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“transferee company”

Mergers & RestructuringSection 2(1B)Section 2(1B)236 judgments

The decision most relied on for transferee company is Spice Infotainment Ltd. v. CIT (247 CTR 500), cited in 114 judgments on BharatTax.

Leading authorities on transferee company

Spice Infotainment Ltd. v. CIT
247 CTR 500 · 2012 · High Court
114
citing judgments

An assessment framed in the name of a company that has ceased to exist due to amalgamation is invalid, even if the amalgamated company participated in the proceedings. Such a defect cannot be cured under section 292B of the Income-tax Act.

Pentasoft Technologies Ltd. v. DCIT
41 Taxmann.com 120 · 2014 · High Court
58
citing judgments

A non-compete fee paid as part of a business acquisition or transaction constitutes an intangible asset, eligible for depreciation under Section 32(1)(ii) of the Income-tax Act.

CIT v. Smifs Securities Ltd.
87 Taxmann.com 82 · 2017 · High Court
38
citing judgments

Depreciation is allowable on goodwill as an intangible asset under Section 32(1)(ii) when it arises from a scheme of amalgamation or similar corporate restructuring.

Marshall Sons & Co. (India) Ltd. v. ITO
223 ITR 809 · 1997 · Supreme Court
29
citing judgments

In cases of amalgamation, the computation of income should be done with reference to periods before and after the appointed day, not the date of court sanction. Amalgamating companies cease to exist in law upon amalgamation.

Dalmia Power Ltd. v. ACIT
420 ITR 339 · 2020 · Supreme Court
21
citing judgments

Once a scheme of arrangement or amalgamation has been sanctioned by a competent court and due notice has been issued to the income tax department, the binding nature of the scheme cannot be challenged during its implementation, as it attains statutory force.

CIT v. Intel Techno India P. Ltd.
57 Taxmann.com 159 · 2015 · High Court
15
citing judgments

An assessment framed in the name of a company that no longer exists due to amalgamation is a nullity and cannot be cured by Section 292B. The assessment proceedings are void if notice is not issued to the transferee company.

Judgments citing transferee company

Bec Finance P.Ltd, New Delhi vs. ITO, Ward-4(3), New Delhi

ITA 6594/DEL/2019[2010-11]Status: DisposedITAT Delhi27 Mar 2025AY 2010-11

Bench: Shri S Rifaur Rahman & Shri Sudhir Pareek

For Appellant: Shri Shivam Malik, AdvFor Respondent: Shri Amit Katoch, Sr. DR
Section 142(1)Section 143(2)Section 147Section 148Section 68

forth in Schedule-I annexed hereto and DOTH HEREBY DECLARE the same to be binding on all the shareholders creditors of the Transferor and Transferee companies and all concerned and DOTH APPROVE the said scheme of arrangement to be effective from the appointed dated i.e. 20/12/2004. THIS COURT DOTH FURTHER ... company specified in the First, Secund and Third parts of the schedule-II thereto be transferred without further act or deed respectively to the Transferee company and accordingly the same shall pursuant to section 394 (2) of the Companies Act, 1956 be transferred to and vest respectively the Transferee company

DCIT (Ltu), New Delhi vs. M/S. Mawana Sugar Ltd., New Delhi

In the result, all the appeals filed by the Revenue for AYs 2006-07, 2012-

ITA 6081/DEL/2016[2012-13]Status: DisposedITAT Delhi26 Mar 2025AY 2012-13

Bench: Shri Satbeer Singh Godara & Shris.Rifaur Rahman

For Appellant: Shri Taran Deep Singh, AdvocateFor Respondent: Ms. Baljeet Kaur, CIT DR
Section 2Section 2(47)Section 391

section 394 of the Companies Act, 1956. It was submitted that u/s 394 the Company Court has vide powers to approve “transfer to the transferee company of the whole or any part of the undertaking, property or liabilities of any transferor company”. Sub-section 4 of section 394 further defines

Siel Ltd., New Delhi vs. DCIT, New Delhi

In the result, all the appeals filed by the Revenue for AYs 2006-07, 2012-

ITA 6301/DEL/2015[2011-12]Status: DisposedITAT Delhi26 Mar 2025AY 2011-12

Bench: Shri Satbeer Singh Godara & Shris.Rifaur Rahman

For Appellant: Shri Taran Deep Singh, AdvocateFor Respondent: Ms. Baljeet Kaur, CIT DR
Section 2Section 2(47)Section 391

section 394 of the Companies Act, 1956. It was submitted that u/s 394 the Company Court has vide powers to approve “transfer to the transferee company of the whole or any part of the undertaking, property or liabilities of any transferor company”. Sub-section 4 of section 394 further defines

Siel Ltd., New Delhi vs. DCIT, New Delhi

In the result, all the appeals filed by the Revenue for AYs 2006-07, 2012-

ITA 6300/DEL/2015[2003-04]Status: DisposedITAT Delhi26 Mar 2025AY 2003-04

Bench: Shri Satbeer Singh Godara & Shris.Rifaur Rahman

For Appellant: Shri Taran Deep Singh, AdvocateFor Respondent: Ms. Baljeet Kaur, CIT DR
Section 2Section 2(47)Section 391

section 394 of the Companies Act, 1956. It was submitted that u/s 394 the Company Court has vide powers to approve “transfer to the transferee company of the whole or any part of the undertaking, property or liabilities of any transferor company”. Sub-section 4 of section 394 further defines

Ashima Dyecot Private Limited (Now Merged in to Ashima Ltd), Ahmedabad vs. The Dy.CIT, Circle-1(1)(1), Ahmedabad

In the result, the appeal of the assessee is allowed

ITA 1708/AHD/2024[2018-19]Status: DisposedITAT Ahmedabad26 Feb 2025AY 2018-19

Bench: DR. BRR KUMAR (Vice President), SHRI SIDDHARTHA NAUTIYAL (Judicial Member)

Section 139(1)Section 143(3)Section 270A

addition of difference in duty drawback amounting to Rs.18,30,50s/- making total addition of Rs.22,84,128/- for A.Y.2018-19. 4. The Appellant Transferee Company Ashima Limited has filed an appeal before the National Faceless Appeal Centre (NFAC) on 19.01.2022 both on technical grounds as well as on merits contending

JCIT(OSD), Cir-3(1)(2), Ahmedabad vs. Reckitt Benckiser Healthcare (India) Ltd, Haryana

In the result, appeal of the Revenue is dismissed

ITA 1225/AHD/2018[2011-12]Status: DisposedITAT Ahmedabad18 Feb 2025AY 2011-12

Bench: Dr. B.R.R. Kumar, Vice-Ms. Suchitra Kamble

For Appellant: Shri Dhinal Shah, ARFor Respondent: Shri V. Nand Kumar, CIT-DR
Section 115JSection 143(3)Section 2Section 250Section 391Section 45

assets and liabilities. The process of demerger generally consists of following transactions: • Transfer of assets and liabilities by the transferor company to the resulting transferee company; • Transfer/ extinguishment of shares of the transferor company; and • Issuance of shares of resulting transferee company to the shareholders of the transferor company

Reckitt Benckiser Healthcare India Pvt. Ltd., ( Formerly Known As Reckitt Benckiser Healthcare India Ltd., Haryana vs. DCIT, Circle-3(1)(2), Ahmedabad

In the result, appeal of the Revenue is dismissed

ITA 1184/AHD/2018[2011-12]Status: FixedITAT Ahmedabad18 Feb 2025AY 2011-12

Bench: Dr. B.R.R. Kumar, Vice-Ms. Suchitra Kamble

For Appellant: Shri Dhinal Shah, ARFor Respondent: Shri V. Nand Kumar, CIT-DR
Section 115JSection 143(3)Section 2Section 250Section 391Section 45

assets and liabilities. The process of demerger generally consists of following transactions: • Transfer of assets and liabilities by the transferor company to the resulting transferee company; • Transfer/ extinguishment of shares of the transferor company; and • Issuance of shares of resulting transferee company to the shareholders of the transferor company

Ester Industries Ltd., New Delhi vs. ACIT, Delhi

In the result, appeals of the assessee are partly allowed

ITA 3618/DEL/2023[AY 2020-21]Status: DisposedITAT Delhi18 Feb 2025

Bench: Shri Challa Nagendra Prasad & Shri S Rifaur Rahmanassessment Year: 2008-09 बनाम Btl Industries Ltd., Dcit, (Merged With & Now Known As Vs. Central Circle-Ii, M/S Btl Holding Co. Ltd.), Faridabad, C/O Srs Mall, Third Floor, Haryana. Sector-12, Faridabad, Haryana. Pan No.Aaccb0573C अपीलाथ" Appellant ""यथ"/Respondent &

Section 143(2)Section 14ASection 153Section 153ASection 153A(1)(b)Section 234B

liabilities of the erstwhile company, but also bear the burden of the proceedings which had been commenced against the erstwhile company being the transferee company. 15. On the other hand, Mr Nageshwar Rao, who appears on behalf of the respondent/assessee, as judgment in Maruti Suzuki. Mr Rao has also taken

DCIT., Circle 8(1), Hyderabad vs. East India Petroleum Limited, Hyderabad

In the result, appeal filed by the Revenue is dismissed

ITA 1087/HYD/2024[2018-19]Status: DisposedITAT Hyderabad06 Feb 2025AY 2018-19

Bench: Shri Manjunatha G. & Shri K.Narsimha Charyआ.अपी.सं /Ita No.1087/Hyd/2024 (निर्धारण वर्ा/Assessment Year: 2018-19) Deputy Commissioner Of Vs. East India Petroleum Income Tax Limited Circle-8(1)(Incharge) Hyderabad Hyderabad [Pan : Aaace4494K] (Appellant) (Respondent) निर्धाररती द्वधरध/Assessee By: Shri H.Srinivasulu, Ar रधजस् व द्वधरध/Revenue By: Ms.M.Narmada, Cit-Dr सुिवधई की तधरीख/Date Of Hearing: 16/01/2025 घोर्णध की तधरीख/Date Of 06/02/2025 Pronouncement: आदेश / Order Per. Manjunatha G., A.M: This Appeal Filed By The Revenue Is Directed Against Order Dated 19.08.2024 Of The Commissioner Of Income Tax (Appeals) [“Ld.Cit(A)”], National Faceless Appeal Centre (Nfac), Delhi, Pertaining To A.Y.2018-19. 2. The Brief Facts Of The Case Are That The Assessee, Engaged In The Business Of Providing Terminalling Services To Oil Marketing Companies For Storage Of Bulk Liquid Products Including Fuels Like High Speed Diesel, Motor Spirit, Petroleum

For Appellant: Shri H.Srinivasulu, ARFor Respondent: Ms.M.Narmada, CIT-DR
Section 32

Accountants of India (“ICAI”) and accordingly, all assets and liabilities of the transferor company has been accounted in the books of accounts of the transferee company, i.e. assessee company, which resulted in taking over excess liabilities to the tune of Rs.88,21,86,061/- and the same has been treated ... goodwill’ in the books of accounts of transferee company, on which depreciation @25% has been claimed in terms of section 32 of the Act. The assessee had also explained the interest debited to Profit & Loss account towards loan borrowed from Axis Finance Ltd. and argued that as on the appointed

Deputy Commissioner of Income Tax 13(1)(2), Mumbai vs. Olive Bar & Kitchen Private Limited, Mumbai

In the result, the appeal of the revenue is dismissed and the appeal of the assessee is allowed for statistical purposes

ITA 6255/MUM/2024[2017-18]Status: DisposedITAT Mumbai22 Jan 2025AY 2017-18

Bench: Shri Amit Shukla & Smt. Renu Jauhriolive Bar & Kitchen Pvt. V/S. Acit, Circle-13(1)(1), बनाम Ltd. Mumbai 14 Union Park, Palli Hill Maharashtra-400020 Tourist Hotel Pvt. Ltd, Palli Hill Road, Khar West, Mumbai-400052 स्थायी लेखा सं./जीआइआर सं./Pan/Gir No: Aaaco5346G Appellant/अपीलार्थी .. Respondent/प्रतिवादी Dcit, Circle-13(1)(2), V/S. Olive Bar & Kitchen Pvt. Mumbai बनाम Ltd. R. No. 218, Aayakar 14 Union Park, Palli Hill Bhavan, M K Road, Tourist Hotel Pvt. Ltd, Mumbai, Palli Hill Road, Khar West, Maharashtra-400020 Mumbai-400052 स्थायी लेखा सं./जीआइआर सं./Pan/Gir No: Aaaco5346G Appellant/अपीलार्थी Respondent/प्रतिवादी ..

For Appellant: Shri Mahesh RajoraFor Respondent: Shri Mahesh Pmnani
Section 250Section 35D(1)(ii)Section 36(1)(iii)Section 36(1)(lit)Section 37(1)

from the Appointed Date, and to claim refunds/ credits, pursuant to the provisions of this Scheme. . . . . . . . 10.1.4 Upon the Scheme becoming effective, the Transferee Company is also expressly permitted to revise their Income Tax returns, and other returns filed under the Tax Laws and to claim refunds, advance

Olive Bar and Kitchen Private Limited, Mumbai vs. Assistant Commissioner of Income Tax, Circle - 13(1)(1), Mumbai

In the result, the appeal of the revenue is dismissed and the appeal of the assessee is allowed for statistical purposes

ITA 5924/MUM/2024[2017-18]Status: DisposedITAT Mumbai22 Jan 2025AY 2017-18

Bench: Shri Amit Shukla & Smt. Renu Jauhriolive Bar & Kitchen Pvt. V/S. Acit, Circle-13(1)(1), बनाम Ltd. Mumbai 14 Union Park, Palli Hill Maharashtra-400020 Tourist Hotel Pvt. Ltd, Palli Hill Road, Khar West, Mumbai-400052 स्थायी लेखा सं./जीआइआर सं./Pan/Gir No: Aaaco5346G Appellant/अपीलार्थी .. Respondent/प्रतिवादी Dcit, Circle-13(1)(2), V/S. Olive Bar & Kitchen Pvt. Mumbai बनाम Ltd. R. No. 218, Aayakar 14 Union Park, Palli Hill Bhavan, M K Road, Tourist Hotel Pvt. Ltd, Mumbai, Palli Hill Road, Khar West, Maharashtra-400020 Mumbai-400052 स्थायी लेखा सं./जीआइआर सं./Pan/Gir No: Aaaco5346G Appellant/अपीलार्थी Respondent/प्रतिवादी ..

For Appellant: Shri Mahesh RajoraFor Respondent: Shri Mahesh Pmnani
Section 250Section 35D(1)(ii)Section 36(1)(iii)Section 36(1)(lit)Section 37(1)

from the Appointed Date, and to claim refunds/ credits, pursuant to the provisions of this Scheme. . . . . . . . 10.1.4 Upon the Scheme becoming effective, the Transferee Company is also expressly permitted to revise their Income Tax returns, and other returns filed under the Tax Laws and to claim refunds, advance

Mentor Graphics (India) Pvt. Ltd (Calypto Design Systems India Pvt Ltd- Amalgamated Company), New Delhi vs. DCIT Circle-16(1), New Delhi

The appeal is allowed

ITA 842/DEL/2021[2016-17]Status: DisposedITAT Delhi17 Jan 2025AY 2016-17

Bench: Shri S. Rifaur Rahman & Shri Anubhav Sharmaassessment Year: 2016-17 Mentor Graphics (India) Pvt. Ltd., Vs Dcit, (Calypto Design Systems India Pvt. Circle-16(1), Ltd. – Amalgamated Company), New Delhi. P-24, Green Park Extension, New Delhi – 110 016. Pan: Aabcm5494Q (Appellant) (Respondent) Assessee By : Shri Vishal Kalra, Advocate & Shri Ankit Sahani, Advocate & Shri Yishu Goel, Ar Revenue By : Shri S.K. Jadhav, Cit-Dr Date Of Hearing : 09.01.2025 Date Of Pronouncement : 17.01.2025 Order Per Anubhav Sharma, Jm: This Appeal Is Preferred By The Assessee Against The Final Assessment Order Dated 30.03.2021 Passed U/S 143(3) R.W.S. 144C (13) R.W.S. 143(3A & 143(3B) Of The Income Tax Act, 1961 (Hereinafter Referred To As ‘The Act’) By The National E-Assessment Centre, Delhi (Hereinafter Referred To As The Ld. Ao).

For Appellant: Shri Vishal Kalra, Advocate &For Respondent: Shri S.K. Jadhav, CIT-DR
Section 142(1)Section 143(3)

Going through the above provisions, it is noted that all tax liabilities and all open appeals/ assessments will be enforced and continued against the Transferee Company i.e. Mentor Graphics (India) Private Limited. in the same manner as in case of Transferor Company i.e. Calypto Design Systems India Private Limited

DCIT Central Circle- 3(4), Mumbai, Air India Building vs. Satguru Corporate Services Private Limited, Mumbai

In the result, the appeal of the revenue is dismissed

ITA 3139/MUM/2023[2020-21]Status: DisposedITAT Mumbai15 Jan 2025AY 2020-21

Bench: Shri Amarjit Singh & Ms. Kavitha Rajagopalassessment Year: 2020-21

For Appellant: Shri Rakesh JoshiFor Respondent: Dr. Kishor Dhule, CIT DR
Section 133ASection 143(2)Section 391

amalgamation. In the scheme of amalgamation, it was mentioned that all the assets and liabilities of the transferor company shall be recorded by the transferee company at their respective fair value as may be decided by the Board of Director of the transferee company. It was also mentioned that

Aditya Sharma, New Delhi vs. ACIT Central Circle-19, New Delhi

In the result, appeals of the assessee are partly allowed

ITA 3620/DEL/2019[2012-13]Status: DisposedITAT Delhi15 Jan 2025AY 2012-13

Bench: Shri Challa Nagendra Prasad & Shri S Rifaur Rahmanassessment Year: 2008-09 बनाम Btl Industries Ltd., Dcit, (Merged With & Now Known As Vs. Central Circle-Ii, M/S Btl Holding Co. Ltd.), Faridabad, C/O Srs Mall, Third Floor, Haryana. Sector-12, Faridabad, Haryana. Pan No.Aaccb0573C अपीलाथ" Appellant ""यथ"/Respondent &

Section 143(2)Section 14ASection 153Section 153ASection 153A(1)(b)Section 234B

liabilities of the erstwhile company, but also bear the burden of the proceedings which had been commenced against the erstwhile company being the transferee company. 15. On the other hand, Mr Nageshwar Rao, who appears on behalf of the respondent/assessee, as judgment in Maruti Suzuki. Mr Rao has also taken

Aditya Sharma, New Delhi vs. ACIT Central Circle-19, New Delhi

In the result, appeals of the assessee are partly allowed

ITA 3619/DEL/2019[2011-12]Status: DisposedITAT Delhi15 Jan 2025AY 2011-12

Bench: Shri Challa Nagendra Prasad & Shri S Rifaur Rahmanassessment Year: 2008-09 बनाम Btl Industries Ltd., Dcit, (Merged With & Now Known As Vs. Central Circle-Ii, M/S Btl Holding Co. Ltd.), Faridabad, C/O Srs Mall, Third Floor, Haryana. Sector-12, Faridabad, Haryana. Pan No.Aaccb0573C अपीलाथ" Appellant ""यथ"/Respondent &

Section 143(2)Section 14ASection 153Section 153ASection 153A(1)(b)Section 234B

liabilities of the erstwhile company, but also bear the burden of the proceedings which had been commenced against the erstwhile company being the transferee company. 15. On the other hand, Mr Nageshwar Rao, who appears on behalf of the respondent/assessee, as judgment in Maruti Suzuki. Mr Rao has also taken

Aditya Sharma, New Delhi vs. ACIT Central Circle-19, New Delhi

In the result, appeals of the assessee are partly allowed

ITA 3618/DEL/2019[2010-11]Status: DisposedITAT Delhi15 Jan 2025AY 2010-11

Bench: Shri Challa Nagendra Prasad & Shri S Rifaur Rahmanassessment Year: 2008-09 बनाम Btl Industries Ltd., Dcit, (Merged With & Now Known As Vs. Central Circle-Ii, M/S Btl Holding Co. Ltd.), Faridabad, C/O Srs Mall, Third Floor, Haryana. Sector-12, Faridabad, Haryana. Pan No.Aaccb0573C अपीलाथ" Appellant ""यथ"/Respondent &

Section 143(2)Section 14ASection 153Section 153ASection 153A(1)(b)Section 234B

liabilities of the erstwhile company, but also bear the burden of the proceedings which had been commenced against the erstwhile company being the transferee company. 15. On the other hand, Mr Nageshwar Rao, who appears on behalf of the respondent/assessee, as judgment in Maruti Suzuki. Mr Rao has also taken

Deepshikha Trading Company Pvt. Ltd., Kolkata vs. I.T.O., Ward - 6(2), Kolkata

In the result, the appeal filed by the assessee is allowed

ITA 1957/KOL/2024[2018-2019]Status: DisposedITAT Kolkata14 Jan 2025AY 2018-2019

Bench: Shri Sonjoy Sarma & Shri Rakesh Mishra

Section 143Section 143(1)Section 143(2)Section 143(3)Section 250

under: “5.0 As evident from the facts above, there was an amalgamation of two entities viz., Deepshikha Trading Company Private Limited amalgamated company / transferee company) and M/s GMB Investments Private Limited (amalgamating company / transferor company. Post merger, the assessee filed the return of income of the merged entity and claimed

Manju Dudala, Hyderabad vs. Income Tax Officer, Ward-11(3), Hyderabad

In the result, appeal ITA

ITA 665/HYD/2024[2017-18]Status: DisposedITAT Hyderabad08 Jan 2025AY 2017-18

Bench: Shri Vijay Pal Rao & Shri Manjunatha G

For Appellant: Shri V. Siva Kumar, AdvocateFor Respondent: Shri B. Bala Krishna, CIT-DR

transferee. Therefore, continuing the business or carrying the business of similar nature under different name does not arise because, what is left with the transferee company is factually nothing by virtue of transferring of all the 3700 feature films owned by them. Further, assuming for a moment by entering into

ACIT Circle-58(1), Delhi vs. Magical Enterprises L.L.P, Delhi

In the result, the appeal of the Revenue is dismissed

ITA 1059/DEL/2022[2016-17]Status: DisposedITAT Delhi20 Dec 2024AY 2016-17

Bench: Shri Pradip Kumar Kedia & Shri Vimal Kumar[Assessment Year : 2016-17] Acit Vs Magical Enterprises L.L.P Circle-58(1) 80, Kiran Vihar Delhi. New Delhi-110092. Pan-Abafm4809Q Appellant Respondent

Section 10Section 112Section 115QSection 143(3)

face value without paying any premium to the original allottees. These five issuer companies however bought back the shares from the transferee company namely, M/s. Magical Enterprises P.Ltd. at premium resulting in gains of INR 2,34,91,510/- in question. The assessee has availed exemption under

Dy. Commissioner of Income Tax-1(1)(1), Aayakar Bhawan vs. Bennett Coleman and Co. Ltd., Second Floor

Accordingly, Ground No.1 raised by the appellant is allowed

ITA 2185/MUM/2024[2018-19]Status: DisposedITAT Mumbai17 Dec 2024AY 2018-19

Bench: SHRI AMARJIT SINGH, ACCOUNTANT MEMBER SHRI RAHUL CHAUDHARY (Judicial Member)

For Appellant: Shri Madhur Agarwal &For Respondent: Shri Kailash C. Kanojiya &
Section 143(2)Section 143(3)Section 144BSection 250Section 481

shell of the corporate entity is undoubtedly destroyed on amalgamation, the business and the adventure lives on within a new corporate residence i.e. the transferee company. The corporate death of an entity upon amalgamation cannot be determined on a bare application of Section 481 of the Companies