M/S AURIONPRO SOLUTIONS LIMITED (SUCCESSOR OF M/S KAIROLEAF ANALYTICS PRIVATE LIMITED),NAVI MUMBAI vs. DCIT - CIRCLE 4(1)(1), MUMBAI, MUMBAI

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ITA 41/MUM/2026Status: DisposedITAT Mumbai06 May 2026AY 2009-105 pages

In favour of the assessee: the assessee's appeal was allowed. From the AI summary of this appeal.

AI SummaryAllowed

What did the Tribunal hold?

The Tribunal held that an assessment order passed against a non-existent entity, due to a prior amalgamation, is without jurisdiction and therefore void ab initio. Consequently, the assessment order was quashed.

What were the facts?

The assessee company, Kairoleaf Analytics Private Limited, merged with Aurionpro Solutions Limited. Despite this merger, the Assessing Officer passed an assessment order against the non-existent entity, Kairoleaf Analytics Private Limited. The CIT(A) upheld this order.

What were the issues?

Whether an assessment order passed against a company that has ceased to exist due to amalgamation is valid. Whether the addition of share application money under Section 68 is justified when the assessment itself is invalid.

Which sections of the Income-tax Act were involved?

Section 143(3),Section 147,Section 148,Section 254(1),Section 68

AI-generated summary — verify with the full judgment below

PER PAWAN SINGH, JUDICIAL MEMBER;

1.

This appeal by the assessee is directed against the order passed by the CIT(A)

dated 04.11.2025 for Assessment Year (A.Y.) 2009-10. The assessee has raised

the following grounds of appeal:

Ground No. 1: On the facts and in the circumstances of the case and in law, the Hon'ble CIT(A)/National Faceless Appeal Centre has erred in upholding the assessment order passed by the learned Assessing officer ('Ld AO') under section 143(3) read with section 147 of the Income-tax Act, 1961 ('the Act') on the name of Kairoleaf Analytics Private Limited which had ceased to exist pursuant to its merger with Aurionpro Solutions Limited with effect from 10.06.2011, as duly approved by the Hon'ble Bombay High court dated 10.06.2011 thereby making the entire assessment proceedings as void-ab-intio and is liable to be quashed. Ground No. 2: On the facts and in the circumstances of the case and in law, the Hon'ble CIT(A)/National Faceless Appeal Centre has erred in confirming the addition of INR

M/s Aurionpro Solutions Ltd. ITA No. 41/Mum/2026 (AY 2009-10) 5,13,56,800/-by the Ld AO under section 68 of the Act, by treating the share application as unexplained and bogus, despite the appellant having duly established the identity of the investors and genuineness of the of the transactions. The appellant, therefore, prays that the said addition be deleted in full. Ground No. 3: On the facts and in the circumstances of the case and in law, the Hon'ble CIT(A)/National Faceless Appeal Centre has erred in confirming the disallowance of INR 72,80,644 made by Ld AO in assessment order under section 143(3) read with section 147 of the Act, being 50% of total expenses debited to Profit and Loss account. The appellant submits that the said disallowance is unjustified and prays that it be deleted in full. Ground No. 4 On the facts and in the circumstances of the case and in law, the Hon'ble CIT(A)/National Faceless Appeal Centre has erred in confirming disallowance of INR 1,87,00,166 made by the Ld. AO under section 143(3) read with section 147 of the Act, being 50% of capital work in progress, without appreciating the fact that the expenditure was incurred wholly and exclusively for the development of software. The appellant, therefore, prays that the said disallowance be deleted in full

Ground No. 5: The appellate craves the leave to add, amend or alter all or any of the grounds of appeal.”

2.

Rival submissions of both the parties have been heard and record perused. The learned authorised representative (ld.AR) of the assessee submitted that assessment order was passed against non-existing entity. The Assessing Officer issued under Section 148 on 29.03.2014 for assessment year 2009-10. Copy of which is filed at page no.23 of paper-book. Notice under Section 143(2) was issued on 12.06.2024, copy of which is filed at Page No.24 paper book. Assessment was completed under Section 143(3) r.w.s. 147 on 27.03.2015. During the assessment the assessee informed the Assessing Office vide its letter dated 25.06.2024 that Kairoleaf Analytic Pvt. Ltd. has been merged with Aurionpro Solution Ltd. w.e.f. 01.04.2010. The copy of order of amalgamation approved by Bombay High Court was also furnished. Despite informing the

M/s Aurionpro Solutions Ltd. ITA No. 41/Mum/2026 (AY 2009-10) Assessing Officer about merger of Kairoleaf Analytic Pvt. Ltd. with Aurionpro Solution Pvt. Ltd., the Assessing Officer passed assessment order in the name of Kairoleaf Analytic Pvt. Ltd. The assessee also raised similar objection before CIT(A). The Ld. CIT(A) obtained remand report wherein, during the remand proceeding the assessee once again gave in writing that Kairoleaf Analytic Pvt. Ltd. is not a non-existing entity and has been amalgamated with Aurionpro Solution Pvt. Ltd. The AO also accepted this fact in his remand report. Such fact is recorded at Page No.10 of order of CIT(A). The CIT(A) despite accepting such fact, instead of taking any corrective measure passed the order against non- existing entity. The Ld. AR of the assessee submits that order passed against non-existing entity is void ab initio and the assessment is liable to be quashed. To support his submission the Ld. AR of the assessee relied on the following decisions:  PCIT vs. Maruti Suzuki India Ltd. (2019) 107 taxmann.com 375 (SC),  CIT vs. Lovely Exports (P.) Ltd. (2008) 216 CTR 195 (SC),  CIT-1 vs. Gagandeep Infrastructure (P.) Ltd. (2017) 80 taxmann.com 272 (Bom.) and  CIT vs. NDX P2P (P.) Ltd. (2026) 183 taxmann.com 496 (Mum-Trib.). 3. Even on merit, the ld AR of the assessee submits that he has good case on merit. The assessee substantiated the identity and genuineness of share application and share premium by filing complete evidence before AO. 4. On the other hand, the Ld. Sr. DR of the revenue supported the order of

AO/CIT(A) on legal issue as well as on merit.

5.

We have considered the submissions of both the parties and have gone through the orders of lower authorities carefully. We have also deliberated on various case laws and the various documentary evidences placed before us. There is no 3

M/s Aurionpro Solutions Ltd. ITA No. 41/Mum/2026 (AY 2009-10) dispute that Kairoleaf Analytic Pvt. Ltd. was merged/amalgamated with Aurionpro Solutions Ltd., scheme of merger was duly approved by Hon’ble Bombay High Court vide order dated 10.06.2021. We find that notice under Section 148 was issued on 29.03.20247. We further find that assessee informed the Assessing Officer vide his letter dated 25.06.2014 about merger of Kairoleaf Analytic Pvt. Ltd. with Aurionpro Solutions Ltd. Despite informing the Assessing Officer instead of issuing fresh notice under Section 148 in the name of Aurionpro Solutions Ltd, continued with proceeding against the non-existing entity. The Ld. CIT(A) was also informed about non-existence of Kairoleaf Analytic Pvt. Ltd. We find that Hon’ble Apex Court in PCIT vs. Maruti Suzuki India Ltd. (supra) while considering similar question of law held that where the assessee company was amalgamated with another company and thereby lost its existence, assessment order passed subsequently in name of said non-existing entity would be without jurisdiction and was to be set aside. Considered the aforesaid factual and legal position we held that assessment is passed against non-existing entity and the same is invalid. Therefore, assessment order is quashed. Considering the fact that we have quashed the assessment order therefore, adjudication of issue on merit has become academic in nature. 6. In the result, the appeal raised by the assessee is allowed.

Order pronounced in the open Court on 06/05/2026.

Sd/- Sd/-

GIRISH AGRAWAL PAWAN SINGH ACCOUNTANT MEMBER JUDICIAL MEMBER

MUMBAI, DATED: 06/05/2026 Aniket, Sr. PS

M/s Aurionpro Solutions Ltd. ITA No. 41/Mum/2026 (AY 2009-10) Copy of the order forwarded to: (1) The Assessee; (2) The Revenue; (3) The PCIT / CIT (Judicial); (4) The DR, ITAT, Mumbai; and (5) Guard file. By Order Assistant Registrar ITAT, Mumbai

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