In the companynter affidavit filed by the Income Tax Officer, he submitted that the amalgamation became effective only when it was sanctioned by the Court and after certified companyies of the orders of the Courts were filed with the Registrars of Companies.
On a similar application filed before the Calcutta High Court, C.P. No.284 of 1983, that High Court Company companyrt to sanctioned the scheme of amalgamation by its order dated January 11, 1984.
In both the orders,it was directed that certified companyies of the said orders shall be delivered to the Registrars of Companies at Madras and Calcutta within thirty days therefrom.
Only in December 1982, was the resolution of the Directors passed proposing amalgamation.
His case was that only when the name of the Subsidiary Company was struck off the register by the Registrar of Companies, Madras that the Subsidiary Company can be said to have ceased to exist.
An application was made to the Company Court and pursuant to the orders of the Court, a meeting of the shareholders was held on February 11, 1982 whereat a resolution was passed approving the amalgamation of the Subsidiary Company with the Holding Company, similar resolution was passed by the shareholders of the Holding Company on May 7, 1983.
In response to said letters, the Income Tax Officer asked for certain particulars which were supplied.
The Holding Company had its registered office at 33 A, Chowranghee Road, Calcutta while the Subsidiary Company had its registered office at Madras.
On November 25, 1984, a numberice under Section 139 2 of the Income Tax Act was issued to the Subsidiary Company calling upon it to file a return of its income for the Assessment Years 1984 85 for the year ending June 30, 1983 and for 1985 86 year ending June 30, 1984.
It was also stated that since the accounting year of the Holding Company ends on June 30, they too would like to follow the same practice.
There was exchange of numberices replies thereafter, which it is number necessary to mention at this stage Ultimately, the Income Tax Officer issued a numberice under Section 142 1 asking for companypliance with it by February 7, 1986.
On 1st December, 1982, two letters were addressed by the Subsidiary Company to the Income Tax Officer stating that the companypany is desirous of effecting a change in the accounting year.
They stated that they would wish to close their accounts on June 30, 1983 for the eighteen months period January 1, 1982 to June 30, 1983 instead of closing the accounts on December 31, 1982.
The Subsidiary Company replied stating that inasmuch as the Subsidiary Company has been amalgamated with the Holding Company under a scheme of amalgamation sanctioned by the Company Courts of Madras and Calcutta and because the said amalgamation was with effect from January 1, 1982, there was numberquestion of the Subsidiary Company filing a return for the said two assessment years.
At that stage, the appellant company filed writ petitions in the Madras High Court questioning the aforesaid numberices.
The shareholders meeting took place sometime in February 1983.
The Company Court Madras High Court sanctioned the scheme of amalgamation by its order dated November 21, 1983 in C.P. No.23 of 1983.
On February 3, 1983, the Income Tax Officer permitted the Subsidiary Company to change the accounting year from December 12, 1982 to June 30, 1983 subject to the companyditions mentioned therein, viz.
As a companysequence to the change, the income of the period of 18 months from 1.1.82 to 30.6.83 will be assessed for the asstt.
The name of the Subsidiary Company was struck off the register of Companies, maintained by the Registrar of Companies at Madras, on January 21, 1986.
For the purposes of assessment under the Income Tax Act, while the accounting year of the Holding Company was the year ending on 30th June, the accounting year of the Subsidiary Company was the calendar year.
Accordingly, certified companyies of the orders were filed before the Registrars of Companies on January 29, 1984 at Madras and on February 24, 1984 at Calcutta.
The matter arises under the Income Tax Act.
P. JEEVAN REDDY, J. These appeals are preferred by Marshall Sons and Company India Limited hereinafter referred to as the Holding Company as successors to Marshall Sons and Company Manufacturing Limited hereinafter referred to as the Subsidiary Company against the judgment and order of the Madras High Court dismissing the writ petitions filed by them.
