2013 (11) TMI 679 - AT - Income Tax

Tribunal invalidates assessment on dissolved company post-amalgamation under Income Tax Act

ACIT, Cent. Circle 21 New Delhi Versus Micra India Pvt. Ltd. (Amalgamated with M/s Dynamic Buildmart (P) Ltd.)

The Tribunal upheld the Commissioner of Income Tax (Appeals)' decision that an assessment on a dissolved company post-amalgamation is impermissible under ... Assessment on amalgamated company – Held that:- A company incorporated under the Indian Companies Act is a juristic person. It takes its birth and gets life with incorporation and it dies with the dissolution as per the provision of the Companies Act. On amalgamation, the company seizes to exist in the eyes of the law. Thus, assessment upon a dissolved company is impermissible as there is no provisions in Income Tax Act - Assessment on a company which has been dissolved by amalgamation u/s 391 and 394 of the Companies Act, 1956 is invalid – Decided against Revenue. Issues:1. Validity of assessment order due to company dissolution post-amalgamation.Analysis:1. The revenue challenged the first appellate order on various grounds, including the deletion of additions made by the Assessing Officer under different sections of the Income Tax Act. The Commissioner of Income Tax (Appeals) was criticized for accepting cash transactions as genuine and for deleting certain expenditure and depreciation additions. Additionally, the revenue disputed the nullity of the assessment order due to the dissolution of the assessee company post-amalgamation with another entity.2. The assessee objected to the first appellate orders on the basis that the notice issued under specific sections and the subsequent assessment order were illegal, without jurisdiction, and time-barred. The objections included contentions about the ownership of documents found during search proceedings, lack of incriminating material, and procedural errors in the assessment process. The assessee also argued against the validity of the assessment under relevant statutory provisions.3. The pivotal issue addressed by the Tribunal was whether the assessment order was null and void due to the dissolution of the assessee company following its amalgamation with another entity. The revenue disputed the CIT(A)'s decision that the assessment order was invalid in this context. The Assessing Officer acknowledged the amalgamation in a report to the CIT(A), and the Tribunal considered this admission along with the absence of notice to the transferee company during assessment proceedings.4. The Tribunal examined legal precedents and upheld the CIT(A)'s decision that an assessment on a dissolved company post-amalgamation is impermissible under the Income Tax Act. The Tribunal agreed that a dissolved company ceases to exist in the eyes of the law, and therefore, assessing such a company is invalid. Given the dissolution date of the assessee company and the assessment order date, the Tribunal affirmed the nullity of the assessment order and rejected the revenue's appeal on this ground.5. Due to the finding on the assessment order's nullity, the Tribunal deemed other grounds raised by the revenue and the cross-objections by the assessee as irrelevant and unnecessary for adjudication. Consequently, both the revenue's appeals and the assessee's cross-objections were dismissed by the Tribunal based on the nullity of the assessment order.This comprehensive analysis highlights the core issue of the assessment order's validity following the dissolution of the assessee company post-amalgamation, leading to the dismissal of appeals and cross-objections by the Tribunal.