TaxTMI 
TaxTMI 
2025 (11) TMI 215
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....3(1) of the Act. It was the submission that the assessment was reopened by issuing of notice u/s. 148 of the Act dated 31.03.2017. It was the submission that the assessee had contended that M/s Bavaria Poly Pvt. Limited, which held the PAN No.AABCB 4653 N had been amalgamated with the assessee company M/s Kkalpana Industries (India) Limited on 1.10.2010 and on account of technical dissolution of M/s Bavaria Poly (P) Ltd. having the above mentioned PAN Number, the notice issued u/s. 148 of the Act dated 31.03.2017 was invalid. The Assessing Officer had treated the amalgamation as technical dissolution and had continued with the reassessment proceedings in the hands of M/s Kkalpana Industries India Limited by holding that the notice issued u/s. 148 of the Act in the name of erstwhile company was mere irregularity and would not make the reassessment nullity. The notice u/s. 142(1) was issued. There was non-compliance by the assessee and the assessment came to be completed wherein an addition of Rs. 3,02,81,162/- was treated as the unexplained cash credit u/s. 68 of the Act. It was the submission that the ld. CIT(A) had following the decision of the Hon'ble Supreme Court in the case of....
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....y filed stating the Mis Bavaria Poly Private Limited having PAN AABCH4653N has no existence as on 31-03-2017 by virtue of amalgamation with Mis Kalpena Industries Limited vide judgment of the Hon'ble Calcutta High Court dated 28.07.2011 we.f. 01.04.2010. Copy enclosed at page 2-3 along with the submissions 29-12-2017 Assessment Order was passed wis 144/147 of the Act in the PAN of M/s Bavaria Poly Private Limited Le AABCB4653N Now, it is humbly submitted that the assessee vide letter 28-08-2013 has informed the learned AO that Mix Bavaria Poly Private Limited having PAN AABCB4653N has been amalgamated with M's Kalpana Industries Limited vide Hon'ble Calcutta High Court dated 28.07.2011 w.e.f. 01-04-2010 Further, the learned DETTI&C), Kolkata in his notice dated 03-02-2015 issued u/s 133(6) of the Act in the name of the amalgamated company, M/s Kalpana Industries Limited has himself confirmed that the Income Tax Department is in possession of information that there has been an amalgamation approved by ROC Kolkata during the financial year 2011-12 The above facts duly suggest that it was very much in the knowledge of the Income Tax Depa....
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....rrangement in amalgamation too 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 substantially the shareholders in the company which is to carry on the blended undertakings There may be amalgamation either by the transfer of too or more undertakings to a neo company, or by the transfer of one or more undertakings to an existing company, Strictly amalgamation' does not cover the mere acquisition by a company of the share capital of other company which remains in existence and continues its undertaking but the context in which the term is used may shoo that it is intended to include such an acquisition See: Halsbury's Laos of England (4th edition volume 7 para 1539). Too companies may join to form a new company, but there may be absorption or blending of one by the other, both amount to amalgamation. When too companies are merged and are so joined, an to form a third company or one is absorbed into one or blended with another, the amalgamating company los....
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....notice impugned in companion Writ Petition No. 2955 of 2022 under section 148 of the Act dated 30th March 2021, order of assessment dated 30th March, 2022, penalty notice dated 30th March, 2022, notice of demand dated 30th March, 2922 and other connected proceedings thereto, are also set aside 11. The writ petitions are disposed of accordingly." Aggrieved, SLP was filed by the Department before the Hon'ble Supreme Court which was dismissed by the Hon'ble Apex Court vide judgment dated 08-01-2024 reported in [2024] 158 taxmann.com 242 (SC) Copy of the judgment is enclosed at page 9-14 along with the submissions Hence, in view of the above judgment, the notice issued u/s 148 of the Act in the name and PAN of a non-existent company was in itself not as per law and without jurisdiction and similarly the consequent order passed u/s 144/147 of the Act dated 29-12-2017 in the PAN of a non-existent company as on that date is also not as per law. Therefore, the entire assessment proceedings is without jurisdiction and was rightly quashed by the learned CIT(A) vide his order dated 10-07-2024. Ground 2 of Departmental Appeal: in th....
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....by section 154 would stand restricted to an inadvertent or unintentional error. The appellant has woefully failed to establish that the order of assessment as originally framed was intended to be in respect of the affairs of Vedanta, the respondent herein, or made cognizant of the factum of merger. The revenue has also failed to draw any recital or observation forming part of the order of assessment which may have been representative of a consciosa intent of the Assessing Officer to frame an assessment in the name of the resultant entity and the order drawn in the name of Cairn being an accidental or Inadvertent error (Para 17) It is an indubitable fact that the Assessing Officer proceeded to draw the order of assessment using the expression "formerly known as". The appellant thus failed to acknowledge the merger even at this stage. The usage of the expression formerly known as is indicative of them presuming that the amalgamation was akin to a change to the façade of a legal entity as opposed to a fundamental alteration and the merger giving rise to a new being Bearing in mind the fundamental error which beset the order of the TPO, the said decision would clearly n....
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....(A) is liable to be upheld. 8. We have considered the rival submissions. A perusal of the facts in the present case clearly shows that when the notice u/s. 148 of the Act was issued in the name of M/s Bavaria Poly Pvt. Ltd., the assessee has intimated the Assessing Officer that the said company has merged with M/s Kkalpana Industries India Limited by the judgment of the Hon'ble Jurisdictional High Court dated 28.07.2011 w.e.f. 01.04.2010. This was also intimated to the Assessing Officer vide letter dated 27.08.2013. The Assessing Officer who has passed the assessment order is also the same officer to whom the letter has been issued. Even otherwise in 2015 notice has been issued to M/s Kkalpana Industries India Limited in regard to the amalgamation. Thus, the revenue was well aware of the amalgamation and the non-existence of M/s Bavaria Poly Private Limited. The notice has been issued by the Assessing Officer u/s. 148 of the Act on 31.03.2017 and the PAN in the assessment is that of M/s Bavaria Poly Private Limited. This is much after the revenue having been intimated regarding the amalgamation of M/s Bavaria Poly Pvt. Ltd. with M/s Kkalpana Industries India Ltd. Even in the not....
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....शालय (आसूचना व आपराधिक अनà¥à¤µà¥‡à¤·à¤£ ), कोलकाता Directorate of Income Tax (Intelligence & Criminal Investigation, Kolkata आयकर à¤à¤µà¤¨ (à¤à¤¨à¥‡à¤•à¥à¤¸), पी-13. चौरंगीसà¥à¤•à¥à¤µà¤¾à¤¯à¤°. तà¥à¤°à¤¿à¤¤à¥€à¤¯ तल, कोलकाता - 200069. Aayakar Bhawan (Angexe), P-13 Chowringhee Square, Kolkata-700069 Ph. No -033-2213-6330 No. ITO( Int.& Cr. tuv) 3/Amalgamation/Notice u/s. 133(6)/ Kol/2014-15/ 491. Dated : 03/02/2015 To The Director. KALPENA INDUSTRIES LIMITED 2B. PRETORIA STREET, KOLKATA - 700071 Sir. Sub: Calling of information under section 133(6) of the Income Tax Act, 1961 in respect of Amalgamation of companies with your company as approved by ROC. Kolkata in the financial year-2011-12 -Matter regarding Ref: This office notice u/s. 133(6) of the Act dated 15.12.2014 Please refer to above notice, you have ....