TaxTMI 
TaxTMI 
2014 (12) TMI 671
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....the completion of assessment in pursuance thereto, reads as under:- "That on the facts and circumstances of the case and the provision of law the ld.CIT Appeal has failed to appreciate that initiation of proceedings u/s 153C including issue of notice and also completion of assessment on the company which has already become non-existent on account of its merger with other company is illegal and bad in law as such the assessment being bad in law deserves to be quashed." 4. At the time of hearing before us, it is submitted by the learned counsel that M/s P.D. Associates Pvt.Ltd. (hereinafter called as 'PDA') amalgamated and merged with A.R. Infracon Pvt.Ltd. (hereinafter called as 'ARI'). That the Hon'ble High Court, vide order dated 25th May, 2009 approved amalgamation of PDA with ARI with effect from 1.10.2008. That the Assessing Officer issued notice under Section 153C on 23rd September, 2010 in the name of M/s P.D. Associates Pvt.Ltd. which was not in existence on that day. That vide letter dated 27th September, 2010, it was informed to the Assessing Officer by the erstwhile director of PDA that PDA has been amalgamated with ARI vide order dated 25th May, 2009 passed by Hon'....
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....re required to furnish return of income in respect of assessment year 2003-04 in respect of which you are assessable as company. 2. The return shall be in 'Form' as prescribed in sub-rule (1) 12 of Income Tax Rules, 1962 and shall be delivered in this office within 15 days of service of this notice. The prescribed form should be duly verified and signed in accordance with the provisions of Section 140 of the Income Tax Act, 1961. Sd/- (Gautam Deb) Asstt. Commissioner of Income Tax, Central Circle-17, New Delhi." 7. From the above, it is evident that the notice has been issued in the name of M/s P.D. Associates Pvt.Ltd. and not in the name of M/s A.R. Infracon Pvt.Ltd. The assessee, vide letter dated 27th September, 2009, informed about the dissolution of PDA. The copy of the letter is placed at page 14 of the assessee's paper book which reads as under:- "Dated : 27.09.2010 The Assessing Officer, Central Circle-17, Jhandewalan Extn. New Delhi-110055. Sir, Subject : Notice u/s 153C of the Income Tax Act for the AY. 2003-04 to AY. 2009-10 With reference to your notices u/s 153C for the A.Y. 2003-04 to AY 2009-10, we would like to submit that '....
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.... its Regd. Office at : A-1/8, Lower Ground Floor, Vasant Vihar, New Delhi - 110 057. .... Petitioner/Transferee Company Before Hon'ble Ms. Justice Gita Mittal Dated This the 25th day of May, 2009 Order under Section 394 of the Companies Act, 1956 The above petition came up for hearing on 25/05/2009 for sanction of Scheme of Amalgamation proposed to be made of M/s P.D. Associates Pvt.Ltd. (hereinafter referred to as Petitioner/Transferor Company); with M/s AR Infracon Pvt.Ltd. (hereinafter referred to as the Petitioner/Transferee Company). The Court examined the petition; the order dated 02/02/2009, passed in CA(M) 23/2009, whereby the requirement of convening and holding the meeting of Equity Shareholders & Unsecured Creditors of the Transferor & Transferee Companies for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation annexed to the affidavit of Sh. Rajesh Kumar Nandrajog, Director of the Petitioner Companies, filed on 27th day of January, 2009 was dispensed with; there being no Secured Creditors of Transferor and Transferee Companies and the publication in the newspapers namely Financial Express (English) an....
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....Bar as also orders already passed by this Court, the Court overruled the objection raised by the Regional Director. Upon hearing Sh. Rajeev K. Goel, Advocate for the petitioner, Ms. Manisha Tyagi, for the Official Liquidator and Mr. Raisuddin, Asstt. Registrar of Companies in person; and in view of the approval of the Scheme of Amalgamation without any modification; by the Equity shareholders & Unsecured Creditors of the Transferor & Transferee Companies; and in view of the affidavit of Sh. A.K. Chaturvedi, Official Liquidator filed on 22/05/09 stating therein that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its shareholders or to public interest and that Transferor Company could be dissolved without undergoing the process of winding up and there being no investigation proceedings pending in relation to the Petitioner Transferee Company under Section 234 to 251 of the Companies Act, 1956, THIS COURT DOTH HEREBY SANCTION THE SCHEME OF AMALGAMATION set forth in Schedule-I annexed hereto and Doth hereby declare the same to be binding on all the Shareholders & Creditors of the Transferor Company and all concerned and doth ....
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....ing Officer. However, the Assessing Officer did not substitute the name of the amalgamating company. The facts of the assessee's case are identical. The Assessing Officer issued notice us/ 153C in the name of M/s P.D. Associates Pvt.Ltd. which was not in existence on that day after its amalgamation with M/s A.R. Infracon Pvt.Ltd. The erstwhile director of PDA informed this fact to the Assessing Officer, also produced the copy of Hon'ble Jurisdictional High Court's order approving the amalgamation and also requested for issue of notice under Section 153C in the name of ARI but, the Assessing Officer, in his wisdom, chose to continue the proceedings on the strength of notice issued in the name of PDA. Therefore, the above decision of Hon'ble Jurisdictional High Court would be squarely applicable to the facts of the assessee's case. Hon'ble Jurisdictional High Court reiterated the similar view in the case of CIT-III Vs. Dimension Apparels Pvt.Ltd. vide ITA No.327 to 332/2014, order dated 8th July, 2014. No contrary decision is brought to our knowledge. We, therefore, respectfully following the above two decisions of Hon'ble Jurisdictional High Court, hold that the issu....