Incidental amalgamation jurisdiction does not cover post-merger recovery of tax dues; petition held not maintainable.

Jurisdiction to make incidental or consequential orders in an amalgamation is limited to measures necessary to complete the reconstruction or amalgamation, and it does not extend to a post-amalgamation claim for recovery of tax dues. A petition seeking direction for payment of income-tax and business profits tax dues after amalgamation was completed was therefore not maintainable, because the relief was not required to make the amalgamation effective and could not operate as a revision of the amalgamation order. The long delay after amalgamation further supported refusal of relief. The court held that it had no jurisdiction to grant the prayer.

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Issues: Whether the petition for realisation of tax dues under the amalgamation order was maintainable and within the court's jurisdiction under section 153A(1)(f) of the Indian Companies Act, 1913 read with section 647 of the Companies Act, 1956.

Analysis: The petition sought a direction for payment of income-tax and business profits tax dues after amalgamation had already been completed. The power under section 153A(1)(f) was confined to incidental, consequential and supplemental matters necessary to secure that the reconstruction or amalgamation may be fully and effectively carried out. A direction for recovery of tax dues did not fall within that purpose, because amalgamation could be fully and effectively carried out even without such a provision. The delay of more than twelve years after the amalgamation also reinforced the conclusion that the petition could not operate as a revision of the amalgamation order.

Conclusion: The petition was not maintainable and the court had no jurisdiction to grant the relief sought.

Final Conclusion: The challenge failed and the dismissal of the petition was sustained.

Ratio Decidendi: The jurisdiction to make incidental or consequential orders in an amalgamation is limited to measures necessary to complete the reconstruction or amalgamation, and it does not extend to a post-amalgamation claim for recovery of tax dues.

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