The NCLT has just sanctioned our merger, and it applies to two years for which returns were already filed and one of which is already assessed. How do I get those years re-done, how long have I got, and in what form?
Section 170A, as substituted with effect from 1 April 2023, gives the successor a modified return. Where, before the date of an order of a High Court or tribunal or an Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016 in a business reorganisation, a return has been furnished under section 139 by an entity to which the order applies for an assessment year relevant to a previous year to which the order applies, the successor shall furnish a modified return within six months from the end of the month in which the order was issued, in the prescribed form and manner, in accordance with and limited to that order. Sub-section (2) then tells the Assessing Officer what to do: if the assessment or reassessment for that year is already complete when the modified return is filed, he passes an order modifying the total income already determined; if it is pending, he passes an order assessing or reassessing the total income in accordance with the reorganisation order and taking the modified return into account. Rule 12AD prescribes Form ITR-A, to be furnished electronically under digital signature.
Decided by the CBDT Circulars & Instructions (Not applicable — statutory text) on 2023-04-01, reported as Income-tax Act, 1961, s.170A as substituted by Act No. 8 of 2023 (the Finance Act, 2023) with effect from 1 April 2023; Income-tax Rules, 1962, rule 12AD; Form No. ITR-A. It bears on section 170A, section 170A(1), section 170A(2), section 170A(3), section 139, section 170(2A), section 170 of the Income Tax Act 1961, in Assessment & Scrutiny, Reassessment & Reopening and How Tax Law Is Read matters.
The limitation is the thing to diarise, and it is not measured from the date the order reaches you. It runs six months from the end of the MONTH in which the order was issued, so an order issued on 3 May gives until 30 November, and an order issued on 28 May gives exactly the same date. There is nothing in the section that extends time because the certified copy came late. Two structural points matter as much. First, the return is 'in accordance with and limited to the said order' — it is not an opportunity to revise anything else, and a modified return that goes beyond the scheme invites rejection of the excess. Second, the section was substituted, not merely amended, and the substituted text is materially wider than the original: the original (in force from 1 April 2022) required a return to have been furnished 'by the successor', whereas the substituted text requires a return to have been furnished 'by an entity to which such order applies' — which covers the far commoner case where it was the amalgamating or demerged entity, not the successor, that had filed. If your order was issued in the window when the original text was in force, read the original words, which are set out in the departmental footnote and reproduced below. Note also what section 170A does not do: it does not validate an assessment framed on an entity that had ceased to exist, and it does not displace section 170(2A); those are separate provisions and separate entries in this library. The Explanation defines 'business reorganisation' as the reorganisation of business involving the amalgamation or demerger or merger of business of one or more persons, and 'successor' as all resulting companies in a business reorganisation, whether or not the company was in existence prior to the reorganisation.
Binding on the department, not on the assessee or the courts. An assessee may rely on a circular that is beneficial to them.
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Section 170A as printed on the Year 2023, Year 2024 (No. 1), Year 2024 (No. 2) and Year 2025 departmental pages: '(1) Notwithstanding anything to the contrary contained in section 139, in a case of business reorganisation, where prior to the date of order of a High Court or tribunal or an Adjudicating Authority as defined in clause (1) of section 5 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (hereinafter referred to as order in respect of business reorganisation), as the case may be, any return of income has been furnished by an entity to which such order applies under the provisions of section 139 for any assessment year relevant to the previous year to which such order applies, the successor shall furnish, within a period of six months from the end of the month in which the order was issued, a modified return in such form and manner, as may be prescribed, in accordance with and limited to the said order. (2) Where the assessment or reassessment proceedings for an assessment year relevant to a previous year to which the order in respect of the business reorganisation applies,— (a) have been completed on the date of furnishing of the modified return in accordance with the provisions of sub-section (1), the Assessing Officer shall pass an order modifying the total income of the relevant assessment year determined in such assessment or reassessment, in accordance with such order and taking into account the modified return so furnished; (b) are pending on the date of furnishing of the modified return in accordance with the provisions of sub-section (1), the Assessing Officer shall pass an order assessing or reassessing the total income of the relevant assessment year in accordance with the order of the business reorganisation and taking into account the modified return so furnished. (3) Save as otherwise provided in this section, in an assessment or reassessment made in respect of an assessment year under this section, all other provisions of this Act shall apply and the tax shall be chargeable at the rate or rates as applicable to such assessment year. Explanation.—In this section, the expressions— (i) "business reorganisation" means the reorganisation of business involving the amalgamation or demerger or merger of business of one or more persons; (ii) "successor" means all resulting companies in a business reorganisation, whether or not the company was in existence prior to such business reorganisation.' The ORIGINAL section, in force from 1 April 2022 to 31 March 2023 and reproduced in footnote 90 on the Year 2024 (No. 1) page, read: '170A. Effect of order of tribunal or court in respect of business reorganisation.—Notwithstanding anything to the contrary contained in section 139, in a case of business reorganisation, where prior to the date of order of a High Court or tribunal or an Adjudicating Authority as defined in clause (1) of section 5 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as the case may be, any return of income has been furnished by the successor under the provisions of section 139 for any assessment year relevant to the previous year to which such order applies, such successor shall furnish, within a period of six months from the end of the month in which the said order was issued, a modified return in such form and manner, as may be prescribed, in accordance with and limited to the said order.' followed by the same Explanation. Rule 12AD of the Income-tax Rules, 1962, headed 'Return of income under section 170A', provides by sub-rule (1) that the modified return of income to be furnished by a successor entity to a business reorganisation, as referred to in section 170A, for an assessment year, shall be in the Form ITR-A and verified in the manner specified therein; by sub-rule (2) that it shall be furnished electronically under digital signature; and by sub-rule (3) that if the assessment or reassessment proceedings for an assessment year relevant to a previous year to which the order of the business reorganisation applies have been completed or are pending on the date of furnishing of the modified return in accordance with the provisions of section 170A, the Assessing Officer shall pass an order modifying the total income of the relevant assessment year determined in such assessment or reassessment, or proceed to complete the assessment or reassessment proceedings, as the case may be, in accordance with the order of the business reorganisation and the modified return so furnished.
From 1 April 2023 the successor in a business reorganisation must furnish a modified return within six months from the end of the month in which the order of the High Court, tribunal or Adjudicating Authority was issued, in accordance with and limited to that order, where a return for the relevant assessment year had already been furnished under section 139 by an entity to which the order applies. The Assessing Officer must then, if the assessment or reassessment is already complete, pass an order modifying the total income already determined, and if it is pending, pass an order assessing or reassessing the total income in accordance with the reorganisation order and the modified return. Tax remains chargeable at the rate or rates applicable to the relevant assessment year. The prescribed form is Form ITR-A under rule 12AD, to be furnished electronically under digital signature. Between 1 April 2022 and 31 March 2023 the section stood in a narrower form which required the earlier return to have been furnished by the successor itself and contained no sub-sections (2) and (3).
Not applicable — this is a statement of statutory and rule text and of the amendment footnotes printed on the same departmental pages. No judicial reasoning is involved.
the successor shall furnish, within a period of six months from the end of the month in which the order was issued, a modified return in such form and manner, as may be prescribed, in accordance with and limited to the said order.
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Handle my notice → Ask a CA on WhatsAppSection 170A, as substituted with effect from 1 April 2023, gives the successor a modified return. Where, before the date of an order of a High Court or tribunal or an Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016 in a business reorganisation, a return has been furnished under section 139 by an entity to which the order applies for an assessment year relevant to a previous year to which the order applies, the successor shall furnish a modified return within six months from the end of the month in which the order was issued, in the prescribed form and manner, in accordance with and limited to that order. Sub-section (2) then tells the Assessing Officer what to do: if the assessment or reassessment for that year is already complete when the modified return is filed, he passes an order modifying the total income already determined; if it is pending, he passes an order assessing or reassessing the total income in accordance with the reorganisation order and taking the modified return into account. Rule 12AD prescribes Form ITR-A, to be furnished electronically under digital signature. This was decided by the CBDT Circulars & Instructions (Not applicable — statutory text) and bears on section 170A, section 170A(1), section 170A(2), section 170A(3), section 139, section 170(2A), section 170 of the Income Tax Act 1961. It is reported as Income-tax Act, 1961, s.170A as substituted by Act No. 8 of 2023 (the Finance Act, 2023) with effect from 1 April 2023; Income-tax Rules, 1962, rule 12AD; Form No. ITR-A. The limitation is the thing to diarise, and it is not measured from the date the order reaches you. It runs six months from the end of the MONTH in which the order was issued, so an order issued on 3 May gives until 30 November, and an order issued on 28 May gives exactly the same date. There is nothing in the section that extends time because the certified copy came late. Two structural points matter as much. First, the return is 'in accordance with and limited to the said order' — it is not an opportunity to revise anything else, and a modified return that goes beyond the scheme invites rejection of the excess. Second, the section was substituted, not merely amended, and the substituted text is materially wider than the original: the original (in force from 1 April 2022) required a return to have been furnished 'by the successor', whereas the substituted text requires a return to have been furnished 'by an entity to which such order applies' — which covers the far commoner case where it was the amalgamating or demerged entity, not the successor, that had filed. If your order was issued in the window when the original text was in force, read the original words, which are set out in the departmental footnote and reproduced below. Note also what section 170A does not do: it does not validate an assessment framed on an entity that had ceased to exist, and it does not displace section 170(2A); those are separate provisions and separate entries in this library. The Explanation defines 'business reorganisation' as the reorganisation of business involving the amalgamation or demerger or merger of business of one or more persons, and 'successor' as all resulting companies in a business reorganisation, whether or not the company was in existence prior to the reorganisation. If it applies to you, the first step is this: Diarise the deadline the moment the order is issued: six months from the END of the month in which the order was issued, not from receipt of the certified copy.
Section 170A as printed on the Year 2023, Year 2024 (No. 1), Year 2024 (No. 2) and Year 2025 departmental pages: '(1) Notwithstanding anything to the contrary contained in section 139, in a case of business reorganisation, where prior to the date of order of a High Court or tribunal or an Adjudicating Authority as defined in clause (1) of section 5 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (hereinafter referred to as order in respect of business reorganisation), as the case may be, any return of income has been furnished by an entity to which such order applies under the provisions of section 139 for any assessment year relevant to the previous year to which such order applies, the successor shall furnish, within a period of six months from the end of the month in which the order was issued, a modified return in such form and manner, as may be prescribed, in accordance with and limited to the said order. (2) Where the assessment or reassessment proceedings for an assessment year relevant to a previous year to which the order in respect of the business reorganisation applies,— (a) have been completed on the date of furnishing of the modified return in accordance with the provisions of sub-section (1), the Assessing Officer shall pass an order modifying the total income of the relevant assessment year determined in such assessment or reassessment, in accordance with such order and taking into account the modified return so furnished; (b) are pending on the date of furnishing of the modified return in accordance with the provisions of sub-section (1), the Assessing Officer shall pass an order assessing or reassessing the total income of the relevant assessment year in accordance with the order of the business reorganisation and taking into account the modified return so furnished. (3) Save as otherwise provided in this section, in an assessment or reassessment made in respect of an assessment year under this section, all other provisions of this Act shall apply and the tax shall be chargeable at the rate or rates as applicable to such assessment year. Explanation.—In this section, the expressions— (i) "business reorganisation" means the reorganisation of business involving the amalgamation or demerger or merger of business of one or more persons; (ii) "successor" means all resulting companies in a business reorganisation, whether or not the company was in existence prior to such business reorganisation.' The ORIGINAL section, in force from 1 April 2022 to 31 March 2023 and reproduced in footnote 90 on the Year 2024 (No. 1) page, read: '170A. Effect of order of tribunal or court in respect of business reorganisation.—Notwithstanding anything to the contrary contained in section 139, in a case of business reorganisation, where prior to the date of order of a High Court or tribunal or an Adjudicating Authority as defined in clause (1) of section 5 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as the case may be, any return of income has been furnished by the successor under the provisions of section 139 for any assessment year relevant to the previous year to which such order applies, such successor shall furnish, within a period of six months from the end of the month in which the said order was issued, a modified return in such form and manner, as may be prescribed, in accordance with and limited to the said order.' followed by the same Explanation. Rule 12AD of the Income-tax Rules, 1962, headed 'Return of income under section 170A', provides by sub-rule (1) that the modified return of income to be furnished by a successor entity to a business reorganisation, as referred to in section 170A, for an assessment year, shall be in the Form ITR-A and verified in the manner specified therein; by sub-rule (2) that it shall be furnished electronically under digital signature; and by sub-rule (3) that if the assessment or reassessment proceedings for an assessment year relevant to a previous year to which the order of the business reorganisation applies have been completed or are pending on the date of furnishing of the modified return in accordance with the provisions of section 170A, the Assessing Officer shall pass an order modifying the total income of the relevant assessment year determined in such assessment or reassessment, or proceed to complete the assessment or reassessment proceedings, as the case may be, in accordance with the order of the business reorganisation and the modified return so furnished. The matter was decided on 2023-04-01 by the CBDT Circulars & Instructions (Not applicable — statutory text). On those facts the CBDT Circulars & Instructions held as follows. From 1 April 2023 the successor in a business reorganisation must furnish a modified return within six months from the end of the month in which the order of the High Court, tribunal or Adjudicating Authority was issued, in accordance with and limited to that order, where a return for the relevant assessment year had already been furnished under section 139 by an entity to which the order applies. The Assessing Officer must then, if the assessment or reassessment is already complete, pass an order modifying the total income already determined, and if it is pending, pass an order assessing or reassessing the total income in accordance with the reorganisation order and the modified return. Tax remains chargeable at the rate or rates applicable to the relevant assessment year. The prescribed form is Form ITR-A under rule 12AD, to be furnished electronically under digital signature. Between 1 April 2022 and 31 March 2023 the section stood in a narrower form which required the earlier return to have been furnished by the successor itself and contained no sub-sections (2) and (3).
Not applicable — this is a statement of statutory and rule text and of the amendment footnotes printed on the same departmental pages. No judicial reasoning is involved. In the words reproduced by the source cited on this page: "the successor shall furnish, within a period of six months from the end of the month in which the order was issued, a modified return in such form and manner, as may be prescribed, in accordance with and limited to the said order."
It was decided by the CBDT Circulars & Instructions on 2023-04-01 and is reported as Income-tax Act, 1961, s.170A as substituted by Act No. 8 of 2023 (the Finance Act, 2023) with effect from 1 April 2023; Income-tax Rules, 1962, rule 12AD; Form No. ITR-A. Binding on the department, not on the assessee or the courts. An assessee may rely on a circular that is beneficial to them. A CBDT circular or instruction binds officers of the department but not the assessee and not the courts. Where a circular helps you, you may hold the department to it. Where it hurts you, it cannot override the Act or a judgment. On section 170A, section 170A(1), section 170A(2), section 170A(3), section 139, section 170(2A), section 170, the practical question is whether the facts of your own notice match the facts of this case closely enough for the same rule to apply.
It cuts both ways and is cited by both sides. From 1 April 2023 the successor in a business reorganisation must furnish a modified return within six months from the end of the month in which the order of the High Court, tribunal or Adjudicating Authority was issued, in accordance with and limited to that order, where a return for the relevant assessment year had already been furnished under section 139 by an entity to which the order applies. The Assessing Officer must then, if the assessment or reassessment is already complete, pass an order modifying the total income already determined, and if it is pending, pass an order assessing or reassessing the total income in accordance with the reorganisation order and the modified return. Tax remains chargeable at the rate or rates applicable to the relevant assessment year. The prescribed form is Form ITR-A under rule 12AD, to be furnished electronically under digital signature. Between 1 April 2022 and 31 March 2023 the section stood in a narrower form which required the earlier return to have been furnished by the successor itself and contained no sub-sections (2) and (3). It arises in Assessment & Scrutiny, Reassessment & Reopening and How Tax Law Is Read matters, on section 170A, section 170A(1), section 170A(2), section 170A(3), section 139, section 170(2A), section 170 of the Income Tax Act 1961, and was decided by Not applicable — statutory text. Before relying on it, read the source linked on this page and check whether it has since been distinguished, overruled or overtaken by an amendment to the Income Tax Act. In practice the steps that follow from it are these. File in Form ITR-A under rule 12AD, electronically and under digital signature; rule 12AD(2) makes the digital signature mandatory and there is no paper alternative in the rule. Confine the modified return to the four corners of the scheme. The section says 'in accordance with and limited to the said order', and anything outside that is not protected by it. Identify, for each assessment year the order touches, whether the assessment is already complete or still pending, because s.170A(2)(a) and (b) put the Assessing Officer on two different tracks and the relief you ask for differs. If the order was issued while the ORIGINAL section 170A was in force — between 1 April 2022 and 31 March 2023 — check whether the return for the year was furnished by the successor itself, because the original text required that and the substituted text does not. Do not assume the modified return reopens the rate: s.170A(3) provides that tax is chargeable at the rate or rates applicable to the relevant assessment year. Where the department has already assessed the pre-reorganisation entity for a year the order covers, run the modified return route in parallel with, and not instead of, any challenge to that assessment.
Still good law. The Year 2023, Year 2024 (No. 1), Year 2024 (No. 2) and Year 2025 departmental pages print the substituted section identically, which is the strongest evidence available on this pass that nothing has displaced the 1 April 2023 text. No Year 2026 page was located and no Finance Act text was read. Any authority, opinion or filing note stating that a modified return is available only where the earlier return was furnished by the successor itself is superseded by amendment for an order issued on or after 1 April 2023, and any statement that section 170A carries no machinery for the Assessing Officer is superseded from the same date. I did not verify how rule 12AD or Form ITR-A stand today beyond reading the rule page itself, which carries no year stamp. No source could be cited for that finding. Checking whether an authority still stands matters as much as knowing what it held: a decision may be overruled on one point and survive on another, or the provision it interprets may have been amended since. Read the source and the editor's note on this page before relying on it in a reply to an Assessing Officer or in an appeal.
Both commencement dates were established this pass from year-stamped departmental pages and were NOT carried over from the brief that commissioned this entry. Every page cited printed the heading 'Effect of order of tribunal or court in respect of business reorganisation' and the Act name 'Income-tax Act, 1961'. (a) The ORIGINAL section was read at https://incometaxindia.gov.in/w/section-170a (Year: 2022) — a single un-numbered provision requiring a return furnished 'by the successor', with footnote 43, 'Ins. by the Act No. 06 of 2022, w.e.f. 1-4-2022'. (b) The SUBSTITUTED section was read at /w/section-170a-1 (Year: 2023), which carries footnote 90, 'Substituted by the Finance Act, 2023, w.e.f. 1-4-2023' and footnote 91, 'See rule 12AD and Form No. ITR-A'; at /w/section-170a-2 (Year: 2024 (No. 1)), whose footnote 90 gives the same substitution and then reproduces the pre-substitution text in full, which is how the original wording is quoted below; at /w/section-170a-3 (Year: 2024 (No. 2)), footnote 74, 'Sub. by the Act No. 8 of 2023, w.e.f. 1-4-2023'; and at /w/section-170a-4 (Year: 2025), footnote 55, 'Sub. by Act No. 08 of 2023, w.e.f. 1-4-2023'. Those pages together are what pin Act No. 8 of 2023 to the Finance Act, 2023, and Act No. 6 of 2022 to the Finance Act, 2022. No Finance Act or Gazette text was retrieved this pass; I deliberately record the Act numbers as the footnotes give them. (c) Rule 12AD was read at https://incometaxindia.gov.in/w/rule-12ad, which printed the heading 'Return of income under section 170A' and the instrument name 'Income-tax Rules, 1962'. As the brief warns, departmental RULE pages carry no 'Year:' stamp — this one carried none — so the rule CANNOT be dated the way a section can, and I have not dated it. A second, independent read of https://incometaxindia.gov.in/w/rule-12ad returned an amendment line on the page reading 'Inserted by the IT (Thirty-first Amdt.) Rules, 2022, w.e.f. 1-11-2022.' It is recorded here as what the page prints. It cannot be dated the way a section can, because the page carries no 'Year:' stamp, and the notification number itself was not retrieved; nothing in this entry turns on it. No departmental page for section 170A stamped Year 2026 was located; /w/section-170a-4 (Year: 2025) is the most recent I found, and it prints the same text as the Year 2023 and Year 2024 pages. 'decided_on', 1 April 2023, is the commencement date of the substituted section and not a decision date. This library shows the verification state of every entry openly. This entry has not yet been read in full by a chartered accountant. The summary reflects the sources listed on this page. Read the source before you rely on it in a reply to an Assessing Officer or in an appeal before the Commissioner (Appeals) or the Income Tax Appellate Tribunal.
From 1 April 2023 the successor in a business reorganisation must furnish a modified return within six months from the end of the month in which the order of the High Court, tribunal or Adjudicating Authority was issued, in accordance with and limited to that order, where a return for the relevant assessment year had already been furnished under section 139 by an entity to which the order applies. The Assessing Officer must then, if the assessment or reassessment is already complete, pass an order modifying the total income already determined, and if it is pending, pass an order assessing or reassessing the total income in accordance with the reorganisation order and the modified return. Tax remains chargeable at the rate or rates applicable to the relevant assessment year. The prescribed form is Form ITR-A under rule 12AD, to be furnished electronically under digital signature. Between 1 April 2022 and 31 March 2023 the section stood in a narrower form which required the earlier return to have been furnished by the successor itself and contained no sub-sections (2) and (3).
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