TaxTMI 
TaxTMI 
2026 (3) TMI 1027
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....y. 3. Brief 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 19.05.2023, the National Company Law Tribunal (NCLT) approved the scheme of amalgamation of JSW Vallabh Tinplate Private 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 26.06.2023. 4. It is submitted by the Petitioner that pursuant to the amalgamation, the Petitioner vide its letter dated 29.06.2023 (annexed as Exhibit H to the Writ Petition) duly communicated the Authorities about the amalgamation of the erstwhile/transferor company named 'JSW Vallabh Tinplate Private Limited' (hereinafter referred to as "JSW Vallabh Tinplate"). 5. Meanwhile, for A.Y. 2022-23, Respondent No. 1 issued Notice dated 02.06.2023 under Section 143(2) of the Act in the name of JSW Vallabh Tinplate intimating that its case has been sele....
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.... scheme of amalgamation being sanctioned, the 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 non-existent 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) Va....
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....e in the name of JSW Vallabh Tinplate; 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 JSW Vallabh Tinplate. 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 Court in the case of Principal Commissioner Income Tax Vs. Maruti Suzuki India Ltd. (supra), wherein it was inter alia held as under:- "36. 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 coordinate Bench of two learned Judges which dismissed the appeal ....
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.... 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 Reliance Industries Ltd V/S P. L. Roongta [(2025) 171 taxmann.com 467 (Bombay)] wherein the ratio of Mahagun Realtors (P) Ltd. (supra) was distinguished on the ground of prior intimation of amalgamation to the Assessing Officer and the conduct of the assessee throughout the proceedings. We find that in the present case the Petitioner had duly informed the Respondents of the amalgamation and had objected to the jurisdiction at the earliest possible opportunity. Hence, the decision rendered by the Hon'ble Supreme Court in Mahagun Realtors (P) Ltd. (supra) is wholly inapplicable to the factual situation in the present matter. 16. We find that the reliance placed by the Respondent on the decision of the Hon'ble Madras High Court in the case of Vedanta Limited (supra) is also misplaced. It appears that in the case of Vedanta Limited (supra), the error pe....