Merger – Filing of ITRs and Section 170A Compliance

[Ramanathan Seshan]

Dear Experts,

Company B Pvt. Ltd. has been merged into Company A Pvt. Ltd. with the following details:

• Appointed Date: 01/04/2023

• NCLT Order Date: 20/11/2024

• Effective Date (as per NCLT Order): 01/01/2025

• Company B continued to operate independently up to 31/12/2024.

Additional info: Company B is a profit-making entity with no carry forward of losses.

Based on this, I have a few questions regarding income tax return (ITR) filing and compliance under Section 170A:

1. Does Company A need to file a separate ITR for FY 2024–25?

2. Does Company B need to file a separate ITR for FY 2024–25?

3. For which financial years is Company A required to file a modified return under Section 170A?

4. If Company A is not required to file a separate ITR for FY 2024–25, would filing a return under Section 170A alone be sufficient?

5. Given that Company B is profit-making and has no carry forward of losses, does that change the ITR filing requirements in any way?

Regards,

S Ram

AI Summary

Private company merger requires modified income tax return filing under Section 170A by May 2025 deadline A private company merger query addressed income tax return filing requirements post-NCLT order. The merged entity had an appointed date of April 2023, NCLT order in November 2024, and effective date of January 2025. The transferee company operated independently until December 2024. Expert response clarified that the successor company must file a modified return under Section 170A for the assessment year by May 2025, incorporating the merged position from the appointed date. For the subsequent financial year, only the successor company files returns covering both entities' income. The transferor company's profit-making status without carry-forward losses simplifies compliance but doesn't alter filing obligations under merger provisions.