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TMI Blog2023 (2) TMI 864X X X X Extracts X X X X X X X X Extracts X X X X ..... er dated 25.02.2016 when the jurisdiction was sought to be changed. It is submitted that the fact regarding the amalgamation was again brought to the notice when the erstwhile company had not filed return of income for the Assessment Year 2016-17 and response was filed via e-verification Response Sheet on 27.01.2018 that the erstwhile company has been merged with the petitioner company with effect from 01.04.2015 and therefore, the return of income is not filed by the erstwhile company. 2.3 Notice under 148 came to be issued on 28.03.2021 in the name of the erstwhile company - Satya Sai Agroils Private Limited. Subsequent notices were issued on 10.11.2021, 16.11.2021 and 10.02.2022. 2.4 According to the petitioner, the notice is bad ab-initio inasmuch as even Satya Sai Agroils Pvt. Ltd. is amalgamated into the petitioner and erstwhile company - Satya Sai Agroils Pvt. Ltd. has ceased to exist. The ratio according to the petitioner is covered by the decision of CIT Vs. Maruti Suzuki Ltd. 3. The company which is no longer in existence and amalgamated, could not have been issued the notice under Section-148, following the same prays in paragraph-7 as under:- "7(a) quash and set as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 2(1)(1). 12. The Apex court in the case of Principal CIT Vs. Maruti Suzuki Ltd. (Supra) had noted that the Assessing Officer was informed of the amalgamating company having ceased to exist as a result of the approved Scheme of Amalgamation. The Court has held that the legal principle provides that the amalgamating entity ceases to exist upon the approved scheme of amalgamation. This Court in the case of Gayatri Microns Ltd. Vs. Assistant Commissioner of Income-tax was considering the the case of issuance of notice under Section-148 to one of the three transferee companies for reopening the assessment. The Court considered whether the transferor company had ceased to exist as a result of the approved Scheme of Amalgamation. Answering that in the affirmation has held that in such case, the notice issued under Section-148 in its name would be fundamentally illegal and without jurisdiction. 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 ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sessee on 30.06.2006 in the name of MRPL and MRPL amalgamated with MIPL on 11.05.2007, w.e.f. 01.04.2006. The proceedings against MRPL stated in 27.08.2008 - when search and seizure was first conducted on assessee group of companies. Notices under Section 153A and Section 143(2) were issued in the name of MRPL and the representative from MRPL corresponded with the revenue in the name of MRPL. The assessee filed its return of income in the name of MRPL in May, 2010 and in the 'Business Reorganization' column of the form mentioned 'not applicable' in amalgamation section. It had contended that the intimation was sent to the revenue on 22.07.2010. The same was for the A.Y.2007-08 and not for the A.Y.2006- 07. The separate proceedings under Section 153A were initiated against MIPL for A.Y.2007-8 to 2008-09 and the proceedings against MRPL for those two assessment years were quashed by the Commissioner as the amalgamation was disclosed. Since the amalgamation was known to the assessee, even at the stage when the search and seizure operations have taken place and statements were recorded by the revenue of the Directors and Managing Director of the group. A return was filed, pursuant t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... risdiction was invoked was fundamentally at odds with the legal principle that the amalgamating entity ceases to exist upon the approved scheme of amalgamation. Participation in the proceedings by the appellant in the circumstances cannot operate as an estoppel against law. This position now holds the field in view of the judgment of a co-ordinate Bench of two learned judges which dismissed the appeal of the Revenue in Spice Entertainment on 2 November 2017. The decision in Spice Entertainment has been followed in the case of the respondent while dismissing the Special Leave Petition for AY 2011-2012. In doing so, this Court has relied on the decision in Spice Entertainment. 40. We find no reason to take a different view. There is a value which the court must abide by in promoting the interest of certainty in tax litigation. The view which has been taken by this Court in relation to the respondent for AY 2011-12 must, in our view be adopted in respect of the present appeal which relates to AY 2012-13. Not doing so will only result in uncertainty and displacement of settled expectations. There is a significant value which must attach to observing the requirement of consistency an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... warrants interference. 17. We are conscious of the fact that the Income-tax Department had already been issued the notice by this Court at the time of considering the request for approving the scheme of amalgamation, however, that would in no manner absolve any party of its obligation to intimate the final order of amalgamation, as is otherwise expected under the law. The statute since has not provided any format nor has any specified format otherwise prescribed this intimation in response to the notice under Section-142 of the Income Tax Act should be construed as a sufficient compliance and hence, all the petitions deserve to be allowed, quashing and setting aside the show-cause notices with consequential reliefs. This of-course in no manner preclude the respondent to initiate the action against the present petitioner in accordance with law. The petition stands disposed of in above terms." 6. The Court has already decided issue involved in this petition, in similar facts in Special Civil Application No.935 of 2022 and allied matters. Thus, the petition here also is allowed. The actions of the respondent - authority regarding issuance of notice under Section-148 deserves to b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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