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2014 (8) TMI 791 - AT - Income TaxOrder passed against non-existent entity as the company as merged into another company Jurisdiction of AO Diminution in the value of shares Treatment of stock in-trade Held that - The assessee company got merged with M/s Slocum Investment Pvt. Ltd. w.e.f. 1-4-2000 vide order dated 27-8-2001 - The notice u/s 143(2) was issued on 28-11-2001 and it was issued against a company which was non-existent - all subsequent proceedings including passing of the assessment order in consequence to the notice were bad in law - Relying upon SPICE ENTERTAINMENT LTD. Versus COMMISSIONER 2011 (8) TMI 544 - DELHI HIGH COURT Ltd. - the AO was duly informed of amalgamation vide letter dated 15-2-2002, which fact has been taken note by the AO in his assessment order also - the assessment order cannot be sustained because now it is well settled law that on amalgamation a company ceased to exist from the appointed date thus, the order of the CIT(A) is set aside Decided in favour of Assessee.
Issues Involved:
1. Legality of the assessment order passed in the name of a non-existent entity. 2. Confirmation of the addition by disallowing the loss arising from diminution in the value of shares. 3. Disallowance of finance charges claimed as a deduction under sections 36(1)(iii) and 37 of the Income-tax Act. 4. Direction for addition of finance charges as the cost of acquisition/improvement of shares for computing capital gains. 5. Invocation of section 14A of the Income-tax Act for disallowance of interest/expenditure. Issue-wise Detailed Analysis: 1. Legality of the Assessment Order Passed in the Name of a Non-Existent Entity The primary issue was whether the assessment order passed under section 143(3) of the Income-tax Act in the name of M/s Vama Sundari Investment (P) Ltd., a non-existent entity due to its amalgamation with M/s Slocum Investment Pvt. Ltd., was valid. The assessee argued that the assessment was void ab initio as it was completed in the name of a dissolved company. The CIT(A) rejected this contention, relying on section 124(3) and the fact that the assessee had not objected during the assessment proceedings. However, the Tribunal held that the assessment order was bad in law since the notice under section 143(2) was issued to a non-existent entity, and all subsequent proceedings were invalid. The Tribunal relied on multiple judicial precedents, including the Delhi High Court's decision in Spice Entertainment Ltd., which emphasized that an assessment on a dissolved company is impermissible. 2. Confirmation of Addition by Disallowing Loss from Diminution in Value of Shares The assessee contested the addition of Rs. 1,26,09,400/- by the AO, who treated the loss from diminution in the value of shares of Network Limited as an investment rather than stock-in-trade. The CIT(A) upheld this disallowance, concluding that the shares were acquired as an investment. The Tribunal did not adjudicate this issue since it had already declared the assessment order void. 3. Disallowance of Finance Charges Claimed as Deduction The assessee challenged the disallowance of finance charges amounting to Rs. 1,44,70,781/- under sections 36(1)(iii) and 37 of the Act. The CIT(A) confirmed the disallowance, applying section 14A, arguing that the expenditure was related to income claimed as exempt. The Tribunal did not address this issue due to the invalidity of the assessment order. 4. Direction for Addition of Finance Charges as Cost of Acquisition/Improvement The assessee sought a direction for the addition of finance charges as the cost of acquisition or improvement of shares for computing capital gains. This issue was also not adjudicated by the Tribunal following its decision on the primary issue of the assessment order's validity. 5. Invocation of Section 14A for Disallowance of Interest/Expenditure The assessee argued that the invocation of section 14A was barred for the assessment year 2000-01 due to a proviso to section 14A. The Tribunal did not address this issue, given its ruling on the invalidity of the assessment order. Conclusion The Tribunal concluded that the assessment order was invalid as it was passed in the name of a non-existent entity, M/s Vama Sundari Investment (P) Ltd., post its amalgamation with M/s Slocum Investment Pvt. Ltd. Consequently, the Tribunal allowed the appeal, declaring the assessment order void ab initio and did not adjudicate the other grounds raised by the assessee.
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