B. P. Jeevan Reddy, J. - (1.) These appeals are preferred by Marshall Sons and Company (India) Limited hereinafter referred to as the "Holding Company") as successors to "Marshall Sons and Company (Manufacturing) Limited (hereinafter referred to as the "Subsidiary Company") against the judgment and order of the Madras High Court dismissing the writ petitions filed by them. The matter arises under the Income-tax Act,
(2.) The Holding Company had its registered office at 33-A, Chowranghee Road, Calcutta while the Subsidiary Company had its registered office at Madras. For the purposes of assessment under the Income-tax Act, while the accounting year of the Holding Company was the year ending on 30th June, the accounting year of the Subsidiary Company was the calendar year. On 1st December, 1982, two letters were addressed by the Subsidiary Company to the Income-tax Officer stating that the company is desirous of effecting a change in the accounting year. They stated that they would wish to close their accounts on June 30, 1983 for the eighteen months period (January 1, 1982 to June 30, 1983) instead of closing the accounts on December 31, 1982. It was also stated that since the accounting year of the Holding Company ends on June 30, 1983 they too would like to follow the same practice. In response to said letters, the Income-tax Officer asked for certain particulars which were supplied. On February 3, 1983, the Income-tax Officer permitted the Subsidiary Company to change the accounting year from December 12, 1982 to June 30, 1983 subject to the conditions mentioned therein, viz.: "As a consequence to the change, the income of the period of 18 months from 1-1-82 to-30-6-83 will be assessed for the asstt. year 1984-85. Any relief that may be withdrawn in the future legislation with effect from asstt. year 1984-85 will be made applicable to the entire income for the asst. year 1984-85 and depreciation will be allowed proportionately as per rules. The asstt. year 1983-84 which is slipped on account of the change of the previous year will, however, be treated as one assessment year for the purposes of set off of carried forward losses, relief u/S. 80J of the Income-tax Act, 1961, if any."
(3.) In December, 1982, the Subsidiary Company passed a resolution proposing to amalgamate with the Holding Company with effect from January 1, 1982. An application was made to the Company Court and pursuant to the orders of the Court, a meeting of the shareholders was held on February 11, 1983 whereat a resolution was passed approving the amalgamation of the Subsidiary Company with the Holding Company. A similar resolution was passed by the shareholders of the Holding Company on May 7, 1983. The Company Court (Madras High Court) sanctioned the scheme of amalgamation by its order dated November 21, 1983 in C.P. No. 23 of 1983. On a similar application filed before the Calcutta High Court, C.P. No. 284 of 1983, that High Court (Company Court) too sanctioned the scheme of amalgamation by its order dated January 11, 1984. In both the orders, it was directed that certified copies of the said orders shall be delivered to the Registrars of Companies at Madras and Calcutta within thirty days therefrom. Accordingly, certified copies of the orders were filed before the Registrars of Companies on January 29, 1984 at Madras and on February 24, 1984 at Calcutta. The name of the Subsidiary Company was struck off the register of Companies, maintained by the Registrar of Companies at Madras, on January 21, 1986.;