TaxTMI 
TaxTMI 
2026 (10) TMI 421
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....n passing the impugned Order dated 05 March 2025 u/s. 201(1)/201(1A) of the Act on a non-existent entity. 1:2 The CIT(A) failed to appreciate that the Assessing Officer has framed the impugned Order on 'EMC IT Solutions India Private Limited' u/s. 201(1)/201(1A) of the Act without appreciating that the erstwhile 'EMC IT Solutions India Private Limited' merged into Dell International Services India Private Limited w.e.f. 01 April 2022 and hence, is no longer in existence. 1:3 The Appellant submits that considering the facts and circumstances of its case and the law prevailing on the subject, the impugned Order framed by the TDS Officer on a non-existent entity is illegal, null and void ab-initio and hence, ought to be set aside and the Commissioner of Income-tax (Appeals) ("CIT(A)"] ought to have held as such. 1:4 The Appellant submits that the impugned Order be held as null and void and be struck down as such. Without prejudice to the foregoing: 2:0 Re.: Erroneous levy of interest u/s. 201(1A) of the Act: 2.1 The Appellant submits that the TDS Officer/ CIT(A) erred in concluding that the Appellant is an 'asse....
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....te and/or modify in any manner whatsoever all or any of the foregoing grounds of appeal at or before the hearing of the appeal. 3. In Ground No. 1, the assessee has challenged the validity of the order passed under section 201 of the Act on the basis that it was passed on a non-existent entity, and therefore is void ab initio. 4. The brief facts of the case pertaining to this issue, as emanating from the record, are: Upon perusal of the Tax Audit Report filed by the assessee, it was observed that the assessee has failed to deduct tax on certain expenses that were subject to TDS, leading to disallowance under section 40(a)(ia) of the Act. Consequently, proceedings under section 201 of the Act were initiated vide notice dated 26.06.2024. In response to the said notice, the assessee filed a letter on 12.07.2024 intimating the Deputy Commissioner of Income Tax, TDS, Circle - 1(1), Bengaluru ("AO-TDS") that the notice dated 26.06.2024 was issued in the name of EMC IT Solutions India Pvt. Ltd. (hereinafter referred to as "erstwhile entity"), which has been amalgamated with Dell International Services India Pvt. Ltd. (hereinafter referred to as "existing entity/amalgamated company")....
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....in the name of correct amalgamated company and the reference to the erstwhile TAN is only a procedural matter, which does not vitiate the order. The learned CIT(A) further held that the present case is distinguishable from the decision of the Hon'ble Supreme Court in PCIT vs. Maruti Suzuki India Ltd., reported in (2019) 416 ITR 613 (SC). Accordingly, the learned CIT(A) dismissed the specific ground raised by the assessee challenging the validity of the order passed under section 201 of the Act on a non-existent entity. Being aggrieved, the assessee is in appeal before us. 7. During the hearing, the learned Senior Counsel submitted that even before the initiation of proceedings under section 201 of the Act vide notice dated 26.06.2024, the assessee vide its letter dated 10.05.2023 intimated the AO-TDS regarding the merger of the erstwhile entity. It was submitted that despite the specific intimation, the AO-TDS issued a notice in the name of the erstwhile entity. It was further submitted that even in the reply to the said notice, the assessee again brought to the attention of the AO-TDS the fact of amalgamation of the erstwhile entity with the amalgamated company. However, despit....
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....e erstwhile entity, was amalgamated with Dell International Services India Pvt. Ltd., i.e. the amalgamated company, with effect from the appointed date 01.04.2022. In the present case, there is no dispute on this fact, as the order passed under section 201 duly notes it in the first paragraph. We find that on 10.05.2023, i.e. well before the initiation of any proceedings under section 201 of the Act for the year under consideration, the assessee filed a letter with the office of the Assistant Commissioner of Income Tax, TDS, Circle - 1 (1), Bengaluru intimating the amalgamation of the erstwhile entity. The assessee also furnished a copy of the order passed by the Hon'ble National Company Law Tribunal, Bengaluru, approving the Scheme of Amalgamation. From the perusal of the said letter, which forms part of the paper book on Page 15, we find that the assessee requested that the TDS compliance on the erstwhile entity would henceforth be undertaken through the TAN of the amalgamated company. Accordingly, the assessee requested that these developments be taken on record and that all future communications concerning the erstwhile entity be made with the amalgamated company. We find that ....
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....n the decision of the Hon'ble Supreme Court in Sky Light Hospitality LLP (supra) for distinguishing the present case from Maruti Suzuki India Ltd. (supra) is completely misplaced. It is further pertinent to note that in Sky Light Hospitality LLP (supra), the validity of the notice issued under section 148 of the Act on the non-existing entity was challenged. However, in the present case, the assessee is challenging the validity of the order passed under section 201 of the Act in the name of the non-existing entity. 11. Insofar as the decision of the Hon'ble Supreme Court in Mahagun Realtors Pvt. Ltd. (supra), placed reliance upon by the learned CIT(A), we find that in the facts of that case, no intimation regarding the fact of amalgamation was filed before the Revenue authorities and the taxpayer in that case also suppressed the fact of amalgamation in the return filed under section 153A of the Act post-amalgamation. From the careful perusal of the aforesaid decision, we find that the Hon'ble Supreme Court also took into consideration the conduct of a taxpayer before all forums, commencing from the date of the search, consistently representing itself as the assessee. Thus, in th....