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TMI Blog2014 (2) TMI 833X X X X Extracts X X X X X X X X Extracts X X X X ..... f 1,26,90,000/- shares of M/s RSPCL to M/s REL. 3. Briefly stated, the assessee company engaged in the business of investment, during the year under consideration had claimed deduction u/s 10(23G) in respect of long term capital gain of Rs.1,39,08,990/-. The assessee had acquired 1,26,90,000/-no. of equity shares of Reliance Salgaocar Power Co. Pvt. Ltd [RSPCL] on 10.07.2000 for the total consideration of Rs.12.69 crores. RSPCL was undertaking which was approved for the purpose of section 10(23G) vide notification no. 110 dated 25.10.1999 for the Assessment Year 1999-2000, 2000-01 and 2001-02 and vide notification no. 1080 dated 30.04.2001 for the assessment year 2002-03, 2003-04 and 2004-05. The aforesaid shares were sold on 29.09.2003 wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng other things, approvals, permissions, exemptions [including excise, customs and duty exemptions) incentives, sales tax, deferrals loans or benefits, subsidies, concessions, grants claims, etc. enjoyed or conferred upon or held or availed of by the petitioner company i.e., RSPCL after the appointed date and prior to the effective date stands transferred to and vested in the transferee company. The learned counsel for the assessee by relying on various decisions has argued that the order of amalgamation has the effect of transferring all liabilities and assets of the transferor company in the hands of the transferee company including all the concessions and benefits enjoyed by the transferor company. Further, our attention has been drawn t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... allowability of the claim of exemption u/s 10(23G) are that (i) date of purchase of shares by the assessee in RSPCL-10.07.2000 (ii) the proposal by way of resolution to the effect of amalgamation - 15.10.2003 (iii) the amalgamation order of the High Court - 18.12.2003 (iv) the appointed date for amalgamation - 01.04.2003 and (v) the date of sale of shares - 29.09.2003. It is the case of the Revenue that the sale of the shares which has taken place on 29.09.2003 is after the appointed date for amalgamation i.e., 01.04.2003 on which RSPCL has ceased to exist and the assessee/investor cannot claim the benefit under the approval given by the central government. 6.1 It is pertinent to note that on the date of acquisition of shares i.e. 10.07.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is also relevant to state that wherever 'amalgamation/merger' puts the assessee in a disadvantageous/negative position in claiming any benefit which the assessee is otherwise entitled, the legislative intent is clearly expressed in terms of a specific provision such as clause 12 as in the case of section 80IB(10), whereas such specific provision has not been incorporated by the legislature in the case of section 10(23G). This suggests that by providing the approval for an investee company, the investor is entitled to the benefit which cannot be denied to the assessee/investor merely on the ground that the investee company has amalgamated/merged with another company, the process in which the assessee/investor has no role to play. The other ..... X X X X Extracts X X X X X X X X Extracts X X X X
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