Assessment orders passed in name of non-existing amalgamated company are illegal and invalid under sections 92CA(3) and 143C(1)

ITAT Mumbai held that assessment orders passed in the name of a non-existing amalgamated company are illegal and invalid. The AO cannot issue transfer pricing orders under section 92CA(3) and draft assessment orders under section 143C(1) in the name of a company that has ceased to exist through amalgamation, even after receiving information about the amalgamation. Following precedent from FedEx Express case, the Tribunal quashed the entire assessment proceedings as bad in law. The case was decided in favor of the assessee.

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Issues Involved:
The issues involved in the judgment are the challenge to the assessment order passed by the Commissioner of Income Tax (Appeals) and the National Faceless Appeal Centre, and the transfer pricing adjustment made by the Assessing Officer/Transfer Pricing Officer.

Challenge to Assessment Order:
The appeal was filed by the assessee against the order of the Commissioner of Income Tax (Appeals) and the National Faceless Appeal Centre pertaining to the Assessment Year 2017-18. The primary ground of challenge was that the draft assessment order and transfer pricing order were passed in the name of a non-existent company, which rendered the final assessment order void-ab-initio.

Transfer Pricing Adjustment:
The Assessing Officer/Transfer Pricing Officer made a transfer pricing adjustment amounting to Rs. 10,91,50,003 to the arms length price of international transactions entered into by the assessee with its associated enterprise. The assessee challenged this adjustment along with the issue of the assessment order being passed in the name of a non-existent company.

Amalgamation and Legal Proceedings:
The amalgamation of Aptar Beauty and Home India Pvt. Ltd. with Aptar Pharma India Pvt. Ltd. was approved by the National Company Law Tribunal. Despite the intimation of the merger to the Assessing Officer/Transfer Pricing Officer, the orders were passed in the name of the non-existing company. The legal principle of succession of business and the consequences of passing orders in the name of a non-existing entity were discussed in detail.

Judicial Interpretation and Decision:
The Tribunal considered the facts and legal precedents cited by both parties. It was observed that passing assessment orders in the name of a non-existing company vitiates the proceedings and renders the assessment order invalid. Citing relevant case laws, including a decision by the Hon'ble Apex Court, the Tribunal held that the assessment order passed in the name of the amalgamated company was invalid due to the initial orders being issued in the name of the non-existent entity. Consequently, the appeal filed by the assessee was allowed.

Separate Judgment by Judges:
No separate judgment was delivered by the judges in this case.

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