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TMI Blog2019 (12) TMI 1241X X X X Extracts X X X X X X X X Extracts X X X X ..... nger res integra. The Apex Court in the case of Principal Commissioner of Income Tax vs. Maruti Suzuki India Limited [2019 (7) TMI 1449 - SUPREME COURT] in paragraph 33, has categorically held that if the company has ceased to exist as a result of the approved scheme of amalgamation then in that case, the jurisdictional notice issued in its name would be fundamentally illegal and without jurisdiction. It is also held that upon the amalgamating entity ceasing to exist, it cannot be regarded as a person under subsection (31) of section 2 of the Act; against whom assessment proceedings can be initiated. Participation by the amalgamated company in the proceedings would be of no effect as there is no estoppel against law. the notice dated 25th March, 2019 issued by the respondent under the provisions of section 148 of the Act for the assessment year 2012-13, being without jurisdiction, is not sustainable. - Decided in favour of assessee. - R/SPECIAL CIVIL APPLICATION NO. 13871 of 2019 - - - Dated:- 24-12-2019 - HONOURABLE MS.JUSTICE HARSHA DEVANI And HONOURABLE MS. JUSTICE SANGEETA K. VISHEN JAIMIN A GANDHI FOR THE PETITIONER MRS MAUNA M BHATT FOR THE R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... return filed by the petitioner under the heading Holding Status , further details were provided below the column Business Organisation that is, the status of the afore-stated three companies having been amalgamated with the petitioner. 2.4 For the assessment year 2015-16, the Income Tax Officer Ward-2(1)(1), Ahmedabad had sought for certain information vide his letter dated 1st September, 2017. Apropos which, the petitioner had submitted the details wherein it had been categorically informed that by virtue of the order passed by the High Court of Gujarat, the amalgamation has taken place amongst the three companies, viz. the petitioner - Gayatri Microns Limited, Gayatri Mine-Chem Limited Gayatri Fillers Private Limited and Gayatri Integrated Services Private Limited. Along with said information, the order dated 18th June, 2015 passed by this court was also furnished to the Income Tax Officer, Ward-2(1)(1), Ahmedabad. 2.5 The respondent, on 25th March, 2019, issued a notice under section 148 of the Act for the assessment year 2012-13 to the Gayatri Integrated Services Private Limited, indicating that the respondent has reason to believe that income chargeable ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e is no procedural irregularity as alleged by the petitioner. It has been urged that in absence of any illegality in the proceedings, notice issued under section 148 of the Act is a valid and legal. 5. Mr. Jaimin Gandhi, learned advocate for the petitioner, vehemently submitted that the action of the respondent, in issuing the notice under section 148 of the Act is illegal. It is further submitted that the respondent has proposed to reopen the proceedings against a non-existing entity, that is, Gayatri Integrated Services Private Limited inasmuch as, it has got amalgamated with the petitioner and thus, it has ceased to exist. It is thus submitted that the reopening of the assessment by issuing the impugned notice dated 25th March, 2019 under section 148 of the Act, is bad in law and without jurisdiction. 5.1 Mr. Gandhi, then submitted that immediately after the passing of the order dated 18th June, 2015 under the provisions of the Companies Act, the respondent was informed about the amalgamation. Thereafter, during the assessment proceedings for the year 2015-16, all the details were provided to the Income Tax Officer, Ward-2(1)(1); further followed by a communi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e said case has observed and held that if the Assessing Officer was informed about the factum of amalgamation of the transferor company with the transferee company and the transferor company having ceased to exist as a result of the approved scheme of amalgamation; the jurisdictional notice issued would be illegal and bad. Mr Gandhi further submitted that the Apex Court has categorically observed that the basis on which jurisdiction was invoked was fundamentally at odds with the legal principle and participation in the proceedings by the party concerned cannot operate as an estoppel against the law. 5.5 Mr. Gandhi further placed reliance on the judgment of this court in the case of Dharmnath Shares Services (P) Ltd. vs. Assistant Commissioner of Income Tax Cen. Cir. 1(2) of this court reported in (2018)94 taxmann.com 458 (Gujarat) and submitted that it is well settled proposition of law that if the assessee company has amalgamated with the transferee company, its independent existence does not survive and therefore, it would no longer be amenable to the assessment proceedings. It is submitted that in similar circumstances, this court had quashed the notice issued under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ated 9th September, 2017 addressed by the petitioner to the Income Tax Officer, Ward-2(1)(1) during the assessment proceedings for the assessment year 2015-16 containing the information of amalgamation and (iii) details of amalgamation in the return for the assessment year 2015-16 . 8. Concededly, in the present case the notice under section 148 of the Act has been issued to Gayatri Integrated Services Private Limited which, as aforesaid, had long back got amalgamated with the petitioner vide order dated 18th June, 2015 passed by this court and thus, it had ceased to have its own existence so as to render it amenable for the reassessment proceedings under the provisions of section 147 of the Act. Moreover, the respondent and the department were duly informed by the petitioner about the amalgamation and despite the said factum having been brought to the notice of the respondent, statutory notice under section 148 came to be issued to Gayatri Integrated Services Private Limited for reopening the assessment on the ground that the respondent has reason to believe that income chargeable to tax for the assessment year 2012-13 has escaped the assessment within the meaning of sec ..... X X X X Extracts X X X X X X X X Extracts X X X X
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