REPORTABLE IN SUPREME COURT OF INDIA CIVIL APPELLATE JURISDICTION Civil Appeal Nos.9496 99 Of 2019 (Arising out of SLP (C) Nos.19678 681 of 2019) M/S DALMIA POWER LIMITED & ANR. APPELLANTS Versus ASSISTANT COMMISSIONER OF INCOME TAX CIRCLE 1, TRICHY RESPONDENT JUDGMENT INDU MALHOTRA, J. Leave granted. 1. issue which arises for consideration in present Civil Appeals is whether Department ought to have permitted assessee companies to file revised Income Tax Returns for Assessment Year 2016 2017 after expiry Signature Not Verified Digitally signed by of due date prescribed under Section 139(5) of ARJUN BISHT Date: 2019.12.18 17:30:02 IST Income Tax Act, 1961 on account of pendency of Reason: 1 proceedings for amalgamation of assessee companies with other companies in group under Sections 230 232 of Companies Act, 2013. 2. factual background of this case briefly stated, is that: 2.1 Appellant No.1 M/s Dalmia Power Limited and Appellant No.2 M/s Dalmia Cement (Bharat) Limited are public limited companies, incorporated under Companies Act, 1956. Appellants have their registered offices at Dalmiapuram Lalgudi Taluk, Dalmiapuram, District Tiruchirappalli, Tamil Nadu. 2.2 Appellant No.1 is engaged in business of building, operating, maintaining, and investing in power and power related businesses, directly or through downstream companies. Appellant No.2 is engaged in business of manufacturing and selling of cement, generation of power, maintaining and operating rail systems and sold waste management system which provide services to cement business. 2.3 Appellant No.1 filed its original Return of Income under Section 139 (1) of Income Tax Act on 30.09.2016 for A.Y. 2016 2017 declaring loss of Rs. 2 6,34,33,806/ . Similarly, Appellant No.2 filed its original Return of Income under Section 139 (1) of Income Tax Act on 30.11.2016 for A.Y. 2016 2017 declaring NIL income (after setting off Brought Forward Loss amounting to Rs. 56,89,83,608/ against Total income of Rs. 56,89,83,608/ ). 2.4 With view to restructure and consolidate their businesses, and enable better realisation of potential of their businesses, which would yield beneficial results, and enhanced value creation for their shareholders, better security to their creditors and employees, Appellants (also referred to as Transferee Companies or Amalgamated Companies ) entered into 4 interconnected Schemes of Arrangement and Amalgamation with 9 companies viz. DCB Power Ventures Ltd., Adwetha Cement Holdings Ltd., Odisha Cement Ltd., OCL India Ltd., Dalmia Cement East Ltd., Dalmia Bharat Cements Holdings Ltd., Shri Rangam Securities & Holdings Ltd., Adhunik Cement Ltd., Adhunik MSP Cement (Assam) Ltd. (also referred to as Transferor Companies or Amalgamating 3 Companies ) and their respective shareholders and creditors. Appointed Date of Schemes was 01.01.2015, and would come into effect from 30.10.2018. 2.5 Transferor and Transferee Companies filed Company Petitions under Sections 391 to 394 of Companies Act, 1956 before Madras and Guwahati High Courts. On coming into force of Companies Act, 2013, Company Petitions were transferred to NCLT, Chennai and NCLT, Guwahati. 2.6 Schemes were duly approved and sanctioned by NCLT, Guwahati vide Orders dated 18.05.2017 and 30.08.2017. NCLT, Chennai sanctioned Schemes vide Orders dated 16.10.2017, 20.10.2017, 26.10.2017, 28.12.2017, 10.01.2018, 20.04.2018 and 01.05.2018. 2.7 Appellants/ Transferee Companies manually filed revised Returns of Income on 27.11.2018 with Department after Schemes were sanctioned and 4 approval was granted by NCLT. revised Returns were based on revised and modified computation of total income and tax liability of Transferor/Amalgamated Companies. In revised Returns of Income, Appellant No.1 claimed losses in current year to be carried forward amounting to Rs.2,44,11,837/ ; whereas Appellant No.2 claimed losses in current year, to be carried forward, amounting to Rs.1105,93,91,494/ . 2.8 Appellants submit that revised Returns were filed after due date for filing revised Returns of Income u/S. 139(5) for Assessment Year 2016 2017 since NCLT passed final Order on 01.05.2018. Consequentially, it was impossibility to file revised Returns before prescribed date of 31.03.2018. 2.9 summary of dates relevant to case of Appellant No.1 are tabulated as under: Sl. No. Particulars A.Y. 2016-17 1. Appointed Date of 01.01.2015 Scheme 2. Filing of original Return of 30.09.2016 Income under Section 139 (1) 5 3. Due date for filing revised 31.03.2018 Return of Income u/s 139(5) 4. Effective Date of Scheme 30.10.2018 5. Date of filing revised Return 27.11.2018 of Income to give effect to approval of scheme 2.10 summary of dates relevant to case of Appellant No.2 are tabulated as under: Sl. No. Particulars A.Y. 2016-17 1. Appointed Date of 01.01.2015 Scheme 2. Filing of original Return of 30.11.2016 Income 3. Due date for filing revised 31.03.2018 Return of Income u/s 139(5) 4. Effective Date of Scheme 30.10.2018 5. Date of filing revised Return 27.11.2018 of Income to give effect to approval of scheme 2.11 On 04.12.2018, Department issued Notice under Section 143(2) of Income Tax Act to give effect to approval of Scheme. 2.12 On 05.12.2018, Department recalled Notice dated 04.12.2018 on ground that Appellants had belatedly filed their revised Returns without obtaining permission from Central Board of Direct Taxes ( CBDT ) for condonation of delay under Section 6 119(2)(b) of Income Tax Act, 1961 read with CBDT Circular No. 9/2015 dated 09.06.2015. 2.13 On 28.12.2018, Department passed Assessment Order u/S. 143(3) of Income Tax Act, stating that in view of Scheme of Arrangement and Amalgamation, notice issued under Section 143(2), and assessment proceedings for A.Y. 2016 2017 had become infructuous with respect to Appellant No.2. 2.14 Appellants filed Writ Petitions before Madras High Court praying for quashing of Order dated 05.12.2018, and for direction to Department to complete assessment for A.Y. 2015 2016 and A.Y. 2016 2017 after taking into account revised Income Tax Returns filed on 27.11.2018, as well as Orders dated 20.04.2018 and 01.05.2018 passed by NCLT, Chennai approving Schemes of Arrangement and Amalgamation. 2.15 learned Single Judge of Madras High Court vide common Judgment and Order dated 30.04.2019 allowed Writ Petitions filed by Appellants, and 7 quashed Order dated 05.12.2018 passed by Department. Single Judge held that Clause 64 (c) of Scheme enabled Appellants to file their revised Returns of Income beyond prescribed period under Income Tax Act. Department could not override approved Scheme of Arrangement and Amalgamation, which has statutory force, by rejecting revised Returns of Income filed by Appellants as being invalid. Department did not object to Schemes notified under Section 230(5) of Companies Act, 2013. Sections 139(5) and 119(2)(b) of Income Tax Act as well as Circular No. 9/2015 issued by CBDT are not applicable to case where revised Return of Income has been filed pursuant to Scheme of Arrangement and Amalgamation, which has been approved and sanctioned by NCLT. Department was not justified in rejecting revised Return of Income on ground that it had been filed manually, instead of being filed electronically. Rule 12(3) of Income Tax Rules 8 requires filing of revised Returns of Income electronically, which is not applicable where revised Returns of Income are filed by assessee pursuant to Scheme of Arrangement and Amalgamation approved and sanctioned by NCLT. Accordingly, Single Judge directed Department to receive revised Returns filed pursuant to approval of Schemes of Arrangement and Amalgamation by NCLT, Chennai and complete assessment for A.Y. 2015 2016 and A.Y. 2016 2017 in accordance with law within period of 12 weeks. 2.16 Department filed Writ Appeals under Clause 15 of Letters Patent Act challenging Judgment & Order dated 30.04.2019 passed by Single Judge. Division Bench of Madras High Court vide impugned Judgment dated 04.07.2019 allowed Writ Appeals, and reversed Judgment of Single Judge. Division Bench directed Appellants to comply with procedure for filing belated revised Returns of Income, and held that Clause 64 of 9 Scheme can only be construed as enabling clause. It cannot be inferred that Department agreed to consider revised Returns of Income, irrespective of whether it complies with procedural and statutory requirements under Income Tax Act, merely because Clause 64 of Scheme was not objected to Department. NCLT, while sanctioning Schemes, clarified that Appellants would be required to approach relevant statutory authorities for obtaining necessary permissions and compliances. Department did not consent to waive procedures or statutory requirements prescribed under S.139(5) and 119(2)(b) of Income Tax Act in respect of filing of revised Returns of Income. 2.17 Department vide letter dated 11.07.2019 informed Appellants that in case they fail to file revised Returns before expiry of limitation period prescribed for completion of assessment in accordance with Explanation 1 to Section 153 r.w. Proviso (1) i.e. 60 days from date of impugned Judgment, 10 assessment for A.Y. 2016 2017 would be conducted on basis of original Returns filed by them. 2.18 Appellants made representation on 22.07.2019 stating that subsequent to approval and sanction of Scheme of Arrangement and Amalgamation, income of Transferor companies merged in hands of Appellants w.e.f. 01.01.2015, being Appointed Date as date of succession under S. 170 of Act. Accordingly, Appellants requested Department to give cognizance to Scheme, and accept revised Return of Income filed on 27.11.2018, while completing assessment for A.Y. 2016 2017. 2.19 Department informed Appellants on 05.08.2019 that since revised Returns were not in accordance with Sections 139(5), 139(3) of Act r.w. Rule 12(3) of Income Tax Rules, 1962, revised Returns were invalid, and could not be considered in view of procedural requirement under Section 119(2)(b) read with CBDT Circular No. 9 of 2015. 11 2.20 Aggrieved by Judgment of Division Bench, Appellants have filed present common Civil Appeals on 09.08.2019 before this Court. 3. We have heard Mr. S. Ganesh, Senior Counsel appearing for Appellants, and Mr. Arijit Prasad, Senior Advocate appearing for Department. We have perused pleadings and written submissions filed by parties. 4. Discussion and Analysis 4.1 perusal of Clause 63 (c) of Scheme of Arrangement and Amalgamation between DCB Power Ventures Ltd., Adwetha Cement Holdings Ltd., Appellant No.1 and Appellant No.2 and their respective shareholders and creditors, as approved and sanctioned by NCLT, Chennai vide Orders dated 16.10.2017, 20.10.2017 and Corrigendum dated 26.10.2017 shows that Appellants were entitled to file revised Returns of Income, after prescribed time limit for filing or revising returns had lapsed, without incurring any liability on account of interest, penalty or any other sum. 12 Clause 63 (c) of said Scheme is set out hereinbelow for ready reference: (c) DCBL [Appellant No.2] shall be entitled to, amongst others, file/or revise its income tax returns, TDS/TCS returns, wealth tax returns, service tax, excise duty, sales tax, value added tax, entry tax, cess, professional tax or any other statutory returns, if required, credit for advance tax paid, tax deducted at source, claim for sum prescribed under Section 43B of Income Tax Act on payment basis, claim for deduction of provisions written back by DCBL previously disallowed in hands of (i) DCB Power pertaining to Power Undertakings and (ii) ACHL and/or pertaining to Amalgamating Undertaking 1, under Income Tax Act, credit of tax under Section 115JB read with Section 115JAA of Income Tax Act, credit of foreign taxes paid/withheld etc. if any, as may be required consequent to implementation of this Scheme and where necessary to give effect to this Scheme, even if prescribed time limits for filing or revising such returns have lapsed without incurring any liability on account of interest, penalty or any other sum. DCBL shall have right to claim refunds, tax credits, set offs and/or adjustments relating to its income or transactions entered into by it by virtue of this Scheme with effect from Appointed Date I and Appointed Date II, as applicable. taxes or duties paid by, for, or on behalf of Power Undertakings and Amalgamating Undertaking 1 relating to period on or after Appointed Date I and Appointed Date II respectively shall be deemed to be taxes or duties paid by DCBL, and accordingly DCBL shall be entitled to claim credit or refund for such taxes or duties. DPL [Appellant No.1] shall be entitled to, amongst others, file/or revise its income tax returns, TDS/TCS returns, wealth tax returns, service tax, excise duty, sales tax, value added tax, entry tax, cess, professional tax or any other statutory returns, if required, credit for advance tax paid, tax deducted at source, claim for sum prescribed under Section 43B of Income Tax Act on payment basis, claim 13 for deduction of provisions written back by DPL previously disallowed in hands of DCB Power pertaining to Amalgamating Undertaking 2 under Income Tax Act, credit of tax under Section 115JB read with Section 115JAA of Income Tax Act, credit of tax under Section 115JB read with Section 115 JAA of Income Tax Act, credit of foreign tax paid/withheld etc., if any, pertaining to Amalgamating Undertaking 2 as may be required consequent to implementation of this Scheme and where necessary to give effect to this Scheme, even if prescribed time limits or revising such returns have lapsed without incurring any liability on account of interest, penalty or any other sum. DPL shall have right to claim refunds, tax credits, set offs and/or adjustments relating to its income or transactions entered into by it by virtue of this Scheme with effect from Appointed Date I. taxes or duties paid by, for, or on behalf of Amalgamating Undertaking 2 relating to period on or after Appointed Date I shall be deemed to be taxes or duties paid by DPL, and accordingly DPL shall be entitled to claim credit or refund for such taxes or duties. [emphasis supplied] 4.2 Similarly, Clause 64 (c) of Scheme of Arrangement and Amalgamation between Odisha Cement Ltd., OCL India Limited, Dalmia Cement East Ltd., Shri Rangam Securities & Holdings Ltd., Dalmia Bharat Cement Holdings Ltd., Appellant No.1 and Appellant No.2 and their respective shareholders and creditors, as approved and sanctioned by NCLT, Chennai on 20.04.2018 and 01.05.2018, shows that provisions were incorporated to enable Appellants to file 14 revised Returns even after prescribed time limit for filing or revising such Returns had lapsed, without incurring any liability on account of interest, penalty or any other sum. Clause 64 (c) of said Scheme is extracted hereinbelow for ready reference: (c) Amalgamated Company and Transferee [Appellant Nos. 1 and 2 ] Company shall be entitled to, amongst others, file/or revise its income tax returns, TDS/TCS returns, wealth tax returns, service tax, excise duty, sales tax, value added tax, entry tax, cess, professional tax or any other statutory returns, if required, credit for advance tax paid, tax deducted at source, claim for sum prescribed under Section 43B of Income Tax Act on payment basis, claim for deduction of provisions written back by Amalgamated Company and Transferee Company previously disallowed in hands of Amalgamating Company and Transferor Company (relating to Transferred Undertaking) respectively under Income Tax Act, credit of tax under section 115JB read with section 115JAA of Income Tax Act, credit of foreign tax paid/withheld, if any, pertaining to Amalgamating Company and Transferor Company (relating to Transferred Undertaking) as may be required consequent to implementation of this Scheme and where necessary to give effect to this Scheme, even if prescribed time limited for filing or revising such returns have lapsed without incurring any liability on account of interest, penalty or any other sum. Amalgamated Company and Transferee Company shall have right to claim refunds, tax credits, set offs and/or adjustments relating to income or transactions entered into by them by virtue of this Scheme with effect from Appointed Date. taxes or duties paid by, for, or on behalf of, Amalgamating Company and Transferor Company (pertaining to Transferred Undertaking) 15 relating to period on or after Appointed Date, shall be deemed to be taxes or duties paid by Amalgamated Company and Transferee Company respectively and Amalgamated Company and Transferee Company shall be entitled to claim credit or refund for such taxes or duties. [emphasis supplied] 4.3 In compliance with Section 230(5) of Companies Act, 2013, notices under Form No. CAA. 3 under sub Rule (1) of Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules,2016 were sent to Department. Sub Section (5) of Section 230 of Companies Act, 2013 provides as under: (5) notice under sub-section (3) along with all documents in such form as may be prescribed shall also be sent to Central Government, income-tax authorities, Reserve Bank of India, Securities and Exchange Board, Registrar, respective stock exchanges, Official Liquidator, Competition Commission of India established under sub-section (1) of section 7 of Competition Act, 2002, if necessary, and such other sectoral regulators or authorities which are likely to be affected by compromise or arrangement and shall require that representations, if any, to be made by them shall be made within period of thirty days from date of receipt of such notice, failing which, it shall be presumed that they have no representations to make on proposals. [emphasis supplied] Sub section (5) of Section 230 requires that notice of meeting under sub section (3) of Section 16 230 along with all documents pertaining to scheme, shall be sent to Central Government, and statutory authorities such as Income Tax Department, RBI, SEBI, ROC etc. and such other sectoral regulators or authorities which are likely to be affected by compromise or arrangement. statutory authorities could raise objections within 30 days from date of receipt of notice, failing which, it would be presumed that they had no representation to make on proposed schemes of compromise, arrangements and amalgamations. 4.4 Similarly, Rule 8(3) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 provides that any representation made to statutory authorities notified under Section 230(5), shall be sent to NCLT within period of thirty days from date of receipt of such notice, and copy of such representation shall simultaneously be sent to concerned companies. In case no representation is received within thirty days, it shall be presumed that statutory authorities have no representation to 17 make on proposed scheme of compromise or arrangement. Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is set out hereinunder for ready reference: (3) If authorities referred to under sub-rule (1) desire to make any representation under sub-section (5) of section 230, same shall be sent to Tribunal within period of thirty days from date of receipt of such notice and copy of such representation shall simultaneously be sent to concerned companies and in case no representation is received within stated period of thirty days by Tribunal, it shall be presumed that authorities have no representation to make on proposed scheme of compromise or arrangement. [emphasis supplied] 4.5 Department did not raise any objection within stipulated period of 30 days despite service of notice. 4.6 Pursuant thereto, Schemes were sanctioned by NCLT, Chennai vide Orders 16.10.2017, 20.10.2017, 26.10.2017, 28.12.2017, 10.01.2018, 20.04.2018 and 01.05.2018; and, vide Orders dated 18.05.2017 and 30.08.2017 by NCLT, Guwahati. Accordingly, Schemes attained statutory force1 not only inter se Transferor and Transferee Companies, but also in rem, 1 J.K. (Bombay) (P) Ltd. v. New Kaiser-I-Hind Spg. and Wvg. Co. Ltd., (1969) 2 SCR 866 : AIR 1970 SC 1041 : (1970) 40 Comp Cas 689; 18 since there was no objection raised either by statutory authorities, Department, or other regulators or authorities, likely to be affected by Schemes. 4.7 As consequence, when companies merged and amalgamated into another, amalgamating companies lost their separate identity and character, and ceased to exist upon approval of Schemes of Amalgamation.2 4.8 Every scheme of arrangement and amalgamation must provide for Appointed Date. Appointed Date is date on which assets and liabilities of transferor company vest in, and stand transferred to transferee company. Schemes come into effect from Appointed Date, unless modified by Court. This Court in Marshall Sons & Co. (India) Ltd. v. ITO3 held that where Court does not prescribe any specific date but merely sanctions scheme 2 Pr. Commissioner of Income Tax, New Delhi v. Maruti Suzuki India Limited, Civil Appeal No 5409 of 2019, decided on 25.07.2019 3 Marshall Sons & Co. (India) Ltd. v. ITO (1997) 2 SCC 302 19 presented, it would follow that date of amalgamation/date of transfer is date specified in scheme as transfer date . It was held that: 14. Every scheme of amalgamation has to necessarily provide date with effect from which amalgamation/transfer shall take place. scheme concerned herein does so provide viz. 1-1-1982. It is true that while sanctioning scheme, it is open to Court to modify said date and prescribe such date of amalgamation/transfer as it thinks appropriate in facts and circumstances of case. If Court so specifies date, there is little doubt that such date would be date of amalgamation/date of transfer. But where Court does not prescribe any specific date but merely sanctions scheme presented to it as has happened in this case it should follow that date of amalgamation/date of transfer is date specified in scheme as transfer date . It cannot be otherwise. It must be remembered that before applying to Court under Section 391(1), scheme has to be framed and such scheme has to contain date of amalgamation/transfer. proceedings before Court may take some time; indeed, they are bound to take some time because several steps provided by Sections 391 to 394-A and relevant Rules have to be followed and complied with. During period proceedings are pending before Court, both amalgamating units, i.e., Transferor Company and Transferee Company may carry on business, as has happened in this case but normally provision is made for this aspect also in scheme of amalgamation. It was further held that pursuant to Scheme of Arrangement and Amalgamation, assessment of Transferee Company must take into account 20 income of both Transferor and Transferee Companies. Court observed as follows: 15. counsel for Revenue contended that if aforesaid view is adopted then several complications will ensue in case Court refuses to sanction scheme of amalgamation. We do not see any basis for this apprehension. Firstly, assessment can always be made and is supposed to be made on Transferee Company taking into account income of both Transferor and Transferee Companies. Secondly, and probably more advisable course from point of view of Revenue would be to make one assessment on Transferee Company taking into account income of both of Transferor or Transferee Companies and also to make separate protective assessments on both Transferor and Transferee Companies separately. There may be certain practical difficulty in adopting this course inasmuch as separate balance-sheets may not be available for Transferor and Transferee Companies. But that may not be insuperable problem inasmuch as assessment can always be made, on available material, even without balance-sheet. In certain cases, best judgment assessment may also be resorted to. Be that as it may, we need not pursue this line of enquiry because it does not arise for consideration in these cases directly. 4.9 In present case, Appellant Nos.1 and 2/Transferee Companies filed their original Returns of Income on 30.09.2016 and 30.11.2016 respectively. Thereafter, they entered into Schemes of Arrangement and Amalgamation with 9 Transferor Companies in 2017. Schemes were finally sanctioned and approved by NCLT, Chennai vide final orders dated 20.04.2018 21 and 01.05.2018. Appointed Date as per Schemes was 01.01.2015. Consequently, Transferor/ Amalgamating Companies ceased to exist with effect from Appointed Date, and assets, profits and losses etc. were transferred to books of Appellants/ Transferee Companies/Amalgamated Companies. Schemes incorporated provisions for filing revised Returns beyond prescribed time limit since Schemes would come into force retrospectively from Appointed Date i.e. 01.01.2015. Accordingly, Appellants filed their Revised Returns on 27.11.2018. re computation would have bearing on total income of Appellants with respect to A.Y. 2016 2018, particularly on matters in relation to carrying forward losses, unabsorbed depreciation etc. 5. counsel appearing for Department relied on Section 139(5) and 119(2)(b) of Income Tax Act r.w. Circular No.9 of 2015 issued by CBDT to contend that 22 Appellant ought to have made application for condonation of delay, and sought permission from CBDT, before filing revised Returns beyond statutory period of 31.03.2018. Appellants having belatedly filed their revised Returns on 27.11.2018, which was beyond due date of 31.03.2018 for A.Y. 2016 2017, assessment could only be done on basis of original Returns filed by Appellants. 6. Section 139(5) of Income Tax Act, as it stood at relevant time, makes it clear that where assessee furnishes return under sub section (1) or sub section (4) of Section 139, and later discovers omission or mistake therein, he may furnish revised Return at any time before expiry of one year from end of relevant assessment year or before completion of assessment, whichever is earlier. Section 139(5) of Income Tax Act is set out hereinunder for ready reference: 139(5). If any person, having furnished return under sub section (1) or sub section (4) of Section 139, discovers omission or wrong statement therein, he may furnish revised return at any time before expiry of one year 23 from end of relevant assessment year or before completion of assessment, whichever is earlier 7. In our view, this provision is not applicable to facts and circumstances of present case since revised Returns were not filed on account of omission or wrong statement or omission contained therein. delay occurred on account of time taken to obtain sanction of Schemes of Arrangement and Amalgamation from NCLT. 8. In facts of present case, it was impossibility for assessee companies to have filed revised Returns of Income for A.Y. 2016 2017 before due date of 31.03.2018, since NCLT had passed last orders granting approval and sanction of Schemes only on 22.04.2018 and 01.05.2018. 9. counsel appearing for Department submitted that Appellants ought to have made representation to Board under Section 119(2)(b) of Income Tax Act for condonation of delay while filing revised Returns. perusal of Section 119(2)(b) shows that it is applicable in cases of genuine hardship to admit application, claim any exemption, deduction, refund or any other relief under this 24 Act after expiry of stipulated period under Income Tax Act. Section 119(2)(b) of Income Tax Act is reproduced hereinunder for ready reference: 119. Instructions to subordinate authorities. (2) Without prejudice to generality of foregoing power, (b) Board may, if it considers it desirable or expedient so to do for avoiding genuine hardship in any case or class of cases, by general or special order, authorise any income tax authority, not being Commissioner (Appeals) to admit application or claim for any exemption, deduction, refund or any other relief under this Act after expiry of period specified by or under this Act for making such application or claim and deal with same on merits in accordance with law. On plain reading of Section 119(2)(b), we find that this provision would not be applicable where assessee has restructured their business, and filed revised Return of Income with prior approval and sanction of NCLT, without any objection from Department. Rules of procedure have been construed to be handmaiden of justice.4 purpose of assessment proceedings is to assess tax liability of assessee correctly in accordance with law.5 4 Kailash v Nankhu (2005) 4 SCC 480; State of Punjab v Shamlal Murari (1976) 1 SCC 719 5 National Thermal Power Co. Ltd. v. Commissioner of Income Tax, (1997) 7 SCC 489 25 10. Section 170(1) of Income Tax Act, provides that successor of assessee shall be assessed in respect of income of previous year after date of succession. S.170(1) of Income Tax Act provides as under: 170. Succession to business otherwise than on death. (1) Where person carrying on any business or profession (such person hereinafter in this section being referred to as predecessor) has been succeeded therein by any other person (hereinafter in this section referred to as successor) who continues to carry on that business or profession, (a) predecessor shall be assessed in respect of income of previous year in which succession took place up to date of succession; (b) successor shall be assessed in respect of income of previous year after date of succession. Sub section (1) of Section 170 makes it clear that it is incumbent upon Department to assess total income of successor in respect of previous assessment year after date of succession. In present case, predecessor companies/transferor companies have been succeeded by Appellants/transferee companies who have taken over their business along with all assets, liabilities, profits and losses etc. In view of provisions of Section 170(1) of Income Tax Act, Department is required to assess 26 income of Appellants after taking into account revised Returns filed after amalgamation of companies. 11. In light of aforesaid discussion, we find that learned Single Judge had rightly allowed Writ Petitions. We accordingly set aside impugned Judgment and Order dated 04.07.0219 passed by learned Division Bench, and restore judgment dated 30.04.2019 passed by learned Single Judge. Accordingly, Civil Appeals are allowed. Department is directed to receive revised Returns of Income for A.Y. 2016 2017 filed by Appellants, and complete assessment for A.Y. 2016 2017 after taking into account Schemes of Arrangement and Amalgamation as sanctioned by NCLT. 12. Pending Applications, if any, are accordingly disposed of. Ordered accordingly. .. ...........................J. (UDAY UMESH LALIT) .. . ..........................J. (INDU MALHOTRA) New Delhi December 18, 2019 27 Dalmia Power Limited & Anr. v. Assistant Commissioner of Income-tax, Circle-1, Trichy