Composite transfer of an industrial undertaking can fall within Chapter XX-C, requiring timely no objection or purchase action.

A composite transfer of an industrial undertaking as a going concern, including land, buildings, plant, machinery, stock, liabilities and employee-related obligations, was held to fall within Chapter XX-C because "immovable property" under section 269UA(d) was construed broadly to include the rights and incidents attached to such transfer. The prescribed statement under section 269UC did not require an itemwise break-up where the transfer was integrated and indivisible. Once the appropriate authority did not exercise pre-emptive purchase within the statutory time, it was bound to follow the statutory course and could not keep the transaction unresolved; it had to issue a no objection certificate under section 269UL.

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Issues: Whether the proposed transfer of an industrial undertaking as a going concern, comprising land, buildings, plant, machinery, stock, liabilities and employee-related obligations, fell within Chapter XX-C of the Income-tax Act, 1961, and whether the appropriate authority was bound to issue a no objection certificate when it declined to exercise pre-emptive purchase.

Analysis: The definition of immovable property in section 269UA(d) was read broadly to cover not only land and building but also the rights and incidents attached to such transfer. A composite transfer of an undertaking could not be excluded merely because it included assets, liabilities and workmen-related obligations. The prescribed statement under section 269UC did not require a separate itemwise break-up where the transfer was of an integrated and indivisible nature. Once the authority did not exercise the right of purchase within the statutory time, it had only two lawful courses: either to recommend purchase under section 269UD or to indicate no objection so that registration could proceed under section 269UL. Keeping the matter in a legal limbo was not permissible.

Conclusion: The proposed transaction was within Chapter XX-C, the authority had failed to exercise its jurisdiction lawfully, and the petitioner was entitled to a no objection certificate under section 269UL(3).

Ratio Decidendi: A composite transfer of an industrial undertaking can fall within Chapter XX-C if immovable property as broadly defined is being transferred, and where the appropriate authority does not order pre-emptive purchase within time, it must issue a no objection certificate and cannot leave the transaction unresolved.

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