Tax issues might stand as an impediment in sanctioning of amalgamation under Sections 391 to 394 of the Companies Act, 1956, if not properly addressed
May 31, 2011
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Case Law : Scheme of Arrangement between: M/s. Vodafone Essar Limited, Non-petitioner/Transferor [Company No.1], M/s. Vodafone Essar Mobile Services Limited, petitioner/Transferor [Company No. 2], M/s. Vodafone Essar East Limited, Non-petitioner/Transferor [Company No. 3], M/s. Vodafone Essar Gujarat Limited, Non-petitioner/Transferor [Company No. 4], M/s. Vodafone Essar South Limited, petitioner/Transferor [Company No. 5], M/s. Vodafone Essar Digilink Limited, petitioner/Transferor [Company No. 6], M/s. Vodafone Essar Cellular Limited, Non-petitioner/Transferor [Company No. 7] AND M/s. Vodafone Essar Infrastructure Limited, petitioner/Transferee, Company Through Dr. Abhishek Manu Singhvi, Sr. Adv. with Ms. Niti Dixit and Mr. Shankh Sengupta, Advocates for the petitioners Mr. Parag P. Tripathi, ASG with Mr. Nitin Mehta and Mr. Anuj Bhandari,Advocates for the Income Tax Deptt., Dy. Registrar of Companies in person CP No. 334/2009 Page 1 of 43 SUDERSHAN Decided on – 29.03.2011 It was proposed to transfer infrastructure assets of the Transferor Companies to Transferee company and advertisements as required were published accordingly. In response to the citations published in the newspapers, Income Tax Department objected to the scheme stating that it is against the Public Interest & aimed to avoid tax. In reply, the Petitioners have fairly admitted that any question of tax liability is within the perview of the Income Tax Department & it is free to pursue either with the Transferor Company or Transferee Company. Further, if Transferee Company has high earnings it would naturally be subjected to Tax & any benefits or deductions notified by the Government of India in its wisdom cannot be questioned by IT Department. Considering this, the scheme was sanctioned by the Court.