation to pay income-tax belonging to the old company, have passed on to the new company under the provisions of section 11(3) of the Companies Act. It was of course pointed out on behalf of the respondents that in the return of income submitted by the old company (vide page 64 of the paper book), the name of the assessee was given as "Meghlibundh Tea Company Ltd. (now Economic Investment Corporation Ltd.)" and, therefore, the Economic Investment Corporation was already there in the records of the Income-tax Officer. To this, however, it has been contended on behalf of the appellant that the return was submitted not by the appellant but by the old company. Here again is another quibble, which ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he juristic entity is the same, namely, the old company under a new name. Sub-section (2) of section 26, therefore, is not attracted either. Upon this, however, Dr. Pal based his argument that there is no provision in law as to what would happen under the law of income-tax when there is a change of name of a company under the provisions of section, 11(3) of the Companies Act, 1913. The answer to that is simple, namely, that no such question does arise in law just as it arises in the case of a legal succession under sub-section (2) and in the case of a reconstitution of a partnership firm under sub-section (1) of section 26. In both these cases, there is a substitution or succession of one legal person by another legal person. To our mind, t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
