BPJ HOLDINGS PVT LTD.,CHENNAI vs. DCIT, CHENNAI

PER MANU KUMAR GIRI, JM:

The captioned appeal bearing ITA No.1625/Chny/2025 is filed by the Assessee is directed against the order of the Ld. Commissioner of Income Tax (A), Chennai-34 [CIT(A)] dated 14.02.2019 for Assessment Year 2012-13 and appeal bearing ITA No. 3207/Chny/2024 is filed by the Assessee is directed against the order of the Ld. Commissioner of Income Tax, Appeal, CIT(A), Chennai-18 [CIT(A)] dated 12.11.2024 for Assessment Year (AY) 2012-13.

ITA No.1625/Chny/2025 for AY 2012-13: 2. In the instant appeals, the registry has noted the delay of 2226 days in filing the captioned appeal. The assessee has filed the following affidavit&additional affidavit and prayed for the condoning the delay: I, S. KARUNANITHI, Director of M/s. BPJ Holding Pvt. Ltd., aged 61 years, 21, Ground Floor, Kalki Nagar, Dharmapuri, Thattanchavady, Puducherry 605009, do hereby solemnly affirm and state on oath as follows: AFFIDAVIT 1. That I am the Director of M/s. BPJ Holdings Pvt. Ltd., the appellant in the above matter, and am conversant with the facts and circumstances of the case. I am duly authorised to affirm this affidavit on behalf of the appellant.

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 3 ::

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 4 :: sustained against the company for the relevant assessment year, and further, an order under section 250(6) had already been passed by CIT(A) in 2019. e. There was ongoing litigation between the current and previous management in connection with irregularities involving siphoning of IPO funds in a group company, Ravi Kumar Distilleries Limited, which is sub judice before the Hon'ble NCLAT at Hyderabad and is also a subject matter of SEBI proceedings. This led to complete breakdown of communication between the two managements, and the previous management deliberately did not hand over any records, nor did it update the registered address for statutory communications. f. Upon learning of the existence of the adverse appellate order impacting the company and its grave consequences, the current management immediately engaged professional tax consultants, gathered all necessary documentation to the best of its ability, and has preferred the instant appeal before the Hon'ble Tribunal without any further delay. 4. That the delay in filing the appeal, therefore, is solely attributable to the exceptional circumstances of management transition, non- cooperation by the previous management, bona fide misapprehension regarding responsibility for ongoing litigation, and complete lack of any communication or records being handed over to the current management, and not due to willful default, negligence, or disregard to statutory obligations. 5. That the delay is wholly unintentional and bona fide, and grave injustice would be caused to the appellant if the present application forcondonation is not allowed, since the company has a strong case on merits and deserves an opportunity to be heard.

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 5 :: 6. That the company undertakes to provide all cooperation and assistance for expeditious adjudication of the appeal and assures the Hon'ble Tribunal that no prejudice will be caused to the Revenue by condoning the delay. 7. In view of the foregoing, it is most respectfully prayed that this Hon'ble Tribunal may be pleased to condone the delay in filing the appeal and admit the same for hearing on merits, in the interests of justice and equity.

ADDITIONAL / SUPPLEMENTARY AFFIDAVIT

(In Support of Application for Condonation of Delay)

I, S. Karunanithi, Director of BPJ Holding Private Limited, do hereby solemnly affirm and state as under:

I have earlier filed an affidavit explaining the delay in filing the present appeal before this Hon'ble Tribunal.

Pursuant to queries raised by the Hon'ble Bench, and in order to place complete and correct facts on record, I am filing this additional affidavit elaborating the circumstances which led to the delay. 2. Change in Management and Contractual Assurances

The Company underwent change in shareholding and management pursuant to the Share Purchase Agreement dated 10.09 2012.

Under the said SPA (Annexure-1) • Sellers represented that there were no undisclosed liabilities; • Sellers warranted completion of statutory and tax compliances; • Sellers agreed to indemnify the acquirers for liabilities relating to the period prior to takeover, • Sellers were obligated to hand over all books of account, statutory records and correspondence at closing.

(Ref- SPA Recitals, Article II Transfer of Shares; Article IV

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 6 :: Delivery of Documents, Article V - Representations & Warranties, Article VII - Indemnity)

The assessment year involved relates to FY 2011-12, entirely under the previous management.

The present management relied upon the above contractual representations in good faith. 3. Registered Office at Address of Mr. R.V. Ravi Kumar

The registered office of the Company is situated at: Flat No. 9, 4th Floor, Shri Chakra Apartment, Door No. 9, Poes Road, 1st Street, Teynampet, Chennai.

The said premises belong to Mr. R.V. Ravi Kumar, who was a common associate of the previous management headed by Mr. B.P. Jhunjhunwala. Property Tax Copy in the name of Mr. RV Ravikumar is enclosed herewith. (Annexure-2)

The present Director, Mr. S. Karunanithi, is a resident of Puducherry and have independent physical control over the Chennai premises.

After execution of the SPA, disputes arose between Mr. B.P. Jhunjhunwala and R.V. Ravi Kumar.

Due to this dispute: Books of account were not handed over; Statutory correspondence was not transferred, The present management could not effect change of registered office due to non-cooperation, Records remained outside effective control of present management. FIR, SEBI proceedings and court orders placed on record establish existence of serious disputes. (Annexure-3 -Hyderabad FIR) (Annexure-4 Sebi order) (Annexure-5-Court order).

Even post takeover, the previous management acknowledged that original documents and records were yet to be handed over.

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 7 :: Settlement communication dated 01.03 2013 clearly records that original documents and Tally backup would be handed oversubsequently (Annexure-6)

This demonstrates breach of Article IV of SPA requiring delivery of records at closing.

However, it is submitted that after execution of the Share Purchase Agreement, disputes arose between Mr. B.P. Jhunjhunwala (previous management) and Mr R.V. Ravikumar, and due to such disputes, the environment became strained and non-cooperative.

As a result, the flow of information was not systematic or reliable. There was no handover mechanism or structured compliance process in place. Communication depended entirely on whether Mr. Ravikumar chose to inform the present management.

It is pertinent to submit that whenever any notice or order was actually brought to the knowledge of the present management by Mr Ravikumar, immediate action was taken in accordance with law. For example, when the assessment order for AY 2012-13 was shared, the present management promptly filed appeal before for the CIT(A) on 17/04/2015 without delay. However, the CIT(A) Order No. 188/15-16/CIT(A)-4/AY 2012-13 dated 11/12/2019 was never shared with the present management by Mr. Ravikumar.

Since the mode of communication selected was physical service, the said order was dispatched to the registered office address situated at the premises of Mr. Ravikumar. Due to absence of systematic communication and ongoing disputes, the said order did not reach the present management.

The present management remained completely unaware of the passing of the CIT(A) order dated 11/12/2019 and therefore could not file appeal before this Hon'ble Tribunal within limitation period.

It was only in the year 2024, when another order relating to the same assessment year was received at the said address and

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 8 :: subsequently shared, that the existence of the earlier CIT(A) order came to light.

Immediately upon acquiring such knowledge, the present management engaged professionals and filed the present appeal without further delay.

On the Income Tax Portal, the accountant Mrs. Bhuvaneswari updated her personal email ID.

Mrs. Bhuvaneswari has filed affidavit stating she does not regularly use that email ID and was unaware of notices sent to it. (Annexure- 7)

Thus, electronic communication also did not effectively reach the present management.

It was only in 2024, when another order relating to the same assessment year was received at the registered address and subsequently shared by Mr Ravi Kumar, that the present management became aware of the existence of the earlier CIT(A) order dated 11/12/2019.

Immediately upon such knowledge, the present management:

engaged tax consultants;

reconstructed records;

filed the present appeal before ITAT without further delay.

The registered address may have remained unchanged; however, effective custody and control of records and communications were not with the present management.

Notices and orders received at the Chennai address were not handed over due to disputes and non-cooperation.

Therefore, absence of knowledge was genuine and bona fide.

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 9 ::

The fact that appeal before CIT(A) was promptly filed on 17/04/2015 upon knowledge clearly proves diligence.

The delay in filing appeal before ITAT occurred only because the CIT(A) order dated 11/12/2019 was never communicated to the present management.

The conduct of the present management throughout has been bona fide and consistent with legal compliance.

In view of the above facts, it is respectfully prayed that the delay in filing the appeal before this Hon'ble Tribunal may kindly be condoned in the interest of justice.

Enclosed:

a. The Respondent (Revenue) respectfully submits these written submissions objecting to the condonation of delay in filing the instant appeal by the Appellant (Assessee) before this Hon'ble Tribunal. The appeal has been filed vide Form No. 36 dated 13.12.2024, against the order of the Ld. Commissioner of Income- Tax (Appeals)-4, Chennai [CIT(A)], dated 14.02.2019, passed u/s 250(6) of the Income-tax Act, 1961 (the Act). b. The CIT(A) order was communicated to the Assessee on 14.02.2019. As per section 253(3) of the Act, the appeal to the ITAT ought to have been filed within 60 days from the date of

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 10 :: communication, i.e., by 15.04.2019 However, the appeal has been filed after an inordinate delay of approximately 2,068 days (from 16.04.2019 to 13.12.2024) The Assessee has sought condonation of this delay under section 253(5) of the Act, which empowers the Tribunal to admit a delayed appeal only if satisfied that there was "sufficient cause" for the delay.

c. The Revenue strongly objects to the condonation, as the delay is grossly inordinate, unexplained, and indicative of gross negligence and lack of bona fide intent on the part of the Assessee Granting condonation in such circumstances would prejudice the Revenue and undermine the statutory limitation period.

Date of CIT(A) order and communication: 14.02.2019. Limitation period u/s 253(3): 60 days, expiring on 15.04.2019. Date of filing appeal (as per Form No 36): 13 12.2024 Period of delay: From 16.04.2019 to 13.12.2024, totaling approximately 2,068 days (accounting for leap years in 2020 and 2024).

This delay is not merely substantial but inordinate, spanning over 5 years and 8 months, without any day-to-day explanation or credible justification.

Section 253(5) of the Act provides that the Tribunal may admit an appeal after the expiry of the limitation period if it is satisfied that there was "sufficient cause" for not presenting it within the prescribed time. The term "sufficient cause" must be interpreted strictly, especially for long delays, and requires a bona fide explanation supported by evidence. Mere negligence, inaction, or casual approach does not constitute sufficient cause.

a. The Hon'ble Supreme Court in Collector, Land Acquisition vs. Mst. Katiji (1987) 167 ITR 471 (SC) laid down principles for condonation, emphasizing a liberal approach but only where the delay is not due to deliberate inaction or negligence. However, courts have consistently refused condonation for inordinate delays without cogent reasons.

b. In cases of long delays, the Assessee must explain each day's delay and demonstrate diligence.

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 11 ::

c. "No litigant should be permitted to be so lethargic and apathetic, much less be permitted by the courts to misuse the process of law." - Shivamma (Dead) By Lrs vs Karnataka Housing Board on 12 September, 2025

The Revenue relies on the following judicial precedents where condonation was refused for similar long delays due to lack of sufficient cause:

e. C.I. Builders (P.) Ltd. vs. Principal Commissioner of Income-tax [2025] 178 taxmann.com 257 (SC)/[2025] 307 Taxman 2 (SC) [04- 09-2025] C.I. Builders (P.) Ltd. vs. Principal Commissioner of Income-tax [2025] 174 taxmann.com 534 (Madhya Pradesh)/[2025] 305 Taxman 217 (Madhya Pradesh) [02-05-2025]

"13. Though it is settled position of law that delay occurred in filing the appeal should be considered liberally, but at the same time, it is also settled law that there is no general proposition that mistake of counsel by itself is always a sufficient ground. Every case is required to be considered on the basis of facts and circumstances of the case. In the case at hand, ITAT has considered the reasons offered by appellant caused in filing appeals belatedly, but due to lack of bonafides impugnable to parties seeking condonation of delay, reasons were not found sufficient and consequently, delay was not condoned. IΠAΤ has relied upon the judgment delivered by the Supreme Court in the matter of Mani Mandir Sewa Nyas Samiti Ramghat Ayodhya v. CIT [2020] 119 taxmann.com 383/274 Taxman 277 (SC), wherein the Supreme Court has held that it was otherwise the duty of the assessee to watch the affairs of its firm and delay of few days or months can be considered, but delay of years is required to be examined minutely. ITAT has held that there was gross negligence attitude of the assessee and assessee was aware of the orders passed by CIT (A) even though assessee has not exercised any care to enquire about status of second appeal and tried to shift the responsibility towards his lawyer. The assessee was negligent and his act was lethargic The findings recorded by ITAT appears to be just and proper. We do not find any infirmity in the finding recorded by ITAT in the impugned order".

f. Siva Industries & Holdings Ltd. vs. Assistant Commissioner of Income-tax, Company Circle VI(3), Chennai [2023] 153 taxmann.com

354 (Madras)/[2024] 461 ITR 133 (Madras) [03-08-2023]

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 12 ::

"10... Thereafter, the financial creditors started threatening to file an Insolvency Petition if their dues are not paid and the Petitioner was busy meeting the creditors and negotiating time with them and was arranging for funds as the company was in under deep financial crisis.

ii. Ajay Dabre v. Pyare Ram 2023 SCC Online SC 92.

"13. This Court in the case of Basawaraj v Special Land Acquisition Officer while rejecting an application for condonation of delay for lack of sufficient cause has concluded in Paragraph 15 as follows.

"15. The law on the issue can be summarised to the effect that where a case has been presented in the court beyond limitation, the applicant has to explain the court as to what was the "sufficient cause" which means an adequate and enough reason which prevented him to approach the court within limitation. In case a party is found to be negligent, or for want of bona fide on his part in the facts and circumstances of the case, or found to have not acted diligently or remained inactive, there cannot be a justified ground to condone the delay. No court could be justified in condoning such an inordinate delay by imposing any condition whatsoever. The application is to be decided only within the parameters laid down by this Court in regard to the condonation of delay. In case there was no sufficient cause to prevent a litigant to approach the court on time condoning the delay without any justification, putting any condition whatsoever, amounts to passing an order in violation of the statutory provisions and it tantamounts to showing utter disregard to the legislature "

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 13 :: g. These precedents establish that inordinate delays, especially exceeding hundreds of days, are not condonable without a detailed, evidence-backed explanation. Vague or unsupported reasons, such as professional negligence or oversight, are routinely rejected.

Inordinate and Unexplained Delay: The delay of over 2,000 days is prima facie inordinate and requires a stringent scrutiny The Assessee has not provided a day-to-day explanation or evidence substantiating the cause, In the absence of such details, condonation cannot be granted by Tribunals and Courts.

b. History of Non-Compliance: The Assessee's conduct throughout the proceedings reflects gross negligence. During the CIT(A) proceedings (from 18.05.2015 to 14.02.2019), the Assessee repeatedly failed to appear despite multiple hearing notices (e.g.. on 27.09.2016, 28.11.2016, 10.02.2017, etc.). leading to an ex- parte dismissal. This pattern of inaction continued, resulting in the current delay. Such persistent default disentitles the Assessee to any leniency.

c. Lack of Bona Fide Intent: The Assessee's plea (as inferred from the "YES" indication in Form No. 36 for delay) appears perfunctory, without attaching a detailed condonation application or supporting documents. Claims of oversight, change in management (as hinted in AO's order), or similar excuses are insufficient for such a prolonged delay. The Assessee has not demonstrated any bona fide effort to pursue the appeal timely, and condonation would reward indolence.

5.Prayer:

The Revenue prays that the application for condonation of delay be rejected, and the appeal be dismissed in limine as time-barred.

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 14 :: affidavits filed by the assessee, the documents relied upon therein and the written submissions of the Revenue. 5. At the outset, the Registry has pointed out a delay of 2,226 days in filing the present appeal before the Tribunal. The assessee has filed an application seeking condonation of the said delay, supported by an affidavit and additional/supplementary affidavit sworn by Shri S. Karunanithi, Director of the assessee-company. 6. The Revenue has strongly opposed the application for condonation of delay and filed detailed written submissions contending, inter alia, that the delay is enormous, unexplained and attributable to lack of diligence on the part of the assessee. It has accordingly prayed that the appeal be dismissed in limine as barred by limitation. 7. The case of the assessee, as emerging from the affidavits, may be summarised as follows: The assessee-company underwent a change in shareholding and management pursuant to a Share Purchase Agreement dated 10.09.2012. According to the assessee, under the said agreement, the erstwhile management had represented that there were no undisclosed liabilities, had warranted compliance with statutory and tax requirements and had undertaken to hand over the books of account, statutory records and correspondence. It was also agreed that liabilities

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 15 :: pertaining to the period prior to the takeover would be indemnified by the sellers. The assessee submits that the assessment year under consideration relates entirely to the period of the erstwhile management and that the present management bona fide relied upon the contractual assurances contained in the Share Purchase Agreement. It is further stated that the registered office of the company continued to be situated at premises belonging to Shri R.V. Ravikumar, who was allegedly associated with the erstwhile management. According to the assessee, subsequent disputes arose between Shri R.V. Ravikumar and Shri B.P. Jhunjhunwala, resulting in the non-handover of books, statutory records and correspondence and causing serious disruption in the flow of communications to the present management. The assessee has relied upon an FIR, SEBI proceedings, court proceedings and correspondence to demonstrate the existence of disputes and the alleged failure to hand over the company's records. It is also stated that, although Shri R.V. Ravikumar occasionally informed the present management of certain communications received at the registered office, such communication was neither systematic nor reliable. The assessee submits that whenever any notice or order was actually brought to its knowledge, immediate steps were

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 16 :: taken. In this regard, reliance is placed upon the fact that, after coming to know of the assessment order, the assessee filed an appeal before the learned CIT(A) on 17.04.2015. The assessee's specific explanation for the delay before this Tribunal is that the order of the learned CIT(A) was not communicated to the present management. It is stated that the order was sent to the registered office address, but, owing to the disputes and lack of cooperation, the same did not reach the present management. The assessee has further submitted that an accountant, Ms. Bhuvaneswari, had updated her personal e-mail address on the Income-tax portal and that she did not regularly use the said e-mail address and was unaware of notices sent thereto. According to the assessee, it was only in the year 2024, when another order relating to the same assessment year was received at the registered office and subsequently communicated to the present management, that the assessee came to know about the earlier appellate order. It is claimed that thereafter the assessee immediately engaged professionals, reconstructed the records and filed the present appeal without any further delay. On the above basis, the assessee submits that the delay was neither intentional nor deliberate, but occasioned by

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 17 :: circumstances beyond its control, and therefore constitutes "sufficient cause" for the purposes of section 253(5) of the Income-tax Act, 1961 ("the Act"). 8. The learned Departmental Representative, on the other hand, submitted that the delay is not a minor or technical delay but an extraordinary delay extending to several years. The Revenue contended that the order of the learned CIT(A) was duly communicated to the assessee and that the statutory period for filing an appeal before the Tribunal expired long before the present appeal was filed. It was submitted that the assessee had failed to furnish a satisfactory and credible explanation for the entire period of delay. The Revenue further pointed out that the assessee's conduct during the proceedings before the learned CIT(A) itself demonstrates lack of diligence, as the assessee allegedly failed to appear on several occasions despite notices issued by the appellate authority, resulting in the disposal of the appeal. According to the Revenue, the assessee cannot discharge its burden merely by stating that there was a change in management or that the registered office was situated at premises belonging to a person associated with the erstwhile management. The company continued to have the same legal identity and registered address, and it was incumbent upon the present management to ensure that statutory notices and orders were duly received and acted upon. It was also submitted that the explanation regarding the accountant's e-mail address cannot, by itself,

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 18 :: explain the failure to monitor statutory proceedings for several years. The Revenue placed reliance upon, inter alia, the principles laid down by the Hon'ble Supreme Court in Collector, Land Acquisition v. Mst. Katiji, Basawaraj v. Special Land Acquisition Officer, Ajay Dabre v. Pyare Ram, and the decision of the Hon'ble jurisdictional High Court in Siva Industries & Holdings Ltd. v. Assistant Commissioner of Income-tax (Supra), where condonation was declined in the case of an inordinate delay when the explanation did not establish sufficient cause. 9. We have given our thoughtful consideration to the rival submissions. There is no dispute about the proposition that the expression "sufficient cause" occurring in section 253(5) of the Act has to receive a liberal and justice-oriented interpretation. At the same time, such liberal interpretation cannot mean that an assessee acquires an automatic right to have an appeal entertained irrespective of the length of delay or the adequacy of the explanation furnished. The discretion vested in the Tribunal u/s. 253(5) of the Act is a judicial discretion. The assessee seeking condonation has to demonstrate that circumstances existed which genuinely prevented it from filing the appeal within the prescribed period and that it acted with reasonable diligence once such impediment ceased to exist. The question, therefore, is not merely whether some difficulties were faced by the assessee, but whether those difficulties constitute sufficient cause for the entire period of 2,226 days.

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 19 ::

10.In the present case, the delay is extraordinary. The Registry has quantified the delay at 2,226 days, i.e., more than six years. An explanation which may possibly be accepted for a delay of a few days or months cannot automatically be accepted for a delay extending over several years. The longer the delay, the greater is the obligation upon the litigant to establish, by cogent material, that it was prevented by circumstances beyond its control from pursuing its statutory remedy. 11. The Hon'ble Supreme Court has repeatedly emphasised that the existence of sufficient cause is a condition precedent for exercise of the power of condonation and that negligence, inaction or lack of bona fides cannot be converted into sufficient cause merely by adopting a liberal approach.In Basawaraj v. Special Land Acquisition Officer(2013) 14 SCC 81, the Hon'ble Supreme Court held, in substance, that where a party is found to have been negligent, lacking bona fides, or not to have acted diligently, an inordinate delay cannot be condoned merely by imposing conditions. Similarly, in Ajay Dabre v. Pyare Ram [2023 SCC Online SC 92], the Hon'ble Supreme Court reiterated that the expression "sufficient cause" requires an adequate and sufficient reason which prevented the litigant from approaching the court within limitation.The same principle assumes greater significance in

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 20 :: tax proceedings, where the legislature has prescribed a specific period of limitation for challenging an appellate order. 12. Whether the change in management constitutes sufficient cause ? The principal explanation advanced by the assessee is that there was a change in management pursuant to the Share Purchase Agreement and that the present management did not receive the relevant books, records and correspondence from the erstwhile management.We have carefully considered this explanation.In our considered opinion, the change in management, by itself, cannot constitute sufficient cause for keeping the statutory remedy dormant for several years.The assessee before us is a company, and the change in its shareholding or management does not bring about a change in the identity of the assessee as a juristic person. The company continues to remain responsible for monitoring its statutory and legal affairs. A purchaser of shares may have contractual remedies against the erstwhile shareholders or management under the Share Purchase Agreement, including remedies arising from alleged non-handover of records or breach of warranties. However, such contractual arrangements cannot, by themselves, suspend or extend the statutory period of limitation for filing an appeal under the Act.The documents relied upon by the assessee may demonstrate that disputes existed between certain persons associated with the old management. They do not, however, satisfactorily establish why the assessee-company, for the entire period of more than

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 21 :: six years, was incapable of ascertaining the status of its pending income-tax proceedings. 13. The assessee has placed considerable reliance upon the fact that its registered office was located at the premises of Shri R.V. Ravikumar and that the CIT(A) order was allegedly not brought to the knowledge of the present management. We are unable to accept this explanation as sufficient for the entire period of delay. It is significant that the assessee itself admits that Shri R.V. Ravikumar was known to both the erstwhile and present management and that, on certain occasions, he communicated notices and orders received at the registered office. Thus, the assessee was admittedly aware that statutory communications continued to be received at the registered office. Once the assessee-company became aware of difficulties concerning receipt of statutory communications at its registered office, a reasonable and diligent course would have been to put in place an effective mechanism for monitoring such communications, change the registered office/address where necessary, obtain copies of pending proceedings from the Department, or otherwise ascertain the status of the appeal pending before the learned CIT(A).The assessee has not demonstrated that any such steps were taken during the substantial period in question. More importantly, the assessee's explanation does not satisfactorily account for the entire 2,226- day period. The affidavit essentially explains why the assessee claims not to have received the particular CIT(A) order. It does

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 22 :: not establish why the assessee could not have made enquiries regarding the outcome of its appeal before the CIT(A) during the ensuing years. 14. Another circumstance which assumes significance is the conduct of the assessee during the proceedings before the learned CIT(A).The Revenue has pointed out that several hearing notices were issued during the appellate proceedings and that the assessee failed to appear on various occasions. The assessee has not satisfactorily rebutted this aspect of the Revenue's submission. This circumstance is relevant not for the purpose of mechanically attributing every subsequent default to the assessee, but for assessing the overall question of bona fides and diligence. The assessee relies upon the prompt filing of the appeal before the CIT(A) after it allegedly received the assessment order as evidence of its bona fide conduct. We have considered the same. However, prompt action at one stage cannot, by itself, explain prolonged inaction at a later stage. Indeed, the fact that the assessee was capable of promptly approaching the CIT(A) upon receipt of the assessment order makes it necessary for the assessee to explain why it did not take comparable steps to ascertain the fate of the appeal before the CIT(A) for the subsequent several years. 15. The explanation regarding the e-mail ID updated by the accountant also does not, in our view, constitute sufficient cause for such an extraordinary delay. The assessee is a

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 23 :: corporate entity and cannot completely absolve itself of responsibility for its statutory affairs by placing reliance upon the personal e-mail address of an accountant. Even assuming that electronic communications were not effectively received, the assessee has not shown that it made periodic enquiries with the Department, its tax representatives, the learned CIT(A)'s office or otherwise monitored the status of its pending appellate proceedings. The affidavit of the accountant may explain why a particular e-mail account was not monitored. It does not explain the prolonged failure of the assessee-company itself to ascertain the status of its tax litigation. 16. We are conscious of the settled principle that the expression "sufficient cause" should receive a pragmatic construction and that substantial justice should ordinarily prevail over technical considerations. However, condonation of delay is not a matter of right. The assessee must first establish sufficient cause. 17. In the present case, even after filing an additional/supplementary affidavit pursuant to the queries of the Bench, the assessee has not been able to satisfactorily bridge the enormous gap between the expiry of the limitation period and the filing of the present appeal. The additional affidavit provides an account of various circumstances surrounding the change in management, disputes concerning the registered office, non-handover of records and alleged deficiencies in electronic communication. However, these

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 24 :: circumstances, even when considered cumulatively, do not establish that the assessee was legally or factually prevented from taking steps to ascertain the status of its appeal for more than six years. The distinction between an explanation for non- receipt of an order and an explanation for not pursuing the proceedings for several years thereafter is material. The former, even if accepted, does not automatically establish the latter. In our considered view, the assessee has failed to demonstrate the requisite degree of diligence and bona fides necessary for condonation of an extraordinary delay of 2,226 days. 18. The principles emerging from the decisions relied upon by the Revenue support the above conclusion. The decision of the Hon'ble Supreme Court in Collector, Land Acquisition v. Mst. Katiji undoubtedly recognises that a liberal approach may be adopted while considering an application for condonation of delay. However, the said principle cannot be understood as laying down that every delay must necessarily be condoned irrespective of negligence or lack of bona fides. The Hon'ble Supreme Court has subsequently reiterated that liberal construction of "sufficient cause" does not dispense with the requirement that the litigant demonstrate adequate cause and reasonable diligence. 19. The decision of the Hon'ble Jurisdictional High Court in Siva Industries & Holdings Ltd. v. Assistant Commissioner of Income-tax, involving a delay of 2,139 days, is particularly

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 25 :: relevant in the context of the present case. The Hon'ble High Court examined the explanation furnished for the substantial delay and upheld the refusal to condone the delay where the assessee had failed to demonstrate sufficient cause and had not acted with requisite vigilance. Likewise, in C.I. Builders (P.) Ltd. v. Principal Commissioner of Income-tax, the Hon'ble Supreme Court reiterated that although delay may be considered liberally in appropriate cases, the mistake or conduct relied upon by a litigant must be examined in the facts and circumstances of each case and that delay running into years requires careful scrutiny. The principle emerging from these decisions is that length of delay is not by itself conclusive, but the greater the delay, the more compelling and credible must be the explanation. In the present case, the explanation furnished does not satisfy that test. 20. Having regard to the totality of the circumstances, we are unable to hold that the assessee has established "sufficient cause" within the meaning of section 253(5) of the Act for condoning the delay of 2,226 days. We have considered the assessee's explanation with due sympathy, particularly the alleged change in management, disputes concerning the erstwhile management and the alleged non-handover of records. Nevertheless, sympathy cannot substitute the statutory requirement of sufficient cause. The assessee was required to demonstrate not merely that there were difficulties in receiving a particular order, but that such difficulties actually

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 26 :: prevented it from pursuing its statutory remedy throughout the entire period of delay. That burden has not been discharged. We also find that the assessee has not demonstrated sufficient diligence in monitoring its pending tax litigation. The explanation regarding the registered office, the erstwhile management and the accountant's e-mail account, considered either individually or cumulatively, falls short of explaining the extraordinary period of delay. Accordingly, we decline to exercise the discretion vested in us under section 253(5) of the Act. 21. Since the delay in filing the appeal is not condoned, the appeal is not admissible for consideration on merits and is liable to be dismissed as barred by limitation. Accordingly, the application for condonation of delay is rejected and consequently ITA No. 1625/Chny/2025 for assessment year 2012-13 is dismissed in limine as barred by limitation. In the result, the appeal of the assessee is dismissed. ITA No. 3207/Chny/2024 for AY 2012-13: 22. Brief facts: The assessee-company filed its return of income for the Assessment Year 2012-13 on 11.09.2012 declaring total income of Rs.240/-. The original assessment was completed under section 143(3) of the Income-tax Act, 1961 (“the Act”), determining the total income at Rs.2,26,36,438/- .Subsequently, information was received by the Assessing Officer from the DDIT (Investigation), Unit-2(2), Kolkata, stating that the assessee was one of the beneficiaries of an

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 27 :: accommodation entry amounting to Rs.70,00,000/- allegedly provided by M/s Kalyani VincomPvt. Ltd. and its group concerns, including M/s LANFINANCE Pvt. Ltd.As per the information available on record, the assessee-company received a sum of Rs.40,00,000/- on 19.12.2011 and another sum of Rs.30,00,000/- on 20.12.2011 through RTGS from M/s LANFINANCE Pvt. Ltd. It is further stated that the assessee repaid the said amount of Rs.70,00,000/- to the same entity on 07.02.2012.On the basis of the information received from the Investigation Wing, the Assessing Officer formed a belief that income chargeable to tax had escaped assessment and reopened the assessment under section 147 of the Act by issuing notice under section 148. In the reassessment proceedings, the Assessing Officer treated the amount of Rs.70,00,000/- received from M/s LANFINANCE Pvt. Ltd. as unexplained cash credit under section 68 of the Act, on the ground that the said entity was a shell company and was engaged in providing accommodation entries. 23. On appeal before the Ld. CIT(A), the assessee did not appear in response to the notices issued on various dates. The Ld. CIT(A), therefore, proceeded to dispose of the appeal on the basis of the material available on record. 24. We have heard both the parties, considered the material available on record and the orders of the authorities below.It is an admitted position that the assessee did not appear before the Ld. CIT(A) despite the notices issued. Consequently, the

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 28 :: appeal was decided by the Ld. CIT(A) on the basis of the material available on record. We find that the substantive addition of Rs.70,00,000/- involves examination of the nature and genuineness of the underlying transactions. The record, as noticed by the authorities below, indicates that the assessee received Rs.40,00,000/- on 19.12.2011 and Rs.30,00,000/- on 20.12.2011 through RTGS from M/s LANFINANCE Pvt. Ltd. and that the aggregate amount of Rs.70,00,000/- was subsequently repaid to the same entity on 07.02.2012.The assessee had also taken a specific stand during the assessment proceedings that the transactions were carried out by the previous promoters and that the liabilities were to be discharged by the previous owners. The said explanation, however, has not been examined in detail in the appellate order with reference to the relevant books of account, bank statements, confirmations or other documentary evidence which may be produced by the assessee. We are conscious of the fact that the assessee did not avail the opportunities granted by the Ld. CIT(A). Nevertheless, considering the nature of the addition and the fact that the appeal has been decided without the assessee placing its explanation and supporting evidence before the first appellate authority, we are of the considered view that the assessee deserves one effective opportunity to substantiate its case. At the same time, we make it clear that the assessee cannot claim any automatic relief merely because the matter is

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 29 :: being restored. The assessee shall be required to discharge the onus cast upon it under section 68 of the Act by furnishing cogent and reliable evidence in support of the identity and creditworthiness of the creditor and the genuineness of the transaction. In our considered view, the interests of justice would be adequately met if the order of the Ld. CIT(A) is set aside and the matter is restored to his file for fresh adjudication after providing reasonable and effective opportunity of hearing to the assessee. Accordingly, the impugned order of the Ld. CIT(A) is set aside and the appeal is restored to the file of the Ld. CIT(A) for fresh adjudication in accordance with law.The Ld. CIT(A) shall provide reasonable and effective opportunity of being heard to the assessee. The assessee shall be at liberty to furnish all relevant documentary evidence and submissions in support of its grounds. 25. In the result, appeal of the assessee is allowed for the statistical purposes. Order pronounced in the open Court on 04th of September 2026 in Chennai.

Sd/- Sd/- (एस. आर. रघुनाथा) (मनु कुमार िग�र) (S.R.RAGHUNATHA) (MANU KUMAR GIRI) लेखा सद*य/ACCOUNTANT MEMBER �या�यक सद*य/JUDICIAL MEMBER चे�नई/Chennai, +दनांक/Dated: 04th September 2026 Digitally signed SNDP, Sr. PS SANDEE by SANDEEP KUMAR P KUMAR Date: 2026.09.08 09:48:30 +05'30'

ITA No.1625/Chny/2025 & 3207/Chny/2024 (AY 2012-13) BPJ Holdings Pvt Ltd Vs ITO CW-1(2) :: 30 :: आदेश क ��त,ल-प अ.े-षत/Copy to: 1. अपीलाथ�/Appellant 2. ��थ�/Respondent 3. आयकरआयु�/CIT, Chennai / Madurai / Salem / Coimbatore. 4. िवभागीय�ितिनिध/DR 5. गाड�फाईल/GF