It was held that the appointed date of the scheme will remain unchanged and the Income Tax Authorities would not be hindered in any manner due to this scheme of merger as they are at liberty proceed against the Party irrespective of the appointed date of the scheme, in accordance with law.
The National Company Law Tribunal, Mumbai Bench, observed and directed as under:-
“m) As far as…
n) Hence, not to dilute the rights of the Income Tax Authorities, this Bench hereby orders that, the Appointed date of the Scheme shall be 1st April, 2018 instead of 1st April, 2017. Rest of the Scheme remains unaltered.
o) The Scheme is sanctioned hereby with the above directions.”
The Appellate Tribunal having heard the learned counsels, overruled the observation at “m” and found that the direction (n) of the Impugned Order needs to be deleted.
Accordingly, the Appellate Tribunal held that the appointed date of the scheme shall remain 1st April, 2017 as proposed by the Appellant. It is clear that the Income Tax Authorities would not be hindered in any manner due to this scheme of merger. They would be at liberty to proceed against Appellant No. 1 – the transferee Company for Income Tax liabilities of Transferor Companies, irrespective of the appointed date of the scheme, in accordance with law and if there is any difficulty, and need arises, as per law, they would be at liberty to proceed even against the erstwhile persons, members/directors of Appellants 2 to 4, holding them also liable.
Judgement link : https://nclat.nic.in/Useradmin/upload/52010725b892429ee6c3.pdf