9911796707
TMI Blog2013 (2) TMI 128X X X X Extracts X X X X X X X X Extracts X X X X ..... SUPREME COURT] the effective date for amalgamation would be the date as envisaged under the scheme. Thus no hesitation in holding that the transferor company would no longer be amenable to assessment proceedings for the assessment year 2010-11. The notice for producing documents for such assessment would, therefore, be invalid. Reference of the Revenue to clause 6 of the scheme is wholly misplaced. Clause 6 refers to two dates, namely, appointed date and the effective date. It only clarifies that the scheme shall be operative from the appointed date, but shall become effective from the effective date. This, in our opinion, does not alter the position of law - against revenue. - Special Civil Application No.605 of 2013 - - - Dated:- 28-1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he order passed by the High Court of Gujarat sanctioning the proposed scheme after obtaining other relevant approval is filed with the Registrar of Companies. 3. In clause 6 of the scheme of amalgamation, it was provided as under: 6. Operative date of the scheme. The scheme, although operative from the appointed date, shall become effective from the effective date. Clause 9 of the Scheme pertained to the conduct of business by transferor company till effective date, relevant portion of which reads as under: With effect from the Appointed Date and upto the Effective Date, the Transferor company: 9.1 shall carry on and be deemed to carry on all its business and activities and stand possessed of its properties an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provide for any modification in the appointed date as envisaged in the merger scheme itself. In that view of the matter, as held by the Supreme Court in the case of Marshall Sons and Co. (India) Ltd v. I.T.O., 223 ITR 809, the effective date for amalgamation would be the date as envisaged under the scheme. The Supreme Court in the said decision observed as under: 14. Every scheme of amalgamation has to necessarily provide a date with effect from which the amalgamation/transfer shall take place. The scheme concerned herein does so provide viz. January 1, 1982. It is true that while sanctioning the scheme it is open to the Court to modify the said date and prescribe such date of amalgamation/transfer as it thinks appropriate in this fa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also not specified any other date as the date of transfer/amalgamation. In such a situation, it would not be reasonable to say that the scheme of amalgamation takes effect on and from the date of the order sanctioning the scheme. We are, therefore, of the opinion that the notices issued by the Income-tax Officer (impugned in the writ petition) were not warranted in law. The business carried on by the Transferor Company (Subsidiary Company) should be deemed to have been carried on for and on behalf of the Transferee Company. This is the necessary and the logical consequence of the Court sanctioning the scheme of amalgamation as presented to it. The order of the Court, sanctioning the scheme, the filing of the certified copies of the orders ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eed not pursue this line of enquiry because it does not arise for consideration in these cases directly. In view of the above concluded position of law, we have no hesitation in holding that the transferor company would no longer be amenable to assessment proceedings for the assessment year 2010-11. The notice for producing documents for such assessment would, therefore, be invalid. Reference of the Revenue to clause 6 of the scheme is wholly misplaced. Clause 6 refers to two dates, namely, appointed date and the effective date. It only clarifies that the scheme shall be operative from the appointed date, but shall become effective from the effective date. This, in our opinion, does not alter the position of law. The term appointed date ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
