2023 (2) TMI 469

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....nder Section 14 of the Income Tax Act 1961 ("the Act") as also the order of assessment passed under Section 147 r8w Sections 144 and 144B of the Act dated 31st March 2022F for the assessment year 2017-1 F on the ground that the notice under Section 14 of Act was issued in the name of a non-existent company. 2. Briefly stated the material facts are as under: A notice dated 31st March 2021 under Section 14 of the Act for the assessment year 2017-1 was issued in the name of Laysin BPO Pvt. Ltd. proposing to reopen the assessment on the ground that income had escaped assessment within the meaning of Section 147 of the Act. In response to the said notice the Petitioner herein CLSA India Private Limited informed the Responden....

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....ing the name of the assessee as Laysin BPO Pvt. Ltd. 5. This is clearly untenable in view of the Apex Court judgment in Saraswati Industrial Syndicate Ltd. vs. CIT 186 ITR 278 (SC).  wherein the following principles were formulated: "5. Generally where only one company is involved in change and the rights of the shareholders and creditors are varied it amounts to reconstruction or reorganisation or scheme of arrangement. In amalgamation two or more companies are fused into one by merger or by taking over by another. Reconstruction or 'amalgamation' has no precise legal meaning. The amalgamation is a blending of two or more existing undertakings into one undertaking the shareholders of each blending company become su....

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....rated the aforementioned principles and held as under: "33. In the present case despite the fact that the assessing officer was informed of the amalgamating company having ceased to exist as a result 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. This position now holds the field in view of the judgment of a co-ordinate Bench of two learned judges which dismissed the appeal of the Revenue in Spi....