Amalgamation and statutory certificate validity: certificate issued to transferor-company remained operative for transferee-company registration.

A sanctioned amalgamation transfers the transferor-company's undertaking, rights, liabilities and obligations to the transferee-company from the appointed date without further act or deed, making the transferee the substituted legal entity for connected purposes. A certificate issued under section 269UL(1) in the transferor-company's name was held to remain effective after amalgamation and could be acted upon by the transferee-company for registration of the sale deed. The registering authority was required to accept the certificate on that basis, while the question of amendment power under section 269UJ was left undecided.

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Issues: Whether, after sanctioned amalgamation of the transferor-company with effect from the appointed date, a certificate issued under section 269UL(1) of the Income-tax Act, 1961 in the name of the transferor-company could be acted upon by the transferee-company for registration of the sale deed.

Analysis: Under the sanctioned scheme of amalgamation, the transferor-company's undertaking, properties, rights, liabilities, and obligations stood transferred to and vested in the transferee-company from the appointed date without further act or deed. The transferee-company therefore became the substituted legal entity in place of the transferor-company for all purposes connected with the undertaking. The certificate already issued in favour of the transferor-company was not rendered ineffective by the amalgamation, and the registering authority was bound to accept it and proceed on that basis for registration of the sale deed. The question whether the first respondent had power under section 269UJ of the Income-tax Act, 1961 to amend the certificate was not required to be decided.

Conclusion: The certificate issued in the name of the transferor-company enured to the benefit of the transferee-company, and the sale deed was directed to be registered on that basis.

Ratio Decidendi: Where a sanctioned amalgamation vests the transferor-company's undertaking and rights in the transferee-company from the appointed date, an existing statutory certificate issued to the transferor-company continues to operate for the benefit of the transferee-company and must be accepted for consequential registration proceedings.

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