2022 (9) TMI 723 - HC - Income Tax

Validity of assessment order on non-existent company upheld, emphasizing certainty in tax litigation

The High Court found in favor of the appellant regarding the validity of an assessment order passed on a non-existent company, emphasizing the importance ... Assessment order in the hands of the amalgamated Company - Validity of Proceeding against a non-existing company - HELD THAT:- As information about amalgamation was brought to the notice of the AO by communication and it has been acknowledged - The draft order has been passed by the Assessing Officer 11 months after the intimation. The amalgamated Company has filed objection before the DRP. The ITAT allowing the appeal in part has directed to frame the assessment order in the name of amalgamated company. Thus, the fact remains that despite being brought to the notice, the Assessing Officer has passed the order in the name of amalgamating Company. In Maruti Suzuki India Ltd. [2019 (7) TMI 1449 - SUPREME COURT] it is held that there is a value which the Court must abide by in promoting the interest of certainty in the tax litigation. We may record that the decision in M/s Spice Enfotainment Ltd. [2017 (12) TMI 754 - SC ORDER] has been upheld dismissing the Civil Appeal filed by CIT. Similarly, the order passed by this Court in Intel Technology India (P) Ltd.[2015 (5) TMI 614 - KARNATAKA HIGH COURT] was also challenged before the Hon'ble Apex Court and the same has also been dismissed [2017 (12) TMI 754 - SC ORDER] - Decided in favour of assessee. Issues:1. Validity of assessment order passed on a non-existent company.2. Justification of remitting the matter back for a fresh order despite the time limit expiring.Issue 1: Validity of assessment order passed on a non-existent company:The case involved Logica Global Solutions Private Limited (LGSPL) merging with Logica Pvt. Ltd. (LPL), with the Assessing Officer passing a draft assessment order against LGSPL after the merger. The appellant challenged this order, arguing that proceedings against a non-existing company are null and void. The appellant relied on legal precedents to support this contention. The Revenue, however, argued that the notice under Section 143(2) of the Income Tax Act was issued in the name of the amalgamating company, justifying the order. The High Court noted that despite being informed about the amalgamation, the Assessing Officer still passed the order in the name of the amalgamating company. Citing legal precedents, including Maruti Suzuki India Ltd., the Court emphasized the importance of certainty in tax litigation and upheld the appellant's argument. The Court found in favor of the appellant on this issue.Issue 2: Justification of remitting the matter back for a fresh order despite the time limit expiring:The second issue addressed whether the Tribunal was justified in remitting the matter back for a fresh order despite the time limit specified in Section 153 of the Income Tax Act having expired. The Court considered the timeline of events, noting that the draft order was passed 11 months after being informed of the amalgamation. Despite the time lapse and the expired time limit, the ITAT directed the assessment order to be framed in the name of the amalgamated company. The Court referred to legal decisions upholding the importance of adhering to established procedures and promoting certainty in tax litigation. In light of these considerations, the Court allowed the appeal, answering the substantial questions of law in favor of the assessee and against the revenue.This detailed analysis of the judgment highlights the key legal issues, arguments presented by both parties, relevant legal precedents, and the High Court's conclusions on each issue.