S.32 – Once the scheme of amalgamation is approved by the High Court after receiving no objection from the Income-tax Department, consideration for value of ‘goodwill’ cannot be taken as Nil in terms of 6^th proviso to S.32(1), Explanation 7 to S.43(1), Explanation 2(b) to S.43(6)(c), S.55(2)(a)(ii) and S.49(1)(iii)(e) since these sections apply only to the assets actually transferred from the amalgamating company to amalgamated company whereas ‘goodwill’ arising consequent to amalgamation is not an asset which is transferred from amalgamating company to the amalgamated company. Accordingly, ‘depreciation’ on such ‘goodwill’ is allowable u/s 32 of the Act.