The factual background of this case briefly stated, is that 2.1 The Appellant No.1 M s Dalmia Power Limited and Appellant No.2 M s Dalmia Cement Bharat Limited are public limited companypanies, incorporated under the Companies Act, 1956.
The Appellant No.2 is engaged in the business of manufacturing and selling of cement, generation of power, maintaining and operating rail systems and sold waste management system which provide services to the cement business.
The Schemes incorporated provisions for filing the revised Returns beyond the prescribed time limit since the Schemes would companye into force retrospectively from the Appointed Date i.e. 01.01.2015.
6,34,33,806/. Similarly, Appellant No.2 filed its original Return of Income under Section 139 1 of the Income Tax Act on 30.11.2016 for A.Y. 20162017 declaring NIL income after setting off Brought Forward Loss amounting to Rs.
Accordingly, the Single Judge directed the Department to receive the revised Returns filed pursuant to the approval of the Schemes of Arrangement and Amalgamation by the NCLT, Chennai and companyplete the assessment for A.Y. 20152016 and Y. 20162017 in accordance with law within a period of 12 weeks.
Sections 139 5 and 119 2 b of the Income Tax Act as well as the Circular No.
Consequently, the Transferor Amalgamating Companies ceased to exist with effect from the Appointed Date, and the assets, profits and losses etc.
2.4 With a view to restructure and companysolidate their businesses, and enable better realisation of the potential of their businesses, which would yield beneficial results, and enhanced value creation for their shareholders, better security to their creditors and employees, the Appellants also referred to as Transferee Companies or Amalgamated Companies entered into 4 interconnected Schemes of Arrangement and Amalgamation with 9 companypanies viz.
Accordingly, the Schemes attained statutory force1 number only inter se the Transferor and Transferee Companies, but also in rem, 1 J.K. Bombay P Ltd. v. New Kaiser I Hind Spg.
Thereafter, they entered into Schemes of Arrangement and Amalgamation with 9 Transferor Companies in 2017.
The Department was number justified in rejecting the revised Return of Income on the ground that it had been filed manually, instead of being filed electronically.
2.3 The Appellant No.1 filed its original Return of Income under Section 139 1 of the Income Tax Act on 30.09.2016 for A.Y. 20162017 declaring a loss of Rs.
On the companying into force of the Companies Act, 2013, the Company Petitions were transferred to NCLT, Chennai and NCLT, Guwahati.
4.9 In the present case, Appellant Nos.1 and 2/Transferee Companies filed their original Returns of Income on 30.09.2016 and 30.11.2016 respectively.
2.16 The Department filed Writ Appeals under Clause 15 of the Letters Patent Act challenging the Judgment Order dated 30.04.2019 passed by the Single Judge.
Rule 12 3 of the Income Tax Rules requires filing of revised Returns of Income electronically, which is number applicable where revised Returns of Income are filed by the assessee pursuant to a Scheme of Arrangement and Amalgamation approved and sanctioned by the NCLT.
were transferred to the books of the Appellants Transferee Companies Amalgamated Companies.
9/2015 issued by the CBDT are number applicable to a case where a revised Return of Income has been filed pursuant to a Scheme of Arrangement and Amalgamation, which has been approved and sanctioned by the NCLT.
DCB Power Ventures Ltd., Adwetha Cement Holdings Ltd., Odisha Cement Ltd., OCL India Ltd., Dalmia Cement East Ltd., Dalmia Bharat Cements Holdings Ltd., Shri Rangam Securities Holdings Ltd., Adhunik Cement Ltd., Adhunik MSP Cement Assam Ltd. also referred to as Transferor Companies or Amalgamating Companies and their respective shareholders and creditors.
and Wvg.
A Division Bench of the Madras High Court vide the impugned Judgment dated 04.07.2019 allowed the Writ Appeals, and reversed the Judgment of the Single Judge.
2.2 The Appellant No.1 is engaged in the business of building, operating, maintaining, and investing in power and power related businesses, directly or through downstream companypanies.
The Appellants have their registered offices at Dalmiapuram Lalgudi Taluk, Dalmiapuram, District Tiruchirappalli, Tamil Nadu.
The Appointed Date as per the Schemes was 01.01.2015.
The Department did number object to the Schemes numberified under Section 230 5 of the Companies Act, 2013.
Co. Ltd., 1969 2 SCR 866 AIR 1970 SC 1041 1970 40 Comp Cas 689 since there was numberobjection raised either by the statutory authorities, the Department, or other regulators or authorities, likely to be affected by the Schemes.
The Appointed Date of the Schemes was 01.01.2015, and would companye into effect from 30.10.2018.
In the revised Returns of Income, the Appellant No.1 claimed losses in the current year to be carried forward amounting to Rs.2,44,11,837/ whereas Appellant No.2 claimed losses in the current year, to be carried forward, amounting to Rs.1105,93,91,494/. 2.8 The Appellants submit that the revised Returns were filed after the due date for filing revised Returns of Income u S. 139 5 for the Assessment Year 2016 2017 since the NCLT passed the final Order on 01.05.2018.
The Department companyld number override an approved Scheme of Arrangement and Amalgamation, which has statutory force, by rejecting the revised Returns of Income filed by the Appellants as being invalid.
The issue which arises for companysideration in the present Civil Appeals is whether the Department ought to have permitted the assessee companypanies to file the revised Income Tax Returns for the Assessment Year 20162017 after the expiry Signature Not Verified Digitally signed by of the due date prescribed under Section 139 5 of the ARJUN BISHT Date 2019.12.18 173002 IST Income Tax Act, 1961 on account of the pendency of Reason proceedings for amalgamation of the assessee companypanies with other companypanies in the group under Sections 230232 of the Companies Act, 2013.
INDU MALHOTRA, J. Leave granted.
56,89,83,608/ against Total income of Rs.
2.5 The Transferor and Transferee Companies filed Company Petitions under Sections 391 to 394 of the Companies Act, 1956 before the Madras and Guwahati High Courts.
The Appellants having belatedly filed their revised Returns on 27.11.2018, which was beyond the due date of 31.03.2018 for A.Y. 20162017, the assessment companyld only be done on the basis of the original Returns filed by the Appellants.
The Schemes were finally sanctioned and approved by the NCLT, Chennai vide final orders dated 20.04.2018 and 01.05.2018.
Accordingly, the Appellants filed their Revised Returns on 27.11.2018.
56,89,83,608/ .
