TaxTMI 
TaxTMI 
2008 (3) TMI 432
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....ion (4)(i)(b) of section 80-IA ?" 3. We have heard learned counsel for either sides, and have gone through the orders of the authorities below. Before proceeding further, we may gainfully quote the relevant provisions of section 80-IA(4)(i)(a), (b), (c) and the proviso, which reads as under : "(4) This section applies to- (i) any enterprise carrying on the business of (i) developing, or (ii) operating and maintaining, or (iii) developing, operating and maintaining any infrastructure facility which fulfils all the following conditions, namely :- (a) it is owned by a company registered in India or by a consortium of such companies ; (b) it has entered into an agreement with the Central Government or a State Government or a local author....
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.... the work was granted to a partnership firm M/s. Chetak Enterprises, and the mere fact that the firm got itself registered as a company, it cannot be said that it fulfils the requirements of section 80-IA(4)(i)(a) and (b), inasmuch as no agreement was made by the company with the Government of Rajasthan for collection of toll tax with effect from April 1, 2000, in supersession of the original agreement dated December 1, 1999, signed between the Government of Rajasthan and the firm Chetak Enterprises. The firm does not fulfil the requirements of section 80-IA(4)(i)(a) and (b), and is not entitled to claim deduction. In appeal, the learned Commissioner of Income-tax (Appeals) maintained the order. However, in further appeal, the learned Tribu....
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.... in that regard, the learned Tribunal has found that the main objects of the memorandum of association of the assessee-company indicate that it was mentioned as under : "On conversion of the partnership firm into a company limited by shares under these presents to acquire by operation of law under Part IX of the Companies Act, 1956 as going concern and continue the partnership business now being carried on under the name and style of M/s. Chetak Enterprises including all its assets, movables and immovables, rights, debts and liabilities in connection therewith." 7. Then, it has also been found by the learned Tribunal, at page 13 of the judgment, that the erstwhile partnership firm, in its first communication to the Chief Engineer on Octo....
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....rm, that the firm will be converted into a limited company under Part IX of the Companies Act, and the Chief Engineer was requested to allow the change in the constitution, and accordingly change of name in the agreement, after converting the firm into the company, with the existing partners as its directors, and this request was accepted, and that acceptance letter formed part of the agreement, in our view, the firm stands in the shoes of a promoter, and the company takes over all assets and liabilities statutorily. In other words, by operation of law, there is statutory transformation of the firm into the company, obviously the rights and liabilities of the company and the assets go to the company. It is a different story that even from t....