2006 (3) TMI 227 - AT - Income Tax

Tribunal Rules Assessment Invalid Post-Amalgamation Dissolution; Dismisses Related Appeals and Objections as Moot.

Modi Corporation Limited. Versus Joint Commissioner Of Income-tax. Assistant Commissioner Of Income-Tax. Versus Calcutta Instalments (P) Limited.

The Tribunal declared the assessment on M/s Calcutta Instalments (P) Ltd. invalid due to its dissolution following amalgamation, rendering the assessment ... Validity of assessment - whether after dissolution of a company and after the intimation of such dissolution with the RoC, an assessment can be made on a dissolved company - HELD THAT:- Following the decision of CIT VS. Express Newspapers Ltd.[1960 (3) TMI 48 - MADRAS HIGH COURT], it is clear that the assessment made in the present case in the name of M/s Calcutta Instalments Company (P) Ltd. after the date of its dissolution was not valid. The fact that this company filed a return of income is not of any consequence. The assessment is, therefore, held to be invalid and is cancelled. Thus, the assessment is null and void, all the other issues raised in the assessee's appeal as well as its cross-objection and the grounds raised by Revenue in both its appeals do not call for any adjudication. They are, therefore, dismissed as infructuous. In the result ITA No. 211/Del/2001 is allowed and all the other appeals and the cross-objection are dismissed. Issues Involved:1. Validity of assessment on a dissolved company.2. Various additions made by the Assessing Officer (AO) and their subsequent adjudication by the Commissioner of Income Tax (Appeals) [CIT(A)].3. Cross-objections raised by the assessee regarding non-adjudication of a ground of appeal by the CIT(A).Issue-wise Detailed Analysis:1. Validity of Assessment on a Dissolved Company:The primary issue was whether the assessment made by the Joint Commissioner of Income Tax (Jt. CIT) on M/s Calcutta Instalments (P) Ltd., which was dissolved on 16th May 1996, was valid. The assessee argued that the assessment was null and void as the company ceased to exist following its amalgamation with Modifin (P) Ltd. This amalgamation was sanctioned by the Allahabad High Court on 11th October 1996, and the Delhi High Court on 10th December 1996 for related companies. The court orders stipulated that all properties, rights, liabilities, and proceedings of the transferor companies be transferred to the transferee company, and the transferor companies be dissolved without winding up from 16th May 1996. Despite this, the AO proceeded with the assessment, leading to the assessee's appeal.The Tribunal referred to several precedents, including Birla Cotton Spinning & Weaving Mills Ltd. vs. CIT, Saraswati Ind. Syndicate Ltd. vs. CIT, and Singer India Ltd. vs. Chander Mohan Chadha & Ors., which established that an amalgamating company ceases to exist upon amalgamation. They also cited decisions like CIT vs. Express Newspapers Ltd. and Impsat (P) Ltd. vs. ITO, which held that an assessment on a non-existent entity is invalid. The Tribunal concluded that the assessment made on M/s Calcutta Instalments (P) Ltd. after its dissolution was invalid and canceled it.2. Various Additions Made by the AO:The AO had made several additions to the income returned by the assessee, leading to a total assessed income of Rs. 2,13,23,530. The CIT(A) deleted some of these additions but upheld others. The assessee challenged the sustained additions, while the Revenue appealed against the deletions. However, since the Tribunal found the assessment itself to be invalid, it did not adjudicate on these additions, deeming them infructuous.3. Cross-Objections by the Assessee:The assessee also raised cross-objections regarding the CIT(A)'s failure to adjudicate a ground of appeal and questioned the validity of the assessment on the dissolved company. Given the Tribunal's decision that the assessment was null and void, these cross-objections were rendered moot and were dismissed as infructuous.Conclusion:The Tribunal allowed the assessee's appeal (ITA No. 211/Del/2001), declaring the assessment invalid due to the dissolution of M/s Calcutta Instalments (P) Ltd. All other appeals and cross-objections were dismissed as infructuous.