The Public Sector Iron and Steel Companies (Restructuring) and Miscellaneous Provisions Act, 1978
Administered Ministry: Ministry of Steel
Section
Section 21 Provisions with respect to income-tax and surtax.
(1) The Integral Company shall be liable to pay any sum under the provisions of the Income-tax Act or the Companies (Profits) Surtax Act which any dissolved company would have been liable to pay if the dissolution had not taken place, in the like manner and to the same extent as the dissolved company.
(2) For the purpose of making an assessment of the income or, as the case may be, the chargeable profits of any dissolved company any for the purpose of levying any sum in accordance with the provisions of sub-section (1),--
(a) any proceeding taken against any dissolved company before the appointed day shall be deemed to have been taken against the Integral Company and may be continued against the Integral Company from the stage at which it stood immediately before the appointed day;
(b) any proceeding which could have been taken against any dissolved company if the dissolution had not taken place, may be taken against the Integral Company; and
(c) all the provisions of the Income-tax Act or, as the case may be, the Companies (Profits) Surtax Act shall apply accordingly.
(3) The assessment of the income or, as the case may be, the chargeable profits of the previous year of any dissolved company in which the dissolution took place up to the appointed day shall be made as if such dissolution had not taken place, and all the provisions of the Income-tax Act and the Companies (Profits) Surtax Act shall, so far as may be, apply accordingly.
(4) The transfer to, and vesting in, of the undertaking of any dissolved company in the Integral Company under the provisions of this Act shall be deemed to be an amalgamation in relation to such companies and the provisions of the Income-tax Act shall, so far as may be, apply accordingly as if references in the said Act to the amalgamating company and the amalgamated company were references to the dissolved company and the Integral Company respectively.
(5) Where any capital asset forming part of any undertaking belonging to the transferred unit or, as the case may be, the Hindustan Steel Limited is, in pursuance of section 5 or section 6 or section 7, transferred to, and vests in, the Integral Company or the Bharat Refractories Limited or, as the case may be, the Metallurgical and Engineering Consultants (India) Limited, such capital asset shall be deemed to have been transferred in a scheme of amalgamation and the provisions of the Income-tax Act shall, so far as may be, apply accordingly as if references in the said Act to the amalgamating company were references to the transferred unit or, as the case may be, the Hindustan Steel Limited and the references to the amalgamated company, being an Indian company, were references to the Integral Company or the Bharat Refractories Limited or, as the case may be, the Metallurgical and Engineering Consultants (India) Limited.
(6) The accumulated loss and the unabsorbed depreciation, if any, of any dissolved company shall be deemed to be the loss or, as the case may be, allowance for depreciation of the Integral Company for the previous year in which the undertaking of the dissolved company vested in the Integral Company, and the provisions of the Income-tax Act relating to set off and carry forward of loss and allowance for depreciation shall apply accordingly.
(7) The provisions of sub-sections (1) to (6) shall have effect notwithstanding anything to the contrary contained in the Income-tax Act or the Companies (Profits) Surtax Act.
Explanation.--For the purposes of this section,--
(a) "Income-tax Act" means the Income-tax Act, 1961 (43 of 1961);
(b) "Companies (Profits) Surtax Act" means the Companies (Profits) Surtax Act, 1964 (7 of 1964);
(c) words and expressions used in this section and not defined in this Act but defined in the Income-tax Act or the Companies (Profits) Surtax Act shall have the meanings respectively assigned to them in the said Acts.
(2) For the purpose of making an assessment of the income or, as the case may be, the chargeable profits of any dissolved company any for the purpose of levying any sum in accordance with the provisions of sub-section (1),--
(a) any proceeding taken against any dissolved company before the appointed day shall be deemed to have been taken against the Integral Company and may be continued against the Integral Company from the stage at which it stood immediately before the appointed day;
(b) any proceeding which could have been taken against any dissolved company if the dissolution had not taken place, may be taken against the Integral Company; and
(c) all the provisions of the Income-tax Act or, as the case may be, the Companies (Profits) Surtax Act shall apply accordingly.
(3) The assessment of the income or, as the case may be, the chargeable profits of the previous year of any dissolved company in which the dissolution took place up to the appointed day shall be made as if such dissolution had not taken place, and all the provisions of the Income-tax Act and the Companies (Profits) Surtax Act shall, so far as may be, apply accordingly.
(4) The transfer to, and vesting in, of the undertaking of any dissolved company in the Integral Company under the provisions of this Act shall be deemed to be an amalgamation in relation to such companies and the provisions of the Income-tax Act shall, so far as may be, apply accordingly as if references in the said Act to the amalgamating company and the amalgamated company were references to the dissolved company and the Integral Company respectively.
(5) Where any capital asset forming part of any undertaking belonging to the transferred unit or, as the case may be, the Hindustan Steel Limited is, in pursuance of section 5 or section 6 or section 7, transferred to, and vests in, the Integral Company or the Bharat Refractories Limited or, as the case may be, the Metallurgical and Engineering Consultants (India) Limited, such capital asset shall be deemed to have been transferred in a scheme of amalgamation and the provisions of the Income-tax Act shall, so far as may be, apply accordingly as if references in the said Act to the amalgamating company were references to the transferred unit or, as the case may be, the Hindustan Steel Limited and the references to the amalgamated company, being an Indian company, were references to the Integral Company or the Bharat Refractories Limited or, as the case may be, the Metallurgical and Engineering Consultants (India) Limited.
(6) The accumulated loss and the unabsorbed depreciation, if any, of any dissolved company shall be deemed to be the loss or, as the case may be, allowance for depreciation of the Integral Company for the previous year in which the undertaking of the dissolved company vested in the Integral Company, and the provisions of the Income-tax Act relating to set off and carry forward of loss and allowance for depreciation shall apply accordingly.
(7) The provisions of sub-sections (1) to (6) shall have effect notwithstanding anything to the contrary contained in the Income-tax Act or the Companies (Profits) Surtax Act.
Explanation.--For the purposes of this section,--
(a) "Income-tax Act" means the Income-tax Act, 1961 (43 of 1961);
(b) "Companies (Profits) Surtax Act" means the Companies (Profits) Surtax Act, 1964 (7 of 1964);
(c) words and expressions used in this section and not defined in this Act but defined in the Income-tax Act or the Companies (Profits) Surtax Act shall have the meanings respectively assigned to them in the said Acts.
Section 22 Taxes, fees and other charges not payable.
For the removal of doubts, it is hereby declared that no taxes, duties, fees or other charges of whatever nature (including registration charges), shall be payable in respect of any transfer of shares or transfer of any undertakings or transfer of any immovable property under the provisions of this Act.
Section 23 Saving of contracts, etc.
(1) All contracts, deeds, bonds, agreements and other instruments of whatever nature to which the dissolved company is a party subsisting or having effect immediately before the appointed day, shall, as from that day, be of full force and effect against, or in favour of the Integral Company or other transferee company, as the case may be, and may be enforced as fully and effectually as if, instead of the dissolved company, the Integral Company or other transferee company had been a party thereto.
(2) All contracts, deeds, bonds, agreements and others instruments of whatever nature to which the company in respect of a transferred unit is a party if and in so far as it relates to matters pertaining to the undertakings of the transferred unit, subsisting or having effect immediately before the appointed day, shall, as from that day, be of full force and effect against, or in favour of the Integral Company or other transferee company, as the case may be, and may be enforced as fully and effectually as if, instead of such company, the Integral Company or other transferee company had been a party thereto.
(2) All contracts, deeds, bonds, agreements and others instruments of whatever nature to which the company in respect of a transferred unit is a party if and in so far as it relates to matters pertaining to the undertakings of the transferred unit, subsisting or having effect immediately before the appointed day, shall, as from that day, be of full force and effect against, or in favour of the Integral Company or other transferee company, as the case may be, and may be enforced as fully and effectually as if, instead of such company, the Integral Company or other transferee company had been a party thereto.
Section 24 Saving of legal proceedings.
If, on the appointed day, there is pending any suit, arbitration, appeal or other legal proceeding of whatever nature by or against a dissolved company, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer under the provisions of this Act to the Integral Company or any other transferee company, as the case may be, of the undertakings of the dissolved company or of anything contained in this Act, but the suit, arbitration, appeal or other proceeding may be continued, prosecuted and enforced by or against the Integral Company or other transferee company, as the case may be, in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the dissolved company if this Act had not been passed.
Section 25 Power to remove difficulties.
If any difficulty arises in giving effect to the provisions of this Act, the Central Government may, by order, published in the Official Gazette, make such provisions, not inconsistent with the provisions of this Act, as appears to it to be necessary, for the removal of the difficulty:
Provided that no such order shall be made after the expiry of a period of three years from the appointed day.
Provided that no such order shall be made after the expiry of a period of three years from the appointed day.
Section 26 Act to override the provisions of other laws.
The provisions of this Act or of any order made thereunder shall have effect notwithstanding anything contained in the Companies Act or in any other law for the time being in force or in any contract, express or implied, or in any rules or regulations having effect by virtue of any law other than this Act.
Section 27 Power to amend memorandum and articles of association.
(1) For the purpose of giving effect to the provisions of this Act, the Central Government may, by notification in the Official Gazette, make amendments in the memorandum or articles of association, or both, of the Integral Company or other transferee company.
(2) Any amendments in the memorandum or articles of association of the Integral Company or other transferee company made in pursuance of sub-section (1) shall have effect notwithstanding anything contained in the Companies Act.
(2) Any amendments in the memorandum or articles of association of the Integral Company or other transferee company made in pursuance of sub-section (1) shall have effect notwithstanding anything contained in the Companies Act.