2025 (4) TMI 90 - HC - Income Tax

Validity of orders made against the non-existing company - HELD THAT - Since in the instant case the notice and the assessment order is passed in the name of the transferor company Shell Technology India Private Limited and not the transferee company Shell India Market Private Limited same are bad. Appeal allowed.

Summary

ISSUES PRESENTED and CONSIDERED

The core legal questions considered in this judgment are:

1. Whether the Tribunal erred in ignoring the provisions of Section 292B of the Income-Tax Act, 1961, which allows for procedural mistakes in tax documents to be overlooked if they do not affect the substance and purpose of the Act.

2. Whether the Tribunal was correct in declaring the assessment order a nullity due to a technical mistake in the name of the assessee, given that the assessment proceedings were otherwise in conformity with the intent and purpose of the Income-Tax Act, 1961.

3. Whether the Tribunal's decision aligns with the precedent set by the Supreme Court in Skylight Hospitality LLP Vs ACIT, which emphasizes that technical defects should not invalidate assessment proceedings if no confusion or prejudice is caused.

ISSUE-WISE DETAILED ANALYSIS

1. Section 292B and Procedural Irregularities

The relevant legal framework involves Section 292B of the Income-Tax Act, which provides that errors in tax documents do not invalidate the proceedings if they align with the Act's intent and purpose. The Court examined whether the Tribunal improperly disregarded this provision.

In its reasoning, the Court referenced prior case law, including the Supreme Court's decision in Skylight Hospitality LLP Vs ACIT, which underscores that technical errors should not invalidate proceedings unless they cause confusion or prejudice. The Court found that the Tribunal's decision did not contravene Section 292B because the procedural error in question involved issuing a notice to a non-existent entity, which is a substantive issue rather than a mere technicality.

The key evidence was the merger notification provided to the tax authorities, indicating that the entity named in the assessment order no longer existed. The Court concluded that issuing a notice to a non-existent entity is not a minor procedural defect but a fundamental error affecting the validity of the proceedings.

2. Validity of Assessment Order Due to Entity Name Error

The legal question centered on whether the Tribunal correctly invalidated the assessment order due to the incorrect naming of the assessee. The Court considered precedents such as Maruti Suzuki India Ltd. and Spice Enfotainment Ltd., which dealt with similar issues of notices issued to non-existent entities post-merger.

The Court's interpretation was that the assessment order was indeed a nullity because it was issued in the name of "Shell Technology India Private Limited," a non-existent entity post-merger. The Court emphasized that the merger was communicated to the tax authorities, and thus, the notice should have been issued to "Shell India Market Limited," the surviving entity.

In applying the law to the facts, the Court determined that the assessment order's issuance to a non-existent company rendered it invalid. The Court treated competing arguments by considering the precedents cited by both parties and aligning its decision with the prevailing legal principles.

Ultimately, the Court concluded that the assessment order was invalid due to the fundamental error of addressing a non-existent entity, reaffirming the Tribunal's decision to quash the order.

SIGNIFICANT HOLDINGS

The Court held that:

- The notice and assessment order should have been issued in the name of the transferee company, "Shell India Market Private Limited," not the transferor company, "Shell Technology India Private Limited."

- The issuance of notices and orders to a non-existent entity is a substantive error, not a mere technicality, thus invalidating the assessment proceedings.

- The decision does not preclude the Revenue from initiating fresh proceedings against the correct entity, "Shell India Market Private Limited," in accordance with the law.

Verbatim quote: "The notice and assessment order is passed in the name of the transferor company 'Shell Technology India Private Limited' and not the transferee company 'Shell India Market Private Limited', same are bad."

Core principles established include the necessity for tax notices and orders to be addressed to the correct legal entity, particularly in cases involving mergers and acquisitions. The Court's final determination was to dismiss the appeal, upholding the Tribunal's decision to quash the assessment order due to the error in entity naming, while allowing for the possibility of new proceedings against the correct entity.