2018 (5) TMI 1369 - HC - Income Tax

Amalgamation ends transferor's separate legal existence; reassessment notices invalid if transferee already assessed same transactions

HC held that once a company has been amalgamated into a transferee, its independent legal existence ceases and it is no longer amenable to reassessment ... Reopening of assessement - case of petitioner is that Since amalgamation, the company had no legal existence - also, it was claimed that M/s. Dharmanath Share & Services Private Limited was subjected to assessment under Section 153 [C] of the Act in which entire transactions; including the commission amount, have been taxed. The same cannot now be taxed in the hands of assessee - Held that: - Division Bench of this Court in case of Khurana Engineering Limited v. Deputy Commissioner of Income Tax, [2013 (2) TMI 128 - GUJARAT HIGH COURT] had held that once the assessee company had amalgamated with the transferee company, its independent existence did not survive, and therefore, would no longer be amenable to assessment proceedings - the notices in the present case would also be invalid - petition allowed. Issues involved:1. Validity of notice issued by Assessing Officer for reassessment of income for Assessment Year 2010-2011.2. Legal implications of company amalgamation on assessment proceedings.3. Reasonableness of Assessing Officer's belief that income has escaped assessment.Analysis:Issue 1: Validity of notice for reassessmentThe petitioner, a private limited company, had not filed a return for the Assessment Year 2010-2011. The Assessing Officer issued a notice to assess/reassess the petitioner's income, citing reasons related to alleged unaccounted commission income earned through transactions involving bogus share capital money. The petitioner challenged the notice, arguing that post-amalgamation with another company, it had no legal existence, and hence, the notice could not be issued. The Court noted that the company's amalgamation with another entity extinguished its independent existence, rendering it non-amenable to assessment proceedings. The notice was found to be invalid as it was addressed to the petitioner company post-amalgamation, and the same income had already been taxed in the hands of the amalgamated entity.Issue 2: Company amalgamation and assessment proceedingsThe Court referred to a previous judgment where it was held that once an assessee company merges with another, its independent existence ceases, and it cannot be subject to assessment proceedings. In the present case, the petitioner company had amalgamated with another entity, and the Court found that the notice for reassessment could not be validly issued to the petitioner post-amalgamation. The Court emphasized that the notice was incorrectly addressed to the petitioner company, which no longer existed independently due to the merger.Issue 3: Reasonableness of Assessing Officer's beliefThe Assessing Officer believed that the petitioner had earned unaccounted income, leading to the notice for reassessment. However, the Court found that the same income had already been taxed in the hands of the amalgamated entity, rendering the reassessment notice unreasonable and invalid. The Court concluded that the impugned notices were quashed, and the petitions were disposed of accordingly.Overall, the judgment focused on the legal implications of company amalgamation on assessment proceedings, highlighting that once a company merges with another, its independent existence ceases, and it cannot be subject to reassessment notices. The Court emphasized the importance of correctly addressing notices and ensuring that income is not double-taxed in such cases.