AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
2021 (9) TMI 918
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....ssing the assessment order without jurisdiction and the learned CIT(A) has erred in confirming the said assessment order. 2.2. The learned CIT(A) has erred in not appreciating that M/s. PAN Financial Shared Services India Private Ltd. having been merged with M/s. Infosys BPO Limited, the registered office of the latter Company being situated in Bangalore, the order passed in Chennai against PAN Financial Shared Services India P Ltd. is without jurisdiction, bad in law and liable to be quashed. 3. Assessment order passed against merged Company is invalid and bad in law 3.1. The learned AO has erred in passing the assessment order against a non existent, dissolved and merged Company and the learned CIT(A) has erred in confirming the same. 3.2. On the facts and in circumstances of the case and law applicable, the assessment made and the order passed on a non existing Company (PAN Financial Shared Services India P Ltd.) is null and void, bad in law and is liable to be quashed. 3. The facts with regard to aforesaid grounds are that Infosys BPO Limited is an Indian Company engaged in the business of business process outsourcing. A company by name P-Financial Services Holding B.V....
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....he Companies Act, 1956 was filed in the High Court of Madras and High Court of Karnataka for merger of PAN Financial Shared Services India P Ltd. with Infosys BPO Limited. The High Court of Madras vide order dated 12.02.2009 and the High Court of Karnataka vide order dated 16.03.2009 approved the scheme of amalgamation with effect from the appointed date i.e., April 1, 2008. PAN Financial Shared Services India P Ltd. was accordingly dissolved without being wound up in accordance with the scheme of amalgamation and the orders of the High Court of Madras and Karnataka. Infosys BPO Limited is thus a successor to PAN Financial Shared Services India P Ltd. 6. On 27.9.2010, the AO passed an order of assessment for AY 2008-09 u/s. 143(3) of the Act, in the name of M/S.PAN Financial Shared Services India Private Ltd. The dates of hearing as noted in the order of assessment shows that hearing in the assessment proceedings for AY 2008-09 was held on 11.8.2010, 21.09.2010 and 27.09.2010. The AO was not appraised of the factum of amalgamation and the fact that the Assessee ceased to exist on amalgamation with M/s. Infosys BPO Ltd. (now known as Infosys BMP Ltd.). 7. The Assessee filed appeal....
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....informed that no such intimation was given by the appellant till the passing of the assessment order under Section 143(3) of the Act. 4.4 The appellant has also not been able to provide any document to show that the AO was given any intimation regarding such merger before the assessment proceedings were concluded. The only argument of the appellant is that it had filed a letter with CIT, Circle - 6, Chennai informing him about the merger of the above entity with M/s. Infosys BPO Ltd. However informing the CIT about the merger cannot be equated with informing the AO holding jurisdiction over the appellant. No reasons have been furnished by the appellant for not intimating the same to AO. It is noted that the AO was informed about the merger only subsequently i.e. much after the assessment order was passed by the AO on 27.09.2010. This was done by the appellant vide letter dated February 4, 2011 and thereafter vide letter dated 23.08.2011, wherein the AO was requested to transfer the records from Chennai to Bangalore as PANF had got merged with M/s. Infosys BPO Ltd. So there is merit in the submission of the AO that since the appellant itself had failed to inform the AO about the m....
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....t of the approved scheme of amalgamation, the jurisdictional notice was issued only in its name. The basis on which jurisdiction was invoked was fundamentally at odds with the legal principle that the amalgamating entity ceases to exist upon the approved scheme of amalgamation. Participation in the proceedings by the appellant in the circumstances cannot operate as an estoppel against law. 10. The learned Counsel therefore submitted that the Assessment Order passed in the name of a non-existent entity is Null in the eyes of law and has to be annulled. Learned DR however pointed out that in the decision rendered by the Hon'ble Supreme Court in the case of Maruti Suzuki (supra), the AO was informed of the amalgamation and the fact that the company which was sought to be assessed had ceased to exist whereas in the present case, the Assessment Order was passed on 27.09.2010 on which date there was no intimation by the assessee with regard to factum of amalgamation. He, therefore, submitted that the decision rendered by the Hon'ble Supreme Court will not be applicable to the facts of the present case. 11. The Learned Counsel for the assessee on the other hand placed reliance o....
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....n, in the name of deceased assessee Shri Mohinder Paul Kapila with PAN: ASXPK1666P and sent at his last known address known to the Income-tax tax Department i.e. Flat No. 286, 1st Floor, D Flats, Sector 9, Pkt 1, Dwarka, New Delhi 110075. The impugned notice could not and was never served upon Late Shri Mohinder Paul Kapila. Thereafter ACIT, Circle 43(1), Delhi (hereinafter referred to as "Assessing Officer") issued notices dated 22nd August, 2019, 27th August, 2019 & 18th September, 2019 to the deceased assessee. The said notices were also neither served upon the assessee nor upon any of his legal heirs. It was contended on behalf of the revenue, similar to the contention of the learned DR in this case, that Courts had quashed notices sent to non-existent existent entities, as in all such cases the information of such non-non existence was available with the Assessing Officer prior to the issuance of notice. The Hon'ble High Court however answered the question in favour of the assessee, by observing as under: 32. This Court is of the view that in the absence of a statutory provision it is difficult to cast a duty upon the legal representatives to intimate the factum of death....