TMI Blog2023 (7) TMI 617X X X X Extracts X X X X X X X X Extracts X X X X ..... issued by the Respondent under Section 148 of the Income Tax Act, 1961 for the Assessment Year 2017-18 at Annexure A ; B. 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 for A.Y.2017-18; C. any other and further relief deemed just and proper be granted in the interest of justice; D. to provide for the cost of this petition. [2] By consent of both the learned advocates, the present petition has taken up for final hearing. [3] Heard the learned advocate Mr.B.S.Soparkar for the petitioner and the learned Standing Counsel Mr.Karan Sanghani for the respondent. [4] Rule. Learned Standing Counsel Mr.Sanghani for the respondent waives service of notice of rule for and on behalf of respondent. [5] Learned advocate for the petitioner has submitted that the Scheme of arrangement in the nature of amalgamation of the erstwhile Roquette India Private Limited (PAN:AADCR6343R) with Roquette Riddhi Siddhi Private Limited was approved vide order dated 21.02.2014 by the High Court of Gujarat and vide order date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y revised their SFT Return duly rectifying the said error. It was further clarified that the error has been rectified by the BNP Paribas. 5.5 It is the contention of the learned advocate for the petitioner that the notice issued by the revenue was in the name of old company, which is not permissible. 5.6 It is contended by the learned advocate for the petitioner that the impugned notice is without jurisdiction as it has been issued in the name of the company which is not existing. The fact of merger of two companies, were duly intimated to the Revenue immediately after the merger took place. However, the notices have been issued in the name of old company and hence, has prayed for quashing and setting aside the impugned notice dated 25.03.2021 issued by the respondent authority under Section 148 of the Income Tax Act, 1961 for the Assessment Year 2017-18. 5.7 Learned advocate for the petitioner has relied upon the decisions of this Court in the case of Neo Structo Construction (P) Ltd. Vs. Assistant Commissioner of Income-tax reported in (2022) 144 taxmann.com 41 (Gujarat) and in the case of Adani Estate Management Private Limited (Earlier Known as Shantigram estate Manage ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd 16.03.2022 respectively. [8] The notice dated 25.03.2021 was issued in the name of Company, which is no longer in existence. The clarification that new amalgamated Company Roquette India Private Limited (PAN: AAFCR2758G) had invested in time deposits from BNP Paribas during the relevant Assessment Year 2017-18. It was also pointed out that the said error on the part of BNP Paribas in mentioning that the investment has been done by the old amalgamating company i.e. Roquette India Private Limited (PAN: AADCR6343R). The said error was rectified by BNP Paribas and BNP Paribas has subsequently revised their SFT return. The petitioner has placed on record its Annual Tax Statement filed under the Income Tax Act, 1961 for the Assessment Year 2017- 18, wherein PAN is shown as AAFCR2758G. [9] The issue involved in the present petition is no more res integra in view of the reported decision in the case of Neo Structo Construction (supra). The similar question arose before this Court and the Co-ordinate Bench of this Court has observed in paras 7 8 as under:- 7. Learned advocate Mr. Shah relied upon the judgement of Hon ble Supreme Court in case of Principal Commissioner of Inc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... herefore 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. 11. Accordingly, in view of the aforesaid concluded proposition of law; which applies on all fours to the facts of the present case, the notice dated 25th March, 2019 issued by the respondent under the provisions of section 148 of the Act for the assessment year 2012-13, being without jurisdiction, is not sustainable. [10] In the case of Adani Wilmar Ltd. (supra), this Court has also referred the decision of the Hon ble Apex Court in the case of Principal Commissioner of Income Tax Vs. Maruti Suzuki Ltd., wherein the Hon ble Apex Court has observed in paras 5 6 as under:- 5. It is urged before this Court that this group of other such matters in relation to the another company Kunvarji Fincorp Pvt. Ltd. for other assessment years have been decided in Special Civil Application No.935 of 202 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... otice 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 have its own existence so as to render it amenable for the reassessment proceedings under the provisions of section 147 of the Act. Moreover, the respondent and the department were duly informed by the petitioner about the amalgamation 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 amalgamatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... closed. 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 to notice, which also suppressed the factum of amalgamation; on the contrary, the return was filed by MRPL the company which has ceased to be in existence, and yet, the appeals were filed on behalf of it before the Commissioner and a 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 p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent 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 and certainty. Individual affairs are conducted and business decisions are made in the expectation of consistency, uniformity and certainty. To detract from those principles is neither expedient nor desirable. 32. The 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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