Common use of Taxation Matters Clause in Contracts

Taxation Matters. 12.1 Notwithstanding anything to the contrary contained in this Scheme, upon effectiveness of this Scheme: (a) the Transferor shall be liable for any Tax payable to Appropriate Authorities under Applicable Laws relating to Tax ("Tax Laws") and shall be entitled to any refunds of Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking prior to the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed Date; and (b) the Transferee shall be liable for any Tax payable to Appropriate Authorities under Tax Laws and shall be entitled to refunds of any Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking on or after the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed Date. 12.2 Upon effectiveness of this Scheme, all Taxes paid or payable by the Transferor in respect of the operations and/ or the profits of the Demerged Undertaking on and from the Appointed Date, shall be on account of the Transferee. Upon effectiveness of this Scheme, the payment of any Tax, whether by way of deduction at source (including foreign tax credit), advance tax, self assessment tax, minimum alternate tax, or otherwise howsoever, by the Transferor in respect of the activities or operations of the Demerged Undertaking on and from the Appointed Date, shall be deemed to have been paid by the Transferee, and, shall, in all proceedings, be dealt with accordingly. 12.3 Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any other Tax, in relation to the operation and activities of the Demerged Undertaking prior to the Appointed Date shall belong to and be received by the Transferor, even if the prescribed time limits for claiming such refunds or credits have lapsed. Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any other Tax, in relation to the operation and activities of the Demerged Undertaking on or after the Appointed Date shall belong to and be received by the Transferee, even if the prescribed time limits for claiming such refunds or credits have lapsed. 12.4 Any Tax incentives, subsidies, exemptions, special status, tax benefits (including but not limited to export incentives, credits/ incentives in respect of income tax, sales tax, value added tax, GST, turnover tax, excise duty, service tax etc.), duty drawbacks, and other benefits, credits, exemptions or privileges enjoyed, granted by an Appropriate Authority or availed of by the Transferor shall, without any further act or deed, in so far as they relate to or are available for the operation and activities of the Demerged Undertaking on or after the Appointed Date, vest with and be available to Transferee on the same terms and conditions, as if the same had been allotted and / or granted and / or sanctioned and / or allowed to the Transferee. 12.5 Each of the Transferee and the Transferor shall be entitled to file/ revise its income- tax returns, TDS certificates, TDS returns, GST returns and other statutory returns, notwithstanding that the period for filing / revising such returns may have lapsed and to obtain TDS certificates, including TDS certificates relating to transactions between or amongst the Transferor and the Transferee and shall have the right to claim refunds, advance Tax credits, input Tax credit, credits of all Taxes paid/ withheld, if any, as may be required consequent to implementation of this Scheme. 12.6 Any actions taken by the Transferor to comply with Tax Laws (including payment of Taxes, maintenance of records, payments, returns, Tax filings, etc.) in respect of the Demerged Undertaking on and from the Appointed Date upto the Effective Date shall be considered as adequate compliance by the Transferor with such requirements under Tax Laws and such actions shall be deemed to constitute adequate compliance by the Transferee with the relevant obligations under such Tax Laws. 12.7 Any unutilized GST credits pertaining to the Demerged Undertaking and available in the electronic input GST credit ledger of Transferor maintained by GSTN or as per Transferor’s books of accounts, whichever is lower, shall, notwithstanding anything contained in this Clause 12, be transferred by the Transferor to the Transferee in accordance with Applicable Laws. The Transferor and Transferee shall take such actions as may be necessary under Applicable Law to effect such transfer. GST credits and GST Liability pertaining to the activities or operations of the Demerged Undertaking between the Appointed Date and the Effective Date shall, notwithstanding anything contained in this Clause 12 be dealt with in accordance with Applicable Laws. 12.8 All Liabilities under Tax Laws which relate exclusively or predominantly to the activities or operations of the Power Grids Business prior to the Appointed Date shall remain the Liabilities of the Transferor after the Effective Date, regardless of whether such Liabilities arise on or after the Appointed Date. All Liabilities under Tax Laws which relate exclusively or predominantly to the activities or operations of the Power Grids Business on or after the Appointed Date shall become the Liabilities of the Transferee upon effectiveness of the Scheme. 12.9 If the Transferor makes any payment to discharge any Liabilities under Tax Laws that relate exclusively or predominantly to the activities or operations of the Power Grids Business on or after the Appointed Date, the Transferee shall promptly pay or reimburse the Transferor for such payment. If the Transferee makes any payment to discharge any Liabilities under Tax Laws that relate exclusively or predominantly to the activities or operations of the Power Grids Business prior to the Appointed Date, the Transferor shall promptly pay or reimburse the Transferee for such payment.

Appears in 2 contracts

Samples: Scheme of Arrangement, Scheme of Arrangement

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Taxation Matters. 12.1 Notwithstanding anything to 14.1. Resulting Company will be the contrary contained in this Schemesuccessors of Demerged Company vis‐à‐vis the Demerged Undertaking. Hence, upon effectiveness it will be deemed that the benefit of this Scheme: (a) any tax credits whether central, state or local, availed vis‐a‐vis the Transferor shall be liable Demerged Undertaking and the obligations, if any, for payment of the taxes on any Tax payable to Appropriate Authorities under Applicable Laws relating to Tax ("Tax Laws") and shall be entitled to any refunds of Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities assets forming part of the Demerged Undertaking prior to the Appointed Dateor their erection and / or installation, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed Date; and (b) the Transferee shall be liable for any Tax payable to Appropriate Authorities under Tax Laws and shall be entitled to refunds of any Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking on or after the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed Date. 12.2 Upon effectiveness of this Scheme, all Taxes paid or payable by the Transferor in respect of the operations and/ or the profits of the Demerged Undertaking on and from the Appointed Date, shall be on account of the Transfereeetc. Upon effectiveness of this Scheme, the payment of any Tax, whether by way of deduction at source (including foreign tax credit), advance tax, self assessment tax, minimum alternate tax, or otherwise howsoever, by the Transferor in respect of the activities or operations of the Demerged Undertaking on and from the Appointed Date, shall be deemed to have been paid availed by Resulting Company or as the Transfereecase may be deemed to be the obligations of Resulting Company. Consequently, andand as the Scheme does not contemplate removal of any asset by Resulting Company from the premises in which it is installed, shall, in all proceedings, no reversal of any tax credit needs to be dealt with accordinglymade or is required to be made by Demerged Company. 12.3 Any refund of Tax paid under Tax Laws 14.2. With effect from the Appointed Date and upon the Scheme becoming effective, all taxes, duties, cess payable/receivable by Demerged Company relating to the Demerged Undertaking including income tax, sales tax, value added tax, service tax, GST, CENVAT all or any other Taxrefunds/credit/claims relating thereto shall be treated as the asset/liability or refunds/credit/claims, in relation as the case may be, of Resulting Company. 14.3. Demerged Company and Resulting Company are expressly permitted to revise their respective tax returns including tax deducted at source (TDS) certificates/ returns and to claim refunds, advance tax credits, excise and service tax credits, set off, etc., on the operation and activities basis of the accounts of the Demerged Undertaking prior to the Appointed Date shall belong to and be received by the Transferor, even if the prescribed time limits for claiming such refunds or credits have lapsed. Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any other Tax, in relation to the operation and activities Demerged Company as vested with Resulting Company upon coming into effect of the Demerged Undertaking on or after the Appointed Date shall belong to and be received by the Transferee, even if the prescribed time limits for claiming such refunds or credits have lapsed. 12.4 Any Tax incentives, subsidies, exemptions, special status, tax benefits (including but not limited to export incentives, credits/ incentives in respect of income tax, sales tax, value added tax, GST, turnover tax, excise duty, service tax etc.), duty drawbacksthis Scheme, and other benefits, credits, exemptions or privileges enjoyed, granted by an Appropriate Authority or availed of by its right to make such revisions in the Transferor shall, without any further act or deed, in so far as they relate to or are available for the operation related tax returns and activities of the Demerged Undertaking on or after the Appointed Date, vest with and be available to Transferee on the same terms and conditionsrelated certificates, as if the same had been allotted applicable, and / or granted and / or sanctioned and / or allowed to the Transferee. 12.5 Each of the Transferee and the Transferor shall be entitled to file/ revise its income- tax returns, TDS certificates, TDS returns, GST returns and other statutory returns, notwithstanding that the period for filing / revising such returns may have lapsed and to obtain TDS certificates, including TDS certificates relating to transactions between or amongst the Transferor and the Transferee and shall have the right to claim refunds, advance Tax adjustments, credits, input Tax creditset‐offs, advance tax credits of all Taxes paid/ withheld, if any, as may be required consequent pursuant to implementation the sanction of this SchemeScheme and the Scheme becoming effective is expressly reserved. 12.6 Any actions taken by the Transferor to comply with Tax Laws (including payment of Taxes, maintenance of records, payments, returns, Tax filings, etc.) in respect of the Demerged Undertaking on and 14.4. With effect from the Appointed Date upto and upon the Effective Date shall be considered as adequate compliance by Scheme becoming effective, the Transferor with such requirements under Tax Laws and such actions shall be deemed to constitute adequate compliance by the Transferee with the relevant obligations under such Tax Laws. 12.7 Any unutilized GST credits pertaining brought forward loss of Demerged Company relating to the Demerged Undertaking and available in the electronic input GST credit ledger of Transferor maintained by GSTN or as per Transferor’s books of accounts, whichever is lower, shall, notwithstanding anything contained in this Clause 12, shall be transferred by the Transferor carried forward to the Transferee in accordance with Applicable Laws. The Transferor and Transferee shall take such actions as may be necessary under Applicable Law to effect such transfer. GST credits and GST Liability pertaining to the activities or operations of the Demerged Undertaking between the Appointed Date and the Effective Date shall, notwithstanding anything contained in this Clause 12 be dealt with in accordance with Applicable LawsResulting Company. 12.8 All Liabilities under Tax Laws which relate exclusively or predominantly to the activities or operations of the Power Grids Business prior to the Appointed Date shall remain the Liabilities of the Transferor after the Effective Date, regardless of whether such Liabilities arise on or after the Appointed Date. All Liabilities under Tax Laws which relate exclusively or predominantly to the activities or operations of the Power Grids Business on or after the Appointed Date shall become the Liabilities of the Transferee upon effectiveness of the Scheme. 12.9 If the Transferor makes any payment to discharge any Liabilities under Tax Laws that relate exclusively or predominantly to the activities or operations of the Power Grids Business on or after the Appointed Date, the Transferee shall promptly pay or reimburse the Transferor for such payment. If the Transferee makes any payment to discharge any Liabilities under Tax Laws that relate exclusively or predominantly to the activities or operations of the Power Grids Business prior to the Appointed Date, the Transferor shall promptly pay or reimburse the Transferee for such payment.

Appears in 1 contract

Samples: Composite Scheme of Arrangement

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Taxation Matters. 12.1 Notwithstanding anything to 17.1 Upon the contrary contained in this SchemeScheme coming into effect, upon effectiveness of this Scheme: (a) the Transferor shall be liable for any Tax payable to Appropriate Authorities under Applicable Laws relating to Tax ("Tax Laws") and shall be entitled to any refunds of Tax from Appropriate Authorities under Tax Lawsall taxes/ cess/ duties paid, whichpayable, in each case, arise from the operation received or activities of the Demerged Undertaking prior to the Appointed Date, regardless of whether such payments receivable by or receipts are provided or recorded in the books on behalf of the Transferor Company 2 and whether such payments Transferor Company 3, including all or receipts are due any refunds, claims or realised onentitlements as to tax credits, before taxes paid in advance, and/ or after taxes deducted at source, pending with the Appointed Date; and (b) revenue authorities, if any, shall, for all purposes, be treated as the taxes/cess/duties, liabilities or refunds of the Transferee shall be liable for any Tax payable to Appropriate Authorities under Tax Laws and shall be entitled to refunds of any Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking on or after the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed DateCompany. 12.2 Upon effectiveness 17.2 The unutilized credits relating to goods and service tax paid on inputs lying to the account of this Scheme, all Taxes Transferor Company 2 and Transferor Company 3 as well as the unutilized credits relating to excise duties paid or payable on inputs lying to the account of Transferor Company 2 and Transferor Company 3 as well as the unutilized credits relating to service tax paid on input services consumed by the Transferor in respect Company 2 and Transferor Company 3 shall be transferred to the Transferee Company automatically without any specific approval or permission as an integral part of the operations and/ or the profits of the Demerged Undertaking on and Scheme. 17.3 With effect from the Appointed Date, shall be on account of the Transferee. Upon effectiveness of this Scheme, the payment of any Tax, whether by way of deduction at source all income tax paid (including foreign advance tax creditand self-assessment tax), advance income tax refund due or receivable, tax deducted at source, wealth tax, self assessment taxcarried forward losses, minimum alternate taxdepreciation, or otherwise howsoevercapital losses, by pending balances of amortizations, tax holiday benefits, incentives, credits (including tax credits), tax losses (if available) etc., under the Transferor Income-tax Act, 1961 in respect of any assessment and/or appeal, (whether as per books or as per the activities or operations Income-tax Act, 1961) and any rights / refunds under the Income-tax Act, 1961 including applications for rectification, appeals filed with tax authorities of the Demerged Undertaking on Transferor Company 2 and from the Appointed Date, Transferor Company 3 shall be deemed also pursuant to have been paid by the Transferee, and, shall, in all proceedings, be dealt with accordingly. 12.3 Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any Sections 230 to 232 and other Tax, in relation to the operation and activities applicable provisions of the Demerged Undertaking prior to the Appointed Date shall belong to and be received by the Transferor, even if the prescribed time limits for claiming such refunds or credits have lapsed. Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any other Tax, in relation to the operation and activities of the Demerged Undertaking on or after the Appointed Date shall belong to and be received by the Transferee, even if the prescribed time limits for claiming such refunds or credits have lapsed. 12.4 Any Tax incentives, subsidies, exemptions, special status, tax benefits (including but not limited to export incentives, credits/ incentives in respect of income tax, sales tax, value added tax, GST, turnover tax, excise duty, service tax etc.), duty drawbacks, and other benefits, credits, exemptions or privileges enjoyed, granted by an Appropriate Authority or availed of by the Transferor shallAct, without any further act or deed, in so far as they relate be transferred to or are available for the operation and activities of the Demerged Undertaking on or after the Appointed Date, vest with and be available deemed to Transferee on the same terms and conditions, as if the same had been allotted and / or granted and / or sanctioned and / or allowed be transferred to the Transferee. 12.5 Each of Transferee Company and shall be treated as paid by the Transferee Company and the Transferor it shall be entitled to file/ claim credit, refund or adjustment for the same as may be applicable. 17.4 If the Transferor Company 2 and Transferor Company 3 is entitled to any benefits wider incentive schemes and policies, it is declared that the benefits under all such incentive schemes and policies shall be transferred to and vested in the Transferee Company. 17.5 Upon this Scheme being effective, the Transferee Company may revise and file its income- income tax returns, TDS certificates, TDS returns, GST returns and other statutory returns, notwithstanding that the period for filing / revising such returns may have lapsed including tax deducted/ collected at source returns, service tax returns, excise returns, and to obtain TDS certificates, including TDS certificates relating to transactions between or amongst the Transferor and the Transferee and shall have the right to claim refunds, advance Tax credits, input Tax credit, credits of all Taxes paid/ withheld, if anyother tax returns, as may be required consequent applicable and has expressly reserved the right to implementation of this Scheme. 12.6 Any actions taken by the Transferor make such provision in its returns and to comply with Tax Laws (including payment of Taxes, maintenance of records, payments, returns, Tax filings, claim refunds or credits etc.) in respect of the Demerged Undertaking on and from the Appointed Date upto the Effective Date shall be considered as adequate compliance by the Transferor with such requirements under Tax Laws and such actions shall be deemed to constitute adequate compliance by the Transferee with the relevant obligations under such Tax Laws. 12.7 Any unutilized GST credits pertaining to the Demerged Undertaking and available in the electronic input GST credit ledger of Transferor maintained by GSTN or as per Transferor’s books of accounts, whichever is lower, shall, notwithstanding anything contained in this Clause 12, be transferred by the Transferor to the Transferee in accordance with Applicable Laws. The Transferor and Transferee shall take such actions as if any. Such returns may be necessary under Applicable Law to effect such transfer. GST credits revised and GST Liability pertaining to filed notwithstanding that the activities or operations of the Demerged Undertaking between the Appointed Date and the Effective Date shall, notwithstanding anything contained in this Clause 12 be dealt with in accordance with Applicable Laws. 12.8 All Liabilities under Tax Laws which relate exclusively or predominantly to the activities or operations of the Power Grids Business prior to the Appointed Date shall remain the Liabilities of the Transferor after the Effective Date, regardless of whether such Liabilities arise on or after the Appointed Date. All Liabilities under Tax Laws which relate exclusively or predominantly to the activities or operations of the Power Grids Business on or after the Appointed Date shall become the Liabilities of the Transferee upon effectiveness of the Scheme. 12.9 If the Transferor makes any payment to discharge any Liabilities under Tax Laws that relate exclusively or predominantly to the activities or operations of the Power Grids Business on or after the Appointed Date, the Transferee shall promptly pay or reimburse the Transferor statutory period for such payment. If the Transferee makes any payment to discharge any Liabilities under Tax Laws that relate exclusively or predominantly to the activities or operations of the Power Grids Business prior to the Appointed Date, the Transferor shall promptly pay or reimburse the Transferee for such paymentrevision and filing may have expired.

Appears in 1 contract

Samples: Scheme of Amalgamation

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