TMI Blog2022 (1) TMI 31X X X X Extracts X X X X X X X X Extracts X X X X ..... rmation was intimated by the assessee to the Department vide letter (supra.) at various offices i.e. the office of Assistant Commissioner of Income Tax, Circle-7, Pune dated 1st November, 2019 and also filed at the office of Pr. Commissioner of Income Tax, IT, Pune dated 4th November, 2019. In spite of these efforts by the assessee for properly intimating the department about the amalgamation and regarding the fact that Trizetto Services has been amalgamated with CTS India and has ceased to exist, still the Department had passed the final assessment order in the name of Trizetto Services. Therefore, as held by the Hon ble Supreme Court (supra.), the assessment in the name of a company which has been amalgamated and dissolved has to be declared null and void. - ITA No. 322/PUN/2021 - - - Dated:- 13-12-2021 - SHRI R.S.SYAL, VP AND SHRI PARTHA SARATHI CHAUDHURY, JM Assessee by : Shri Rajendra Agiwal Revenue by : Shri Piyush kumar Singh Yadav ORDER PER PARTHA SARATHI CHAUDHURY, JM: This appeal preferred by the assessee emanates from the order of the Ld. Dispute resolution Panel (DRP) u/s.144C(5) of the Income Tax Act, 1961 (hereinafter referred to as t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4443865510 Email taxteam-india@cognizant.com Assistant Commissioner of Income tax Circle-7, 60/61, Praptikar Sadan, Erandwana, karve Road, Pune-411 004 PAN of Cognizant Technology Solutions India Private Limited : AAACD3312M PAN of Trizetto Services India Private Limited : AABCT8862F Dear Sir/Madam Sub : Letter intimating the amalgamation of Trizetto Services India Private Limited ( Trizetto Services‟ or Transfer Company) with Cognizant Technology Solutions India Private Limited ( CTS India or Transferee Company In connection with the captioned matter, we would like to intimate your goodself that Hon ble Central Government (represented by the Regional Director, Ministry of Corporate Affairs, Souther Region) has sanctioned the scheme of Amalgamation ( Scheme‟) of Trizetto Services with CTS India under section 233 of the Companies Act, 2013 vide order dated 06 September 2019 ( the order‟). The scheme is effective from 01 April 2018 ( the Appointed date‟). A Copy of the order is enclosed as Annexure 1 for your records. Pursuant to the above order, kindly note that Trizetto Services sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... letter has been given to (1) Commissioner of Income Tax, Pune (2) Deputy Commissioner of Income Tax, Transfer Pricing-2(2), Pune and (3) Deputy Commissioner of Income Tax, Large Taxpayer Unit-1, Chennai. 6. The Ld. Counsel also referred before us the Scheme of Amalgamation under which Trizetto Services was amalgamated into and with CTS India which is annexed at Pages 721 to 724 of the paper book and at relevant Para 1.2 at Page 724, it is clearly mentioned that Appointed Date from which this scheme of amalgamation shall be operative is 01 April, 2018. The assessee has also annexed at Page 742 of the paper book, the confirmation order of Scheme of amalgamation of Trizetto Services with CTS India issued by Regional Director (SR) dated 06.09.2019, Chennai and the same is extracted as follows: CP No.12/5-233/2018-19 FORM NO.CAA.12 [Pursuant to section 233 and rule 25(5)] Confirmation order of Scheme of amalgamation of M/s. Valuesource Technologies Private Ltd.; And M/s. Trizetto India Private Ltd.; And M/s. Trizetto Services India Private Ltd.; And M/s. Kbace Technologies Private Ltd.; With M/s. Cognizant Technolo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fact whether he is aware of it or not. Name of the company is automatically printed on the draft order passed by him. It is not a case where he was passing order manually and had failed to pass it in the correct name. Also, assessment has been done for the FY 2015-16 and the company was in existence in that year. Hence, this ground of objection is rejected. However, we direct the Ld. AO to mention the present name of the company and the name from which it was formerly known, in the final assessment order. 8. Firstly, the Ld. DRP‟s order is again addressed to Trizetto Services India Private Limited dated 17.02.2021. However, the important finding of the Ld. DRP wherein they directed the Assessing Officer to mention the present name of the company and the name from which it was formerly known, in the final assessment order. However, when we peruse the final assessment order dated 27.03.2021 again it is only in the name of Trizetto Services India Private Limited and not in the correct name of CTS India. Therefore, the Ld. DRPs‟ direction was also not followed by the Assessing Officer while passing the final assessment order. 9. We find the Hon ble Supreme Court i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Supreme Court held the passing of assessment order against the amalgamating company is a substantive illegality and not a procedural violation of the nature adverted to in Section 292B of the Act. In the present case, despite the fact that the DCIT/AO was informed of the amalgamating company having ceased to exist in consequence of the approved scheme of amalgamation by the Hon‟be High Court of Bombay, the final assessment order and demand notice was issued in its name is against the legal principle that the amalgamating company (Honeywell Turbo (India) Private Limited) ceased to exist upon the approved scheme by the Hon ble High Court of Bombay. Regarding the participation in the proceedings as contended by the ld. DR, in our opinion, participation in the proceedings by the assessee in such circumstances cannot operate as an estoppels against law, thus, the final assessment as framed in the name of non-existing entity, it does not remain a procedural irregularity of the nature which would be cured by invoking the provisions of Section 292B of the Act, thus, in view of the facts and circumstances of the case, the framing of final assessment against a non-existent company goe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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