TaxTMI 
TaxTMI 
2013 (8) TMI 1099
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.... the IT Act. In the assessment order. Assessing Officer added a sum of Rs. 1,40,00,000/- u/s 68 of the IT Act as unexplained share capital money receipt. Before the Ld. CIT, assessee objected to the assumption of jurisdiction by the assessing officer in reassessment proceedings. The submission of the assessee before the Ld. CIT(A) in this regard were as under :- "The first legal ground is that Ld. Assessing Officer has issued notice u/s 148 dated 28.03.2011 in the name of M/s Rajesh Marketing Services Pvt. Ltd. (PAN AACCR1743E) and immediately thereafter issued another notice u/s 148 dated 30.03.2011. The assesee, vide letter dated 20.10.2011, brought to the notice of Ld. AO that the company namely M/s Rajesh Marketing Services Ltd. has already been merged with M/s Minda Capital Ltd. PB 32 to 65 is the copy of High Court order dated 29.08.2007 evidencing the merger with effect from 1.04.2006 with M/s Minda Capital Ltd. Thus, at the time of recording of the reasons u/s 148 the assessee company viz. M/s Rajesh Marketing Services Ltd. was not in existence on the date of recording of reasons by the Ld. AO. The Ld. AO did not drop the procee....
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....nies, all the property/liabilities of amalgamating Company or Companies immediately before amalgamation become the property/liabilities of the amalgamated Company. Further, no such objection was either made during the course of assessment proceedings or before completion of the assessment. The proceedings of the Assessing Officer are, therefore, valid and the decision of the Hon'ble Delhi High Court in the case of M/s. Spice Infotainment Ltd. vs. CIT, referred to by the appellant is clearly distinguishable on facts. The notice issued to M/s Rajesh Marketing Services Pvt. Ltd. has thus correctly been issued and the objection raised by the appellant Company against issue of notice is, therefore, not upheld. This ground of appeal is, therefore, rejected." 4. Against the above order, assessee is in appeal before us. 5. We have heard both the counsel and perused the record. Ld. Counsel of the assessee has submitted that the assumption of jurisdiction by the assessing officer is not valid. He submitted that assessment in this case has been framed upon M/s. Rajesh Marketing Services Ltd. He submitted that the assessee vide letter dated 20.10.....
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....nt in the name of the company which has been amalgamated with another company and stands dissolved is null and void; assessment framed in the name of a non-existing entity is a jurisdictional defect and not merely a procedural irregularity of the nature which can be cured by invoking the provisions of section 292B. The relevant exposition by the Hon'ble Jurisdictional High Court in this regard is summarized as under :- "No doubt, S was an assessee and an incorporated company and was in existence when it filed the returns in respect of two assessment years in question. However, before the case could be selected for scrutiny and assessment proceedings could be initiated, S got amalgamated with MC Ltd. It was the result of the scheme of the amalgamation field before the Company Judge of this court which was duly sanctioned vide orders dt. 11th Feb. 2004. With this amalgamation made effective from 1st July, 2003, S ceased to exist. That is the plain and simple effect in law. The scheme of amalgamation itself provided for this consequence, inasmuch as simultaneous with the sanctioning of the scheme, S was also st....
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.... the day when it was in existence it would be permissible to carry out the assessment on the basis of those returns after taking the proceedings afresh from the stage of issuance of notice under s. 143(2). In these circumstances, it would be incumbent upon the AO to first substitute the name of the appellant in place of S and then issue notice to the appellant. However, such a course of action can be taken by the AO only if it is still permissible as per law and has not become timebarred." 10. We find that above case law is squarely applicable on the facts of this case. In the present case M/s. Rajesh Marketing Services Pvt. Ltd. has amalgamated with another company vide order of the Hon'ble High Court dated 29.8.2007 evidencing merger with effect from 1.4.2006. This aspect was duly informed to the assessing officer by the assessee vide letter dated 13.10.2011 and another letter dated 21.10.2011. Thus, it is clear that with this amalgamation made with effect from 1.4.2006 M/s. Rajesh Marketing Services Ltd. ceased to exist. Thus, by this amalgamation, the amalgamating company M/s. Rajesh Marketing Services Pvt. Ltd. ceased to exist to the eye....