TaxTMI 
TaxTMI 
TaxTMI 
2024 (10) TMI 705
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....rder as invalid and nullity holding that the assessee company had already got amalgamated with M/s.Gordon Woodroffe Ltd., which is still in existence and not been liquidated ? (ii) Is not the finding of the Tribunal bad in quashing the assessment on the ground that the order passed was on non existence company which was in fact amalgamated with M/s.Gordon Woodroffe Ltd., and defects if any is curable as per the provisions of Section 292B of the Income Tax Act? 2. The facts of the case in nutshell : 2.1. That M/s.Shaw Wallace Properties Limited was an Assessee and the relevant Assessment Years is AY 2000-01 and AY 2002-03. Insofar as AY 2000-01, Assessment order was issued on 31.03.2003, as against which, the matter has gone to CIT (Appe....
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....1.2008. 2.6. Therefore both the orders of the CIT (Appeals), dated 15.01.2008 and 30.01.2008 for the Assessment Year 2000-2001 and AY 2002-03 respectively were under challenge before the Income Tax Appellate Tribunal in ITAT Nos.896 & 897/Kol/2008. 2.7. Both the Income Tax Appeals were decided vide Common Order, the ITAT dated 17.01.2014. The ITAT allowed both the Income Tax Appeals filed by the respondent Assessee. 2.8. It is interesting to be noted that the transferor company has taken a ground that after the merger or amalgamation which has taken effect from 30.09.2001, the transferor company was no more in existence, therefore no assessment could have been made and therefore the order passed by the Assessing Officer were a nullity. ....
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.... that, even though the merger had been taken place w.e.f. 30.09.2001, that was not been brought to the notice of the Assessing Authority. Moreover the first assessment order, dated 31.03.2003 though had been taken on appeal up to the ITAT, it was set aside and the case was remitted back on the ground of violation of principles of natural justice. 4. He would also submit that, thereafter the Assessing Authority had issued notice to the transferee company at Chennai address, which was received. However, no one appeared before the Assessing Authority. Therefore, based on the available materials, the Assessing Authority, completed the assessment and passed the order. 5. He would also submit that, as per the return, dated 28.11.2000 for the AY....
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....at property shall be transferred to and vest in, and those liabilities shall be transferred to and become the liabilities of, the transferee company; and in the case of any property, if the order so directs, freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect." Section 394 (4) (a)defined "property" for the purpose of devolution of assets and liabilities: "394....(4) In this section- (a) " property" includes property, rights and powers of every description and" liabilities" includes duties of every description; and.. 18. Amalgamation, thus, is unlike the winding up of a corporate entity. In the case of amalgamation, the outer shell of the corporate entity is undoubtedly destroyed; it ce....
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.... which was questioned before the CIT (Appeals) was allowed by the ITAT and on the said ground, ITAT ultimately quashed two assessment order for the AY 2000-01 and AY 2002-03. 10. In this context, it is to be noted that, for the AY 2000-01, the appeal was filed before the CIT (Appeals) on 29.01.2007 by the GWL Properties Ltd., i.e., Transferee company and for the AY 2002-03, the CIT (Appeals) was filed on 25.05.2005 by M/s. Shaw Wallace Properties Ltd., i.e., Transferor company, which according to the assessee was not in existence with effect from 30.09.2001. 11. Since very transferor company was not in existence after 30.09.2001, the transferor company viz M/s. Shaw Wallace Properties Ltd., could not have filed appeal before the CIT (Appe....
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....rts owing to liability of the transferor company, appeal was filed and pursued. 15. A notice to the assessee was also issued at its Chennai address. Since it was not responded, the AO proceeded to conclude the assessment, as the ITAT has remitted the matter back to the AO to do the same. 16. That being the position, it cannot be held that the Assessment Order passed by the AO was a nullity. An assessee cannot wriggle out of the assessment proceeding. At the same time, since there has been no effective hearing to the transferee company whereby, the claim for long term capital has been rejected to the extent of Rs. 1,18,48,680/- and was assessed to income, to that extent, the Assessment Order also can be said to be invalid. 17. Since all t....