BOMBAY XAVERIAN CORPORATION PVT. LTD. (NOW KNOWN AS THE BOMBAY XAVERIAN CORPORATION) ,MAHARASHTRA vs. COMMISSIONER OF INCOME TAX, EXEMPTION, MUMBAI, MAHARASHTRA

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ITA 2380/MUM/2026Status: DisposedITAT Mumbai02 June 2026AY 2026-2713 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 the CIT(E) erred in rejecting the application. The assessee had complied with reporting requirements under the Maharashtra Public Trusts Act, and there was no statutory provision mandating prior approval for such conversion. The absence of a response from the Charity Commissioner could not be used against the assessee.

What were the facts?

The assessee, a long-standing charitable institution, converted from a private limited company to a Section 8 Company. It applied for registration under Section 12AB of the Income Tax Act, but the CIT(E) rejected it, citing lack of prior approval from the Charity Commissioner for the conversion.

What were the issues?

Whether conversion to a Section 8 Company without prior Charity Commissioner approval invalidates an application for registration under Section 12AB. Whether the CIT(E) can deny registration based on assumptions of non-compliance with other statutes without a specific finding of violation.

Which sections of the Income-tax Act were involved?

Section 12AB,Section 2(15),Section 22

AI-generated summary — verify with the full judgment below

Income Tax Appellate Tribunal, ‘B’ BENCH

For Appellant: Shri Gaurav Bansal, CA
For Respondent: Shri Abhishek Meshram
Hearing: 20/05/2026Pronounced: 02/06/2026

आदेश / O R D E R PER AMIT SHUKLA (J.M): The aforesaid appeal has been filed by the assessee against the impugned order dated 31.12.2025 passed by the learned Commissioner of Income Tax (Exemptions), Mumbai, whereby the application filed by the assessee seeking

2 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) registration under section 12AB of the Income Tax Act, 1961 has been rejected.

2.

The assessee has challenged the aforesaid rejection on various grounds. The sum and substance of the grievance raised before us is that the learned CIT(E) has denied registration under section 12AB solely on the premise that the assessee had converted itself into a Section 8 Company under the Companies Act, 2013 without furnishing prior approval or No Objection Certificate from the office of the Charity Commissioner. According to the assessee, such a requirement is not contemplated under the Maharashtra Public Trusts Act, 1950; the change had already been duly reported before the Charity Commissioner in the prescribed manner; the charitable nature of its objects and genuineness of its activities have never been doubted; and therefore denial of registration under section 12AB is wholly unsustainable in law.

3.

Briefly stated, the assessee, The Bombay Xaverian Corporation Pvt. Ltd., is an old and well established charitable institution having a rich and distinguished history. It was originally incorporated on 22.04.1936 under the Indian Companies Act, VII of 1913 and thereafter came to be registered as a Public Charitable Trust under the provisions of the Bombay Public Trusts Act, 1950 (now Maharashtra Public Trusts Act, 1950) vide P.T.R. No. D-264 (Bombay) dated 15.12.1981. Copies

3 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) of the relevant registration documents have been placed in the paper book at pages 31 to 33. There is no dispute whatsoever that the assessee is a historic institution pursuing charitable and philanthropic objectives for several decades. It is, inter alia, engaged in the field of education through the establishment, administration and support of various educational institutions, including schools, which have been serving society for a considerable period of time. The activities of the assessee have consistently been recognized as educational and charitable in nature and there is no adverse finding by any authority either on the genuineness of its activities or on the charitable character of its objects. It is well settled that imparting education constitutes one of the principal limbs of the definition of “charitable purpose” as envisaged under section 2(15) of the Act. Thus, the charitable status of the assessee, particularly in the realm of education, stands embedded in its historical existence and institutional framework and has never been doubted by the Revenue. Accordingly, there is no dispute that the assessee has historically been an institution dedicated to charitable and educational purposes and has been recognized as such for decades. 4. During the relevant period, the assessee was converted into a Section 8 Company under the Companies Act, 2013, limited by guarantee and without share capital. Consequent thereto, the name of the institution stood changed from “The Bombay Xaverian Corporation Pvt. Ltd.” to “The Bombay Xaverian

4 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) Corporation”. Thereafter, the assessee filed an application in Form 10AB under section 12A(1)(ac)(v) seeking registration under section 12AB.

5.

During the course of proceedings before the learned CIT(E), details and documents relating to the conversion were called for. The assessee explained that the conversion had been undertaken strictly in accordance with the provisions of the Companies Act, 2013 and that all consequential compliances had been undertaken. It was specifically submitted that the assessee had already filed the prescribed change report before the office of the Charity Commissioner and had duly intimated the conversion and consequential change in the name and constitutional documents. It was also submitted that under the Maharashtra Public Trusts Act there was no statutory requirement to obtain any prior approval or NOC before effecting such conversion.

6.

The assessee also relied upon the order dated 05.12.1981 passed by the Deputy Charity Commissioner, Greater Bombay Region, while granting registration under the Bombay Public Trusts Act. In the said order, the Deputy Charity Commissioner had specifically recorded that although the Corporation was being registered as a Public Trust under the Bombay Public Trusts Act, it nevertheless continued to remain a company governed by the provisions of the Companies Act. The assessee

5 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) thus contended that its corporate character always remained intact and the subsequent conversion into a Section 8 Company merely altered its status under the Companies Act without affecting its identity, objects or activities.

7.

The assessee further placed on record copies of the change report filed before the office of the Charity Commissioner along with the supporting documents including resolutions, amended constitutional documents, licence issued under section 8 of the Companies Act, registration certificates and other relevant records demonstrating that the conversion had been duly disclosed before the competent authority under the Maharashtra Public Trusts Act.

8.

The learned CIT(E), however, was not convinced with the explanation furnished by the assessee. From the impugned order, it is seen that the learned CIT(E) proceeded on the premise that the assessee had been functioning and claiming exemption as a registered Public Charitable Trust under the Maharashtra Public Trusts Act, 1950 since 1981 and had consistently subjected itself to the regulatory framework of the said enactment. According to him, once the assessee had accepted and operated under the regime of the Maharashtra Public Trusts Act for several decades, conversion of such registered public trust into a Section 8 Company could not be viewed as a routine corporate exercise under the Companies

6 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) Act, 2013 alone, but necessarily required approval of the Charity Commissioner. The learned CIT(E) observed that the assessee had failed to furnish any prior approval obtained from the Charity Commissioner permitting such conversion. He further held that the contention of the assessee that no such approval was required was not supported by any confirmation or certification from the office of the Charity Commissioner. The learned CIT(E) also noted that despite specific opportunities having been granted, the assessee could not produce any document from the Charity Commissioner certifying that no prior approval was required for conversion into a Section 8 Company.

9.

The learned CIT(E) further observed that although the assessee had furnished a copy of an application filed before the Charity Commissioner, the said application essentially related to recording change of name and consequential amendments in the trust records and did not specifically seek a declaration or No Objection Certificate regarding conversion into a Section 8 Company. In order to independently verify the claim of the assessee, the learned CIT(E) addressed a communication to the office of the Assistant Charity Commissioner seeking clarification as to whether prior approval was required and whether the application filed by the assessee pertained to such conversion. However, no response was received from the said authority. The learned CIT(E), therefore, concluded that the

7 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) assessee had failed to furnish complete and satisfactory documentation in support of its claim. According to him, since the conversion had not been supported either by prior approval or by a specific No Objection Certificate from the Charity Commissioner, the assessee had failed to establish compliance with the Maharashtra Public Trusts Act, 1950, which according to him was a law material for achieving its charitable objects. Proceeding on this basis, he held that the conditions contemplated under section 12AB(1)(b) stood violated and consequently rejected the application for registration.

10.

We have carefully considered the rival contentions, perused the impugned order and the material placed before us. At the outset, it is pertinent to note that the rejection of registration is not founded upon any adverse finding regarding the charitable nature of the objects of the assessee or the genuineness of its activities. The learned CIT(E) has nowhere doubted that the assessee is carrying on charitable activities. There is also no dispute that the assessee is engaged in the field of education through various educational institutions and schools and that its activities fall within the ambit of “education”, which is one of the recognized limbs of charitable purpose under section 2(15) of the Act. Thus, the entire controversy lies in a narrow compass and revolves around the solitary issue as to whether non production of a prior approval or NOC from the Charity

8 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) Commissioner could constitute a valid ground for denial of registration under section 12AB.

11.

From the documents placed before us, it is evident that immediately upon conversion into a Section 8 Company, the assessee had reported the change before the office of the Charity Commissioner by filing the prescribed change report under section 22 of the Maharashtra Public Trusts Act, 1950. The change report specifically records the alteration in the name consequent upon conversion under section 8 of the Companies Act, 2013 and was accompanied by all relevant supporting documents. Therefore, factually there is no basis to conclude that the assessee either concealed the conversion or failed to bring the same to the notice of the competent authority under the Maharashtra Public Trusts Act.

12.

The entire premise adopted by the learned CIT(E) proceeds on the assumption that prior approval or a specific NOC from the Charity Commissioner was mandatory before such conversion could take effect. However, when we examine section 22 of the Maharashtra Public Trusts Act, 1950, we find that the statutory requirement is one of reporting the change to the Deputy or Assistant Charity Commissioner in the prescribed form. Upon receipt of such report, the authority is empowered to hold an enquiry, verify the correctness of the change and record appropriate findings for amendment of the entries in the

9 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) register. The provision, therefore, contemplates reporting of the change and subsequent adjudication by the Charity Commissioner. We do not find any statutory mandate under section 22 requiring the assessee to obtain prior approval or a No Objection Certificate before effecting such change. Significantly, the learned CIT(E) has also not referred to any specific provision under the Maharashtra Public Trusts Act which obligates the assessee to obtain such prior approval.

13.

Equally important is the fact that no order has been brought to our notice from the office of the Charity Commissioner holding that the conversion undertaken by the assessee is invalid, unauthorized or contrary to the provisions of the Maharashtra Public Trusts Act. The learned CIT(E) sought clarification from the office of the Charity Commissioner and admittedly no response was received. In our considered opinion, absence of a response from another statutory authority cannot be converted into an adverse circumstance against the assessee, particularly when the assessee had already discharged its obligation of reporting the change and had placed documentary evidence thereof before the learned CIT(E). The assessee cannot be denied registration merely because proceedings before another authority remain pending or because that authority has not yet communicated its decision.

10 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) 14. The legislative intent underlying section 12AB is to enable the prescribed authority to satisfy itself regarding the charitable nature of the objects, genuineness of activities and compliance with such laws as are material for achieving those objects. However, the enquiry contemplated under section 12AB is neither intended to be a roving examination of every conceivable regulatory issue nor does it authorize the CIT(E) to refuse registration on the basis of assumptions regarding possible non compliance with another statute. Before invoking the expression “compliance of any other law”, the authority must first demonstrate the existence of a specific legal obligation, establish its breach and thereafter show how such breach is material to the attainment of the charitable objects. In the present case, none of these foundational requirements stand satisfied. The impugned order proceeds on the assumption that prior approval or NOC from the Charity Commissioner was mandatory; however, no provision of the Maharashtra Public Trusts Act has been cited which imposes such a requirement. On the contrary, the statutory provision relied upon by the assessee, namely section 22 of the Maharashtra Public Trusts Act, contemplates reporting of change and enquiry thereon by the Charity Commissioner. The assessee has admittedly reported the change. Thus, the very premise on which the learned CIT(E) has proceeded is unsupported by the statutory framework itself.

11 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) 15. Equally significant is the fact that there is no finding by the competent authority under the Maharashtra Public Trusts Act holding that the assessee has committed any violation of that enactment. The learned CIT(E) has effectively presumed a violation in the absence of confirmation from the Charity Commissioner. Such an approach, in our considered opinion, travels beyond the scope of enquiry envisaged under section 12AB. The absence of a response from another statutory authority cannot be equated with proof of non compliance. Nor can a charitable institution be denied registration merely because proceedings relating to recording of change remain pending before another forum. Once the assessee had disclosed the conversion, filed the prescribed change report, furnished supporting documents and demonstrated continuation of the same charitable and educational activities, the burden shifted upon the Revenue to show a specific violation of law. In the absence of any such finding, the learned CIT(E) was not justified in treating the alleged non furnishing of an NOC as a disqualification for registration. The enquiry under section 12AB is confined to examining whether the charitable institution exists for genuine charitable purposes and whether there is any established violation of law affecting the attainment of those purposes. It does not extend to denying registration on account of an unsubstantiated procedural assumption.

12 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation) 16. We further find that the order of the Deputy Charity Commissioner dated 05.12.1981 itself records that notwithstanding registration under the Bombay Public Trusts Act, the Corporation continued to remain governed by the provisions of the Companies Act. The subsequent conversion into a Section 8 Company, therefore, cannot be viewed as resulting in any fundamental alteration in the identity or charitable character of the institution. The assessee continues to pursue the very same educational and charitable objectives for which it has been in existence for decades. No material has been brought on record to suggest that the conversion has resulted in diversion of assets, change of objects, cessation of charitable activities or any prejudice to the beneficiaries.

17.

Considering the totality of the facts and circumstances, we are unable to sustain the reasoning adopted by the learned CIT(E). Once the assessee has duly reported the change before the Charity Commissioner in accordance with section 22 of the Maharashtra Public Trusts Act, 1950, and there is no finding from the competent authority that such conversion is invalid or contrary to law, the application for registration under section 12AB could not have been rejected on the ground adopted in the impugned order. We accordingly set aside the order dated 31.12.2025 passed by the learned CIT(E) and direct him to grant registration under section 12AB to the assessee in accordance with law.

13 ITA No.2380/Mum/2026 Bombay Xaverian Corporation Pvt. Ltd., (Now known as the Bombay Xaverian Corporation)

18.

In the result, the appeal filed by the assessee is allowed.

Order pronounced on 2nd June, 2026.

Sd/- Sd/- (PRABHASH SHANKAR) (AMIT SHUKLA) ACCOUNTANT MEMBER JUDICIAL MEMBER Mumbai; Dated 02/06/2026 KARUNA, sr.ps

Copy of the Order forwarded to : 1. The Appellant 2. The Respondent. 3. CIT 4. DR, ITAT, Mumbai 5. Guard file. //True Copy//

BY ORDER,

(Asstt. Registrar) ITAT, Mumbai

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