2025 (8) TMI 1189 - HC - Income Tax

Reopening under Section 147 upheld where merger delayed approval and transferor's active PAN showed Rs 11.64 crore transactions escaping tax

Nivedan Commerce Pvt. Ltd. (Amalgamated With Snehal Commercial Private Limited) Versus Income Tax Central Circle 1 And Others

Nivedan Commerce Pvt. Ltd. (Amalgamated With Snehal Commercial Private Limited) Versus Income Tax Central Circle 1 And Others - 2025:MPHC - IND: 22027 ISSUES PRESENTED AND CONSIDERED 1. Whether notices issued under Section 148A(b) and order under Section 148A(d) of the Income Tax Act, 1961, and the subsequent notice under Section 148 for Assessment Year 2020-2021 are legally sustainable where the assessee-company purportedly ceased to exist w.e.f. 01.04.2018 pursuant to a scheme of merger/amalgamation sanctioned by the NCLT only on 13.11.2020. 2. Whether income alleged to have escaped assessment for Financial Year 2019-2020 / Assessment Year 2020-2021 falls within the scope of explanation 1 to Section 148 such that issuance of notice under Section 148 is justified. 3. Whether the continuing activation of the assessee's PAN and financial transactions identified by the CBDT Risk Management Strategy/CASS constitute sufficient material to proceed with reassessment proceedings under Sections 148A and 148. ISSUE-WISE DETAILED ANALYSIS Issue 1: Validity of notices under Section 148A(b), order under Section 148A(d) and notice under Section 148 where merger claimed from 01.04.2018 but NCLT approval granted on 13.11.2020. Legal framework: Section 148A prescribes procedure before issuing a notice under Section 148; Section 148 empowers reopening where income has escaped assessment. Corporate merger/amalgamation effected by NCLT under Companies Act impacts legal existence and filing obligations of transferor/transferee companies. Precedent Treatment: No judicial precedents were relied upon or considered in the judgment. Interpretation and reasoning: The Court examined the factual timeline - scheme applied from 01.04.2018 but NCLT's final sanction came on 13.11.2020. The Court observed that until final approval, financial transactions by the transferor company continued to occur in the relevant period and the PAN of the transferor remained active. The Court accepted the Revenue's material that transactions in the assessment year 2020-2021 related to the petitioner-company were recorded and that the transferor had not ceased transactional activity vis-à-vis the tax system prior to NCLT's effective order. Ratio vs. Obiter: Ratio - Where financial transactions of a transferor company continue and its PAN remains active until final sanction of a scheme, the issuing authority can proceed under Sections 148A/148 against that transferor; the mere filing of a scheme with retrospective operative date does not automatically invalidate reassessment procedure if transactions post-date the effective control evidenced by records and approvals. (This is the operative holding.) Conclusions: The Court found no illegality in issuance of the show-cause notice under Section 148A(b), the order under Section 148A(d), or the subsequent notice under Section 148. The contention that the company ceased to exist w.e.f. 01.04.2018 was rejected on the facts, and the notices were upheld. Issue 2: Application of explanation 1 to Section 148 - whether alleged transactions amount to income escaping assessment. Legal framework: Explanation 1 to Section 148 identifies circumstances where income in respect of which tax has not been charged or paid has escaped assessment, permitting reopening; the statutory scheme requires material to indicate escapement of income. Precedent Treatment: No precedents were cited or relied upon. Interpretation and reasoning: The Court relied on the report under the CBDT Risk Management Strategy which recorded transactions totaling Rs. 11,64,12,993 for the relevant year that did not result in a return. The Court concluded that these transactions constituted material indicating escapement within the meaning of explanation 1 to Section 148. The Court further noted that the transferee company's return showed nil income and was accepted on procedural grounds, while the transferor continued business and transactions that escaped tax, supporting reassessment. Ratio vs. Obiter: Ratio - Material generated through the CBDT's risk-based analytics showing substantial transactions not reflected in returns can constitute sufficient material under explanation 1 of Section 148 to justify reopening; acceptance of a 'nil' return by the transferee does not preclude reassessment against the transferor where transactions attributable to the transferor are shown to have occurred. Conclusions: The Court held that the material on record satisfied the requirement of explanation 1 to Section 148 and thus justified issuance of notice for reassessment for AY 2020-2021. Issue 3: Relevance of active PAN and CASS/Risk Management Strategy material to sustain reassessment proceedings. Legal framework: Administrative and procedural indicators (active PAN, risk-based selection systems such as CASS) inform the Revenue's decision to initiate reassessment; such indicators form part of the 'material' requirement for Section 148A/148 actions. Precedent Treatment: No judicial decisions addressing CASS or PAN continuity were discussed. Interpretation and reasoning: The Court accepted the Revenue's submission that the assessee's PAN remained active post purported merger date and that the Risk Management Strategy flagged transactions. The Court reasoned that active PAN coupled with recorded transactions and non-filing of return provided relevant material to initiate the statutory pre-notice and reassessment process under Sections 148A and 148. Ratio vs. Obiter: Ratio - Active tax identifiers (PAN) and risk-management generated intelligence are valid sources of material to commence statutory pre-notice and reassessment procedures; absence of knowledge by petitioner's counsel regarding PAN status does not nullify such administrative material. Conclusions: The Court concluded that the continuing activation of PAN and the CBDT/CASS report constituted sufficient grounds for proceeding, and therefore there was no infirmity in the Revenue's reliance on such material. Cross-References and Combined Reasoning The Court's conclusions on Issues 1-3 are interlinked: because the transferor company engaged in transactions during the relevant period (Issue 1), and because those transactions were captured by the CBDT's risk analytics and were not reflected in returns (Issues 2-3), the statutory thresholds under Sections 148A/148 (including explanation 1 to Section 148) were met. Acceptance of a nil return by the transferee on procedural grounds did not negate material implicating the transferor. Final Disposition The Court found no ground to interfere with the impugned notices and order under Sections 148A(b), 148A(d) and 148; the petition was dismissed as misconceived.