TMI Blog2023 (2) TMI 357X X X X Extracts X X X X X X X X Extracts X X X X ..... rther 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 preclud ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2021 at Annexure- A to this petition; (c) pending the admission, hearing and final disposal of this petition, to stay implementation and operation of the notice at Annexure- A to this petition and stay further proceedings for assessment and recovery and for A.Y.2013-14; (d) any other and further relief deemed just and proper be granted in the interest of justice; 6. Heard learned advocate Mr. Bandish Soparkar assisted by learned advocate Mr. Anjaria for the petitioner - assessee and learned senior standing counsel Mr. Varun Patel assisted by learned advocate Mr. Dev Patel for the respondent department. 7. It is urged before this Court that this group of other such matters in relation to the very company for other assessment years have been decided in Special Civil Application No.903 of 2022 and allied matters on 16.01.2023 and on the reasoning mutatis mutandis applied to case of the present group of matters, where the Court has held thus:- 10. Noticing thus the submission of both the sides and the materials on record, it is not requiring much of debate that in the instant case, this Court on 05.08.2016 after following the requisite procedure which also ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 section 147 of the Act. 9. 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 (supra), 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. 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. 10. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cross appeal was filed before the Tribunal. An affidavit before the court was also on behalf of the Director of MRPL and the assessment order had attributed the specific amounts surrendered by MRPL and that too, after considering the special auditor s report, bringing specific amounts to tax in the search assessment order. 14. All these according to the Court indicated that the order adopted a particular method of expressing the liability and it opined that the conduct of the assessee commencing from the date the search took place, and before all forums, reflected that it consistently held itself out as the assessee. It was held that the corporate death of an entity upon amalgamation per-se invalidate the assessment order ordinarily cannot be determined on a bare application of Section 481 of the Companies Act, but, would depend on the terms of the amalgamation and the facts of each case. In light of this, the order of the High Court was not sustained and as the appeal of the revenue against the order of the Commissioner was not heard on merits, the Court had restored the matter on the file of Tribunal. While so holding the Court had taken note of decision of Principal CIT Vs. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e court, undoubtedly noticed Saraswati Syndicate. Further, the judgment in Spice (supra) and other line of decisions, culminating in this court s order, approving those judgments, was also noticed. Yet, the legislative change, by way of introduction of Section 2(1A), defining amalgamation was not taken into account. Further, the tax treatment in the various provisions of the Act were not brought to the notice of this court, in the previous decisions. 33. There is no doubt that MRPL amalgamated with MIPL and ceased to exist thereafter; this is an established fact and not in contention. The respondent has relied upon Spice and Maruti Suzuki (supra) to contend that the notice issued in the name of the amalgamating company is void and illegal. The facts of present case, however, can be distinguished from the facts in Spice and Maruti Suzuki on the following bases. 15. It is to be noticed that the Court specifically had held that the MRPL amalgamated with MIPL and ceased to exist thereafter. The contention of the respondent that the notice issued in the name of amalgamating company being void and illegal relying on the Spice and Maruti Suzuki (supra) was not sustained only ..... X X X X Extracts X X X X X X X X Extracts X X X X
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