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2022 (8) TMI 137 - HC - Income TaxReopening of assessment u/s 147 - Notice issued to company merged - HELD THAT - The ratio laid down by the Hon ble Apex Court in case of Principal Commissioner of Income Tax vs. Maruti Suzuki India Ltd 2019 (7) TMI 1449 - SUPREME COURT and in case of Gayatri Microns Ltd 2019 (12) TMI 1241 - GUJARAT HIGH COURT is applicable in the facts and circumstances of the present case in view of the fact that now the notice has already been issued to the present petitioner-company under section 148 of the Income Tax Act for the assessment years involved in the present group of petitions. Accordingly we hereby allow the petitions and quash and set aside Notice issued.
Issues involved:
Challenging notice under section 148 of the Income Tax Act, 1961 for the assessment year 2015-16 due to a company merger and subsequent reassessment. Detailed Analysis: 1. Facts of the Case: The petitioner challenged a notice dated 30.03.2021 issued under section 148 of the Income Tax Act, 1961 for the assessment year 2015-16. The petitioner, formerly known as Bilfinger Neo Structo Pvt. Ltd, merged with Bilfinger Plant Equipment Pvt. Ltd. The merger was approved by the Bombay High Court, resulting in the name change to Neo Structo Construction Private Limited. 2. Legal Objections Raised: The petitioner objected to the notice issued under section 148 proposing reassessment in the name of the non-existent entity, Bilfinger Plant Equipments Pvt. Ltd, which had been merged with Bilfinger Neo Structo Pvt. Ltd. The petitioner argued that the notice to the non-existent entity cannot survive as the company merger had been legally approved. 3. Legal Precedents and Arguments: The petitioner's advocate cited the judgment of the Hon'ble Supreme Court in the case of Principal Commissioner of Income Tax vs. Maruti Suzuki India Ltd, emphasizing that jurisdictional notices issued in the name of amalgamated companies that have ceased to exist are fundamentally illegal and without jurisdiction. The petitioner also relied on the decision of the High Court in Gayatri Microns Ltd vs. Assistant Commissioner of Income Tax, which reiterated that once a company is amalgamated, it ceases to exist and cannot be subject to assessment proceedings. 4. Court Decision: After considering the submissions, the High Court agreed with the petitioner's arguments. The Court found that the notice had been issued to the present petitioner-company under section 148 of the Income Tax Act for the assessment years involved in the petitions. Therefore, the Court allowed the petitions and quashed the notices dated 30.03.2021 in Special Civil Application No. 5803 of 2022, along with other related notices in separate applications. 5. Conclusion: The High Court's judgment was based on the legal principles established by previous court decisions, emphasizing that notices issued to non-existent entities post-merger are invalid and without jurisdiction. The Court's decision to quash the notices aligned with the legal precedents cited by the petitioner, ensuring that assessment proceedings are conducted in accordance with the law and established principles of corporate mergers and amalgamations.
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