2022 (2) TMI 280 - AT - Income Tax

Validity of assessment against name of amalgamating company and not the name of amalgamated company - HELD THAT - We hold that assessment order passed by the assessing officer in the name of a non existing company, despite having prior information provided by the assessee and such facts recorded in the assessment order, suffers from jurisdictional defect and, therefore, same deserves to quashed.

Summary

Issues:
Validity of reassessment order due to the non-existence of the company at the time of assessment.

Analysis:
The appellant challenged the reassessment order passed by the assessing officer, arguing that the company, Solectron EMS India Ltd., had merged with Centum Electronics Ltd. and no longer existed as a separate entity. The appellant contended that the assessment order made in the name of the non-existent company was invalid. The appellant cited legal precedents to support the argument that an assessment cannot be made on a non-existent company. The assessing officer had passed the assessment order in the name of "Solectron EMS India Ltd. (since merged with Centum Electronics Ltd.)", despite being aware of the merger. The Tribunal noted that the company ceased to exist as per the merger approved by the High Court, and the assessment order on a non-existent entity was without jurisdiction. Citing the Supreme Court's decision in a similar case, the Tribunal held that the assessment order passed on a non-existent entity was invalid and should be set aside.

The Tribunal found that the assessing officer's actions were fundamentally at odds with the legal principle that the amalgamating entity ceases to exist upon the approved scheme of amalgamation. Despite the participation of the appellant in the assessment proceedings, the assessment order in the name of a non-existent company was deemed invalid. The Tribunal referred to the Supreme Court's ruling, emphasizing the importance of consistency and certainty in tax litigation. The Tribunal concluded that the assessment order passed in the name of a non-existing company, despite prior information provided by the appellant, suffered from a jurisdictional defect and should be quashed. Consequently, the Tribunal allowed Grounds 1-3 of the appeal on the legal issue raised, rendering the other grounds on merits academic.

In summary, the Tribunal upheld the appellant's challenge to the reassessment order due to the non-existence of the company at the time of assessment, citing legal precedents and emphasizing the importance of jurisdictional correctness in tax assessments. The Tribunal's decision to set aside the assessment order on a non-existent entity underscored the need for consistency and certainty in tax litigation.