2022 (1) TMI 31 - AT - Income Tax

Assessment against amalgamating company - HELD THAT - We find the Hon ble Supreme Court in the case of Maruti Suzuki India Limited 2019 (7) TMI 1449 - SUPREME COURT by following its own order in batch of Civil Appeals, the lead appeal being Spice Infotainment 2011 (8) TMI 544 - DELHI HIGH COURT has held that the assessment in the name of a company which has been amalgamated and dissolved is null and void. Hon ble Supreme Court held the passing of assessment order against the amalgamating company is a substantive illegality and not a procedural violation of the nature adverted to in Section 292B of the Act. In this case, final assessment order has been passed dated 27.03.2021 in the name of Trizetto Services India Private Limited which has ceased to exist as per Scheme of amalgamation w.e.f. 01 April, 2018 and as has been certified by Confirmation order of Scheme of Amalgamation by Regional Director (SR) dated 06.09.2019, Chennai. All these information was intimated by the assessee to the Department vide letter (supra.) at various offices i.e. the office of Assistant Commissioner of Income Tax, Circle-7, Pune dated 1st November, 2019 and also filed at the office of Pr. Commissioner of Income Tax, IT, Pune dated 4th November, 2019. In spite of these efforts by the assessee for properly intimating the department about the amalgamation and regarding the fact that Trizetto Services has been amalgamated with CTS India and has ceased to exist, still the Department had passed the final assessment order in the name of Trizetto Services. Therefore, as held by the Hon ble Supreme Court (supra.), the assessment in the name of a company which has been amalgamated and dissolved has to be declared null and void.

Summary

Issues Involved:
1. Delay in filing the appeal.
2. Legal issue regarding the procedural irregularity in the issuance of the final assessment order in the name of a non-existent entity.

Detailed Analysis:

1. Delay in Filing the Appeal:
The appeal was time-barred by 75 days. The assessee’s counsel cited the Hon’ble Supreme Court’s directions in Suo Moto Writ Petition (Civil) No.3 of 2020, dated 8th March 2021, which considered the COVID-19 situation and prevailing limitations. The delay was attributed to the pandemic, and it was neither deliberate nor intentional. The Revenue did not object to the condonation. The Tribunal, abiding by the Supreme Court’s directions, condoned the delay, finding it justified under the circumstances.

2. Procedural Irregularity in Issuance of Final Assessment Order:
The core legal issue was whether the final assessment order passed in the name of TriZetto Services India Private Limited, which had ceased to exist due to amalgamation, was valid. The assessee had informed the Department of the amalgamation with Cognizant Technology Solutions India Private Limited (CTS India) effective from 1st April 2018, as sanctioned by the Ministry of Corporate Affairs. Despite this, the Department issued the draft and final assessment orders in the name of the non-existent TriZetto Services.

The Tribunal noted the following key points:
- The amalgamation was effective from 1st April 2018, and TriZetto Services ceased to exist thereafter.
- The Department was duly informed via a letter dated 25th October 2019, and the information was acknowledged by various tax offices.
- The Dispute Resolution Panel (DRP) acknowledged the amalgamation but directed the Assessing Officer to mention the present and former names of the company in the final assessment order, which was not followed.

The Tribunal referred to the Hon’ble Supreme Court’s rulings in Maruti Suzuki India Limited and Spice Infotainment, which held that an assessment order passed in the name of a non-existent entity due to amalgamation is null and void, constituting a substantive illegality, not a procedural violation under Section 292B of the Act.

Judgment:
The final assessment order dated 27th March 2021, issued in the name of TriZetto Services India Private Limited, was declared null and void. The Tribunal quashed the order, allowing the assessee’s appeal on this legal ground. Consequently, other grounds of appeal were rendered academic and not addressed.

Conclusion:
The appeal was allowed, and the final assessment order was quashed due to the procedural irregularity of issuing it in the name of a non-existent entity post-amalgamation. The judgment emphasized adherence to legal principles regarding the validity of assessment orders in cases of corporate amalgamations.