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2019 (8) TMI 910 - HC - VAT and Sales TaxValidity of revised assessment order - amalgamation - sheetanchor submission of learned counsel for writ petitioner is that the impugned orders, which are revised assessment orders under respective statutes i.e., TNVAT Act and CST Act have been made by putting the dissolved Transferor company on notice i.e., revisional notices and the impugned orders themselves have been made in the name of the dissolved Transferor company (though factum of amalgamation has been informed to Department) and therefore, the same are liable to be interfered with. HELD THAT - The submission made by learned Revenue counsel cannot be put against the writ petitioner for the simple reason that order of amalgamation itself came to be made only on 20.09.2012 though it took effect from 01.04.2011. Until the order of amalgamation is made and until the scheme of amalgamation is approved by this Court i.e., the Company Court in Madras High Court, the Transferor company could have filed returns and paid taxes in its name only. It is significant to note that even according to the counter affidavit filed by the Revenue, it has been stated with clarity and specificity that returns were filed and taxes were paid by the Transferor company up to October 2012. To be noted, date of order of amalgamation made by the Company Court is 20.09.2012. The discussion thus far, leaves this Court with the considered view that it is necessary to have the impugned revised assessments redone and completed by giving an opportunity to the Transferee entity i.e., Transferee company to make objections and show cause or in other words, reasonable opportunity. Impugned order set aside - petition disposed off.
Issues:
1. Validity of revised assessment orders made in the name of the Transferor company post-amalgamation. Analysis: The judgment pertains to six writ petitions arising from the amalgamation of a Transferor company with a Transferee company. The central issue in all petitions was the validity of revised assessment orders made in the name of the Transferor company despite its dissolution post-amalgamation. The Transferor company, 'Sudirman Paper Private Limited,' was amalgamated with 'Sripathi Paper and Boards Private Limited,' with the amalgamation taking retrospective effect from 01.04.2011. The Transferor company's dissolution was communicated to the Commercial Tax officer, yet revisional notices and revised assessment orders were issued in its name. The petitioner argued that the impugned orders were improper as they were made in the name of the dissolved Transferor company, even though the amalgamation had been notified to the tax department. The Revenue counsel contended that the Transferor company continued filing returns and paying taxes until October 2012, implying the validity of the notices and orders. However, the Court noted that the order of amalgamation was made on 20.09.2012, and until then, the Transferor company could operate independently. The Court concluded that the revised assessments needed to be redone, providing the Transferee company, Sripathi Paper and Boards Private Limited, with an opportunity to respond. The impugned orders were to be treated as show cause notices for revised assessments, with the Transferee entity required to submit objections within four weeks. The Revenue department was directed to complete the revised assessments within 12 weeks based on the objections received, ensuring compliance with the law and communicating the revised orders to the Transferee company. In summary, the judgment addressed the procedural irregularity in issuing revised assessment orders in the name of a dissolved Transferor company post-amalgamation. It directed the reassessment to be conducted with the involvement of the Transferee company, ensuring a fair opportunity for objections and compliance with the legal framework under the TNVAT Act.
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