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2023 (2) TMI 357 - GUJARAT HIGH COURTValidity of reopening of assessment - Notice in the name of company amalgamated - corporate death of an entity upon amalgamation - HELD THAT:- The controversy in the present petition, is no longer 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] 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. The Apex Court has further held that participation by the amalgamated company in the proceedings would be of no effect as there is no estoppel against law. Similarly, this court, in the judgment in the case of Dharamnath Shares and Services (P) Ltd. [2018 (5) TMI 1369 - GUJARAT HIGH COURT] while referring to its earlier decision in the case of Khurana Engineering Limited [2013 (2) TMI 128 - GUJARAT HIGH COURT] held that once the assessee company gets amalgamated with the transferee company, its independent existence does not survive and therefore it would no longer be amenable to the assessment proceedings. Thus, it is well settled proposition of law that upon its amalgamation the transferor company ceases to exist and becomes extinct, and it would no longer be amenable to the assessment proceedings considering the fact that the extinct entity would not be covered within the ambit of the provisions of the Act. The petitions here also are allowed. The actions of the respondent – authority issuance of notice under Section-148 deserves to be interfered with. The show-cause notices issued by the respondents are quashed and set aside with consequential reliefs. This could not in any manner preclude the respondent to initiate the action against the present petitioners in accordance with law.
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