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TMI Blog2023 (4) TMI 895X X X X Extracts X X X X X X X X Extracts X X X X ..... ispose off this appeal with an observation that if fresh undertaking to amalgamation scheme in terms of Section 72A of the Income Tax Act, 1961 is filed before the NCLT, the learned NCLT may consider the same and pass appropriate orders expeditiously in accordance with law. - COMPANY APPEAL ( AT ) No. 26 of 2023 - - - Dated:- 20-4-2023 - ( Justice Rakesh Kumar ) Member ( Judicial ) And ( Dr. Alok Srivastava ) Member ( Technical ) For the Appellant : Mr. Ramji Srinivasan, Sr. Advocate, Ms Namrata Saraogi, Ms Shruti Pandey, Advocates For the Respondent : Mr Sunil Agarwal, Sr. Standing Counsel, Mr Shivansh Pandya, Mr Utkarsh Tiwardi, Advocates ORDER Heard. The present appeal under Section 421 of the Companies Act, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the reply following facts were incorporated:- 3. Provisions relating to carry forward and set off of accumulated loss and unabsorbed depreciation allowance in amalgamation or demerger, etc. are reproduced as below: 72.A. (1) Where there has been an amalgamation of (a) a company owning an industrial undertaking or a ship or a hotel with another company; or (b) a banking company referred to in clause (c) of section-5 of the Banking Regulation Act. 1949 (10 of 1949) with a specified bank: or (c) one or more public sector company or companies engaged in the business of operation of aircraft with one or more public sector company or companies engaged in similar business, then, notwithstanding anything contained in any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amating company or to ensure that the amalgamation is for genuine business purpose. In view of the above the carry forward and set off of the accumulated losses and unabsorbed depreciation accruing and relating to the operation of the business from the appointed date onwards of the transferor company should be in compliance of the provisions of section 72A of the Income Tax Act, 1961 and shall be ensured by the Transferee Company as per provision laid down NOT and in 72A Sub Section 2 and 4 of the Income Tax Act, 1961. The scheme of amalgamation of M/s Minda TG Rubber Pvt Ltd(Transferor Company) with M/s Toyoda Gosei Minda India Pvt Ltd(Transferee company) may be approved subject to Transferee company undertake and confirm to comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... llant by way of referring to rejoinder which was filed as response to the reply filed by Respondent/Income Tax Department has argued that in view of change circumstances this appeal can be disposed off asking the NCLT to pass order afresh. Mr. Sunil Agarwal, learned Senior Standing Counsel of Income Tax Department submits that if the appellants are ready to give undertaking before the NCLT as given by the appellant No.2 in its rejoinder, the Respondent No.1 may not raise any objection regarding amalgamation of the aforesaid companies. We are of the opinion that since before the NCLT no undertaking in the scheme was given by the appellant in compliance with provision of Section 72A of the Income Tax Act, 1961, the Learned Tribunal has com ..... X X X X Extracts X X X X X X X X Extracts X X X X
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