TaxTMI 
TaxTMI 
2026 (3) TMI 562
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....f facts of the case are that the Petitioner in the present case ('JSW Steel Coated Products Limited') is a company incorporated under the Companies Act, 1956, engaged in the manufacturing of steel including special steel products. Vide Order dated 30.01.2023, the National Company Law Tribunal (NCLT) approved the scheme of amalgamation of M/s Hasaud Steel Limited ("erstwhile/transferor company') with the Petitioner, whereby the former company got amalgamated into the Petitioner. Pursuant to the NCLT Order, Form No. INC-28 for notice of order of the Tribunal was filed with the Registrar of Companies ('RoC') on 23.02.2023. 4. It is submitted by the Petitioner that pursuant to the amalgamation, the Petitioner vide its letter dated 02.03.2023 (annexed as Exhibit F to the Writ Petition) duly communicated the details about the amalgamation of the erstwhile/transferor company named 'Hasaud Steel Limited' (hereinafter referred to as "Hasaud") to the respective jurisdictional authorities of the Petitioner and that of Hasaud. 5. Despite the fact of the amalgamation being duly communicated by the Petitioner, for A.Y.2022-23, Respondent No. 1, vide its Notice dated 02.06.2023 (annexed as ....
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....he amalgamating company/transferor company ceases to exist in the eyes of law as held by the Hon'ble Apex Court in the case of Saraswati Industrial Syndicate Ltd v. CIT [1990] 53 Taxman 92 (SC) and PCIT v. Maruti Suzuki India Ltd. [2019] 107 taxmann.com 375 (SC). Once, such transferor company ceases to exist, it cannot fall within the definition of a 'person' as defined under Section 2(31) of the Act. Consequently, no proceedings can be conducted in respect of a 'person' which no longer exists. Thus, the notices and the impugned Assessment Order having been issued in the name of a nonexistent entity, were void-ab-initio and bad in law. In support of this contention, Mr. Mundhra relied upon the following judicial precedents:- (i) Spice Entertainment Ltd. v. CST [(2012) 247 CTR 500 (Delhi HC)] (ii) Alok Knit Exports Ltd. v. DCIT [WP No. 2742/2019 decided on 10th August 2021 (Bom.)] (iii) New Age Buildtech Private Limited v. NFAC [WP/5308 /2022 decided on 26th April 2023 (Bom.)] (iv) J. M. Mhatre Infra Pvt. Ltd. v. The Union of India [WPL/16514/2023 decided on 16th December 2025 (Bom.)] (v) Vahanvati Consultants Pvt. Ltd. v. ACIT [WP No. 35....
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....therefore, the proceedings could not be said to be without jurisdiction. 11. In rejoinder, Mr. Mundhra, the learned counsel appearing on behalf of the Petitioner, specifically rebutted the arguments advanced by the Respondent, in view of the facts mentioned hereinabove. 12. We have heard both the parties at length and have also perused the records produced before us and also the affidavit in reply filed by the Respondents. It is an undisputed fact that the Petitioner had made Respondent No. 1 aware about the amalgamation of "Hasaud Steel Limited" with the Petitioner before the initiation of assessment proceedings for A.Y.2022-23 as well as during the assessment proceeding for A.Y. 2022-23. Despite the aforesaid, Respondent No. 1 issued the Notices under Section 142(1) in the name of Hasaud; proceeded to issue the Show Cause Notice in the name of Hasaud; and ultimately even passed the order of assessment, issued notice of demand under Section 156 and issued a penalty notice, all in the name of Hasaud. 13. We find that the issue regarding the invalidity of a notice issued to a non-existent entity is no longer res integra and is covered by the decision of the Hon'ble Supreme ....
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....a) because- (i) in that case, there was no intimation by the resultant company i.e., Mahagun India Pvt. Ltd., regarding the amalgamation of Mahagun Realtors (P) Ltd. into them, to the Income Tax Authorities; (ii) the Assessment Order was made in the name of both the amalgamating company and the resultant company; and (iii) the resultant company also participated in the assessment proceeding holding itself out as the amalgamating company. 15. In the present case, however, the fact of amalgamation was duly intimated to the Respondents well before the initiation of assessment proceedings. The Petitioner had, at the very threshold, objected to the continuation of the assessment proceeding in the name of a non-existent entity and had consistently maintained such objection throughout. In this regard, we also refer to the judgment of the Hon'ble Madras High Court in the case of Pharmazell (India) Private Limited vs. Assistant Commissioner of Income Tax, Chennai [2024 (7) TMI 1436 (Madras High Court)]; the judgment of the Hon'ble Delhi High Court in International Hospital Limited vs. DCIT Circle 12 & Ors. [TS-715-HC-2024 (DEL)]; and a decision of this Court in....
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....ceedings are continued and an Order of Assessment is passed in the name of a non-existent company, the Order of Assessment would be void; (c) The judgment of the Apex Court in the case of PCIT v. Maruti Suzuki India Ltd. (supra) which held that if despite informing the assessing officer, the jurisdictional notice was issued in the name of the erstwhile company, then the basis on which the jurisdiction was invoked was fundamentally at odds with the legal principle that the amalgamating entity ceases to exist upon the approval of the scheme of amalgamation, and participation in the proceedings by the assessee cannot operate as an estoppel against law; (d) Consequent to the above, this Court has consistently held that issuance of notice/order in the name of a non-existent entity is bad in law. We have recently endorsed this view in the case of J. M. Mhatre Infra Pvt. Ltd. (Erstwhile J M Mhatre, Partnership firm) v. UOI [WPL 16514 OF 2023 decided on 16th December 2025] and Paras Defence and Space Technologies Ltd. vs. Deputy Commissioner of Income Tax 15(1)(1) and Others [Writ Petition No. 4934 of 2022 decided on 27th January 2026]. 18. Thus, in our view, consideri....