Assessment order annulled for non-existent entity due to amalgamation. Assessee appeal allowed, revenue appeal dismissed.

The Tribunal annulled the assessment order dated 12.3.2014 passed in the name of a non-existent entity due to amalgamation, holding it void-ab-initio and unsustainable in law. The Assessee's appeal was allowed, and the revenue's appeal was dismissed. The Tribunal did not address other issues raised in the appeals.

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Issues Involved:
1. Validity of assessment under section 143(3) read with section 144C of the Income-tax Act, 1961.
2. Issuance of notice under section 143(2) to a non-existent entity.
3. Issuance of notices under section 142(1) to a non-existent entity.
4. Legal implications of amalgamation on assessment orders.

Issue-wise Detailed Analysis:

1. Validity of Assessment under Section 143(3) read with Section 144C:
The Assessee contended that the assessment order dated 12.3.2014 was void-ab-initio, illegal, and bad in law because it was passed in the name of Perot Systems Business Process Solutions India Private Limited, an entity that had ceased to exist due to its amalgamation with Dell International Services India Private Limited. The Tribunal admitted the additional ground for consideration, citing judicial precedents that support the admission of additional grounds impacting the tax liability of an Assessee.

2. Issuance of Notice under Section 143(2) to a Non-existent Entity:
The Assessee argued that the notice under section 143(2) dated 29 August 2011 was issued to Perot Systems Business Process Solutions India Private Limited and Vision Health Source India (P) Limited, which was not in accordance with the law as Perot BPS had merged with Dell International Services India Private Limited effective from 1 April 2010. The Tribunal noted that the amalgamation was approved by the Company Law Board, Chennai Bench, and the High Court of Karnataka, and the intimation was made to the AO at Chennai by letter dated 4.1.2011.

3. Issuance of Notices under Section 142(1) to a Non-existent Entity:
The Assessee highlighted that the AO issued multiple notices under section 142(1) in the name of Perot BPS on various dates without appreciating that the entity was non-existent due to the amalgamation. The Tribunal observed that the assessment order passed in the name of a non-existent entity is void-ab-initio, illegal, and bad in law, relying on the Supreme Court's decision in Pr. CIT vs. Maruti Suzuki India Limited, which held that an assessment done in the name of an amalgamating company is void ab initio.

4. Legal Implications of Amalgamation on Assessment Orders:
The Tribunal considered the plea that under sections 391 to 394 of the Companies Act, 1956, the amalgamation resulted in the transfer of the entire business and undertaking of Perot Systems Business Process Solutions India Private Limited to Dell International Services India Private Limited. The Tribunal noted that the assessment order passed in the name of a non-existent entity is not sustainable in law. It distinguished the case from the decision in Sky Light Hospitality LLP vs. ACIT, where the Supreme Court held that a wrong name given in the notice was a clerical error curable under Section 292B. The Tribunal concluded that the facts of the Assessee's case were identical to those in Maruti Suzuki India Ltd., where the Supreme Court held that the assessment order passed in the name of a non-existent entity was void ab initio.

Conclusion:
The Tribunal annulled the assessment order dated 12.3.2014 passed in the name of Perot Systems Business Process Solutions India Private Limited, holding it to be void-ab-initio and unsustainable in law. Consequently, the appeal by the Assessee was allowed, and the appeal by the revenue was dismissed. The Tribunal did not find it necessary to decide any other issues on merits raised in the appeals.

Order Pronounced:
The order was pronounced in the open court on 7th July 2021.

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