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2019 (7) TMI 1523 - HC - Income TaxRevised returns acceptance without insisting upon the filing of an application to condone delay u/s 119 (2) (b) - order sanctioning the Scheme of Arrangement not to be construed as an order granting exemption - NCLT's supervisory jurisdiction - whether upon the sanction of the scheme by the National Company Law Tribunal(NCLT), it becomes obligatory for the Appellant to accept the revised returns for the respective assessment years without insisting on the filing of an application under Section 119 (2) (b)? - Schemes of Arrangement between the respective Respondent and its shareholders, wherein the respective Respondent herein is the Transferee Company, provided expressly for the filing of revised returns beyond the specified time - whether the Scheme of Arrangement is binding on statutory authorities and, if so, in what manner and to what extent HELD THAT:- The NCLT exercises supervisory jurisdiction and not appellate jurisdiction while considering the sanction of schemes of arrangement or compromise. In exercise of supervisory jurisdiction, the NCLT examines whether the scheme concerned has been approved by the requisite majority of shareholders and/or creditors, as the case may be, and whether the scheme is fair, reasonable and not opposed to public policy or law. In effect, it examines whether the scheme is a lawful contract. For the above purpose, it does not examine the scheme minutely with a tooth comb. Appellant was notified about the Appointed Date and the fact that the Transferee Company concerned has taken over the assets and affairs of the Transferor companies concerned with effect from such date. In addition, the Appellant has been notified that the Scheme of Arrangement enables the Amalgamated Company and Transferee Company to file returns and revised returns before the relevant tax authorities, including the income tax authority. However, it cannot be said that the Appellant consented to waive the procedures or statutory requirements prescribed in the Income Tax Act for the above purposes. In this regard, it is also relevant to bear in mind that the Order of the NCLT whereby the Scheme of Arrangement was sanctioned also mandated that necessary permissions should be obtained and compliances fulfilled. Consequently, the impugned common order is liable to be and is hereby set aside. Hence, the respective Respondent herein is required to comply with the procedure for filing a revised return belatedly. Nevertheless, upon the filing of such application, the Appellant shall consider the same by bearing in mind the principles laid down herein and in the judgments discussed herein.
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