Assessment on a non-existent amalgamating company is void where the revenue knew of the amalgamation.

Once a duly sanctioned amalgamation takes effect and the amalgamating company is dissolved without winding up, it ceases to exist in law. Assessment or reassessment proceedings initiated or framed in the name of that non-existent entity are without jurisdiction and void ab initio. Where the revenue has already been informed of the amalgamation and acknowledged the jurisdictional transfer, it cannot continue to treat the dissolved company as a live assessee. The article distinguishes Mahagun Realtors on its facts and reaffirms that proceedings against a non-existent amalgamating company cannot be sustained.

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Issues: (i) Whether the assessment order and reassessment proceedings were valid when framed in the name of a company that had already ceased to exist on amalgamation.

Analysis: The amalgamation had been sanctioned and intimated to the tax authorities, and jurisdictional transfer was also acknowledged. Once amalgamation is effective, the amalgamating company stands dissolved without winding up and ceases to exist in law. A notice or assessment made in the name of a non-existent entity is therefore without jurisdiction and cannot be sustained. The reliance on the Supreme Court decision in Mahagun Realtors was found inapplicable because, on the facts, the department here had already been informed of the amalgamation and could not treat the dissolved company as a live assessee.

Conclusion: The reassessment order framed in the name of the non-existent amalgamating company was void ab initio and liable to be quashed; the issue was decided in favour of the assessee.

Ratio Decidendi: Once an amalgamating company ceases to exist after a duly sanctioned amalgamation and the revenue is aware of that fact, assessment proceedings or orders made in its name are without jurisdiction and void.

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