Interpretation of Section 80-IA: Conversion of Firm to Company

In a recent legal case, the court delved into the intricacies of Section 80-IA of the Income Tax Act concerning the conversion of a partnership firm to a private limited company. The focus was on whether the company met the specific conditions outlined under sub-section (4)(i)(b) of the mentioned provision for claiming tax deductions. The court’s thorough legal analysis examined the statutory implications of the conversion and evaluated the company’s compliance with the prescribed requirements. Let’s delve deeper into the crucial nuances of tax law and corporate conversions.


  • The road in question was completed by the firm on 27.3.2000 and inaugurated on 1.4.2000.
  • The partnership firm, M/s. Chetak Enterprises, entered into an agreement with the Government of Rajasthan for the construction of the road and collection of toll tax.
  • The firm was converted into a private limited company on 28.3.2000 and was named M/s. Chetak Enterprises (P) Ltd.
  • The relevant assessment year in question is 2002-2003, with the previous/financial year being 2001-2002.
  • The Company started collecting toll tax upon the inauguration of the road.

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  • The High Court formulated the question of law regarding whether the assessee fulfilled the condition of sub-section (4)(i)(b) of Section 80-IA.
  • The specific issue in the case revolved around the interpretation and application of Section 80-IA in relation to the assessee-Company.
  • The court sought to determine whether the assessee met the requirements outlined in the mentioned provision of Section 80-IA for the relevant assessment year.
  • This particular question of law was central to the case and required thorough examination of the facts and circumstances pertaining to the assessee’s claim.
  • The focus was on evaluating whether the assessee’s actions and compliance aligned with the stipulated conditions under sub-section (4)(i)(b) of Section 80-IA.

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  • Section applies to specific enterprises carrying out certain activities.
  • Conditions for eligibility include ownership by Indian company or consortium, agreement with government bodies, and start of operations after April 1, 1995.
  • Deduction allowed for profits and gains derived from eligible businesses for specified periods.
  • Provisions for transfer of infrastructure facilities, telecommunication services, industrial parks, and power generation/distribution.
  • Conditions for availing deductions include audit of accounts and computation based on market value of goods.
  • Restrictions on claiming deductions under other provisions of the Income Tax Act.
  • Special provisions for close connections between businesses and deemed profits.
  • Different percentages of deductions allowed for different types of eligible businesses.
  • Exemptions, notifications, and provisions for amalgamation or demerger of eligible businesses.
  • Conversion of partnership firm into a company results in the company succeeding the firm and vesting all properties in the company.
  • The conversion was done under Part IX of the Companies Act before the assessment year in question.
  • The Memorandum of Association of the company includes the main object as acquiring the business of the partnership firm.
  • Conditions for availing the deduction under Section 80-IA were met by the company after conversion.
  • The agreement between the partnership firm and the State Government automatically transferred to the company upon conversion.
  • The company was entitled to the benefit of deduction from the date of transfer after conversion.
  • The company fulfilled all conditions and requirements for claiming the deduction under Section 80-IA of the Income Tax Act.
  • The statutory vesting of liabilities and assets occurred upon conversion from a firm to a company, ensuring continuity of business operations.
  • The decision does not cast doubt on the correctness of the view taken by the High Court in the present case.

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  • The appeal is dismissed
  • No order as to costs


Case Number: C.A. No.-001764-001764 / 2010

Click here to read/download original judgement

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