2025 (3) TMI 1384 - HC - Income Tax

Revision proceedings against company dissolved - Resolution Plan provided for the waiver and extinguishment of all the unassessed/assessed tax liabilities for the period prior to the NCLT approval date - HELD THAT - As relying on case laws Essar 2019 (11) TMI 731 - SUPREME COURT and Edelweiss 2021 (4) TMI 613 - SUPREME COURT it is clear that on the complete extinguishment of all tax liabilities of the Corporate Debtor upon the approval of the Resolution Plan on 12.10.2023 there could be no occasion whatsoever for the respondents to issue the impugned notice un/s 263 seeking to revise the Assessment Order for the Assessment Year 2015-16. Thus the merits of the impugned notice u/s 263 have become academic and need not be ventured into by this Court. Resultantly the petition succeeds and the impugned notice dated 13.01.2025 u/s 263 of the Act is hereby quashed and set aside.

Summary

1. ISSUES PRESENTED and CONSIDERED

The core legal questions considered in this judgment are:

• Whether the tax liabilities of the petitioner, which were extinguished under an approved Resolution Plan, can be revisited through a notice under Section 263 of the Income Tax Act, 1961.
• Whether the issuance of the notice under Section 263 of the Act, after the approval of the Resolution Plan, is legally valid.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1: Extinguishment of Tax Liabilities under the Resolution Plan

• Relevant legal framework and precedents: The legal framework involves the Insolvency and Bankruptcy Code, 2016 (IBC), particularly Sections 7, 30(6), and 31. The precedents include the decisions in "The Committee of Creditors of Essar Steel Ltd. Vs. Satishkumar Gupta" and "Ghanshyam Mishra and Sons Pvt. Ltd. Vs. Edelweiss Asset Reconstruction Company Ltd."
• Court's interpretation and reasoning: The Court interpreted that once a Resolution Plan is approved under Section 31 of the IBC, all claims not included in the plan are extinguished. This interpretation aligns with the Supreme Court's rulings in the aforementioned cases, emphasizing that a successful resolution applicant should not face undecided claims post-approval.
• Key evidence and findings: The Resolution Plan, approved on 12.10.2023, explicitly stated that all tax liabilities prior to the approval date, whether assessed or unassessed, are extinguished.
• Application of law to facts: The Court applied the IBC provisions and Supreme Court rulings to conclude that the petitioner's tax liabilities, being extinguished under the approved Resolution Plan, cannot be reopened through a notice under Section 263 of the Income Tax Act.
• Treatment of competing arguments: The respondent did not contest the legal position regarding the extinguishment of tax liabilities under the IBC but suggested that the Court should not delve into the merits of the Section 263 notice.
• Conclusions: The Court concluded that the issuance of the notice under Section 263 was invalid, as the tax liabilities had been extinguished under the approved Resolution Plan.

Issue 2: Validity of the Notice under Section 263 of the Income Tax Act

• Relevant legal framework and precedents: Section 263 of the Income Tax Act pertains to the revision of orders prejudicial to the interest of the revenue. The context of its application post-IBC Resolution Plan approval is critical.
• Court's interpretation and reasoning: The Court reasoned that since the Resolution Plan extinguishes all prior liabilities, the notice under Section 263, which seeks to revise an assessment order for a period covered by the extinguished liabilities, is rendered academic and without merit.
• Key evidence and findings: The Court noted that the Resolution Plan, approved by the NCLT, clearly extinguished all tax liabilities prior to the approval date, thus nullifying the basis for the Section 263 notice.
• Application of law to facts: The Court applied the principles from the IBC and the precedents to determine that the notice under Section 263 was issued without legal basis, given the extinguishment of liabilities.
• Treatment of competing arguments: The petitioner argued that the notice was invalid due to the extinguishment of liabilities, while the respondent did not contest this legal position but rather suggested avoiding a merits discussion.
• Conclusions: The Court concluded that the notice under Section 263 was invalid and quashed it, as the liabilities it sought to address were already extinguished.

3. SIGNIFICANT HOLDINGS

• Preserve verbatim quotes of crucial legal reasoning: The Court cited the Supreme Court's reasoning in Essar and Edelweiss, emphasizing that "all claims, which are not a part of resolution plan, shall stand extinguished" and that a resolution applicant should not face "undecided" claims post-approval.
• Core principles established: The judgment reinforces the principle that once a Resolution Plan is approved, all liabilities not included in the plan are extinguished, and no further proceedings can be initiated regarding those liabilities.
• Final determinations on each issue: The Court determined that the notice under Section 263 was invalid due to the extinguishment of liabilities under the approved Resolution Plan, and thus, the petition was granted, quashing the notice.