ASSISTANT COMMISSIONER OF INCOME TAX, CIRCLE-1(1)(1), VADODARA vs. M/S SCHAEFFLER INDIA LTD(FORMERLY KNOWN INA BEARING INDIA PVT LTD), VADODARA

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ITA 2021/AHD/2025Status: DisposedITAT Ahmedabad22 April 2026AY 2016-175 pages
AI SummaryDismissed

What did the Tribunal hold?

The Tribunal held that an assessment order passed in the name of a non-existent entity, after being informed of the amalgamation, is invalid and without jurisdiction. The CIT(A)'s decision to quash the assessment was upheld.

What were the facts?

The assessee company, INA Bearing India Pvt. Ltd., amalgamated with Schaeffler India Ltd. as per NCLT order. Despite informing the tax authorities about this amalgamation, the Assessing Officer passed the assessment order in the name of the non-existent entity, INA Bearing India Pvt. Ltd.

What were the issues?

Whether an assessment order passed against a non-existent entity after amalgamation is valid in law. Whether such an order is curable under Section 292B of the Act.

Which sections of the Income-tax Act were involved?

Section 143(3),Section 144C

AI-generated summary — verify with the full judgment below

Income Tax Appellate Tribunal, AHMEDABAD “D” BENCH

Before: DR. BRR Kumar & Shri T. R. Senthil Kumar

IN THE INCOME TAX APPELLATE TRIBUNAL AHMEDABAD “D” BENCH Before: DR. BRR Kumar, Vice President And Shri T. R. Senthil Kumar, Judicial Member

ITA No: 2021/Ahd/2025 Assessment Year: 2016-17 The ACIT M/s. Schaeffler India Ltd. Circle-1(1)(1), (Formerly known INA Vadodara Vs Bearing India Pvt. Ltd.) PO-Maneja, Vadodara, Gujarat-390013 PAN: AAACI7163H (Appellant) (Respondent) Revenue Represented: Shri Sher Singh, CIT-DR Assessee Represented: Shri Milin Mehta, A.R.

Date of hearing : 18-03-2026 Date of pronouncement : 22-04-2026 आदेश/ORDER PER : T.R. SENTHIL KUMAR, JUDICIAL MEMBER:-

This appeal is filed by the Revenue as against the appellate order dated 05-08-2025 passed by the Commissioner of Income Tax (Appeals)-13, Ahmedabad arising out of the assessment order passed under section 143(3) r.w.s. 144C of the Income Tax Act, 1961 (hereinafter referred to as ‘the Act’) relating to the Assessment Year 2016-17.

I.T.A No. 2021/Ahd/2025 A.Y. 2016-17 2 ACIT Vs. M/s. Schaeffler India Ltd. (Formerly known as INA Bearing India Pvt. Ltd.)

2.

Brief facts of the case is that the assessee is a Company engaged in the business of manufacturing, development, marketing and distribution of roller bearing, linear bearing systems and engine components. The assessee is one of the companies of Schaeffler Group and in pursuance of the scheme of amalgamation approved by National Company Law Tribunal (NCLT), Mumbai Bench, vide order dated 08-10- 2018, it got amalgamated with Schaeffler India Ltd. w.e.f. 01-01-018. Pursuant to the same, the assessee’s case was transferred from DCIT, Pune on 28-11-2018 to ACIT, Circle-1(1)(2), Vadodara. Thereafter notice u/s. 142(1) of the Act was issued and assessment was completed making Upward Adjustments by passing a draft assessment order and final assessment order dated 17-01-2020 in the name of M/s. INA Bearings India Pvt. Ltd.

3.

Aggrieved against the assessment order, assessee filed an appeal before Ld. CIT(A) raising legal ground that the assessment order passed on a non-existing legal entity, which is invalid in law, when the assessing officer was brought to his notice vide assessee’s letter dated 31-10-2018 and also the assessee filed the order of NCLT dated 08-10- 2018. Thus relying upon Hon’ble Supreme Court judgment in the case of PCIT vs. Maruti Suzuki India Ltd. [2019] 107 taxmann.com 375 and Hon’ble Gujarat High Court in the case of Anokhi Realty (P) Ltd. vs. ITO [2023] 153 taxmann.com 275, Ld. CIT(A) considered the above legal ground and held that the assessment is framed on a non-existing legal entity, thereby quashed the entire assessment by observing as follows:

“….5.4 I have carefully gone through the grounds of appeal, statement of fact, assessment order passed by the AO, written submission uploaded and judicial decisions relied upon by the appellant on the issue It is an admitted fact on

I.T.A No. 2021/Ahd/2025 A.Y. 2016-17 3 ACIT Vs. M/s. Schaeffler India Ltd. (Formerly known as INA Bearing India Pvt. Ltd.)

record that INA Bearings India Pvt. Limited was merged with Schaeffler India Ltd. vide NCLT order dated 08.10.2018 and the same was also informed to the department on 31.10.2018 to the Assistant Commissioner of Income Tax, Circle 1(1), Pune. Subsequently, case records of the appellant were transferred to the AO having jurisdiction over Schaeffler India Limited at Vadodara on 28.11.2018. The replies before the AO le. ACIT. Circle-1(1)(2), Vadodara were filed by Schaeffler India Limited in capacity of successor of INA Bearings India Pvt. Ltd. It was also submitted that Schaeffler India Limited has also intimated the AO at Vadodara about the merger of INA Bearings India Pvt. Ltd. vide letter dated 05.11.2018 Despite all these facts available at the time of assessment order, AO. ACIT, Circle-1(1)(2), Vadodara had passed the final assessment order in the name of "INA Bearings India Pvt. Ltd." on 17.01.2020 which was not existent at the time of passing of the assessment order. All these facts clearly demonstrate that Assessing Officer was fully aware about merger of erstwhile INA Bearings India Pvt. Ltd. with Schaeffler India Ltd 5.5 Considering the above facts on record, I am of the view that appellant has discharged his onus by duly disclosing the fact of merger of INA Bearings India Pvt. Ltd. with Schaeffler India Ltd. to all concerned including the AO. However, AO has ignored this fact and passed the assessment order u/s 143(3) in the name of INA Bearings India Pvt. Limited, a non-existing entity. The case laws relied upon by the appellant is fully applicable in the case of appellant including the decision of Hon'ble Supreme Court in the case of Principal Commissioner of Income Tax, New Delhi v. Maruti Suzuki India Ltd. [2019] 107 taxmann.com 375 (SC) wherein, it has been held that assessment order passed in the name of non-existing amalgamating entity would be without jurisdiction and is to be set aside. Further, Hon'ble Supreme Court in the case of Spice Enfotainment [TS- 504-SC-2017) had dismissed Revenue's appeal and upheld the Hon’ble Delhi HC judgment, wherein it was held that assessment on non-existent entity is void and not curable under section 2928 of the Act. 5.6 The Hon'ble Delhi High Court in a recent judgment had dismissed the appeal in the case of Commissioner of Income Tax vs. Sony Mobile Communications India Pvt. Ltd (company) and quashed the assessment by holding that the assessment order passed in the name of a non-existent company, despite being informed of the amalgamation, was null and void by relying upon the decision of the Hon'ble Supreme Court in the case of Maruti Suzuki India Ltd. 5.7 In view of the above facts and respectfully following the decision of Hon'ble Supreme Court and Jurisdictional Gujarat High Court in the case of Anokhi Realty (P) Ltd., I find force in the contention of the appellant that impugned assessment order passed u/s 143(3)/144C(3) by ACIT, Circle-1(1)(2) Baroda dated 17.01.2020 in the name of non-existent entity Le. INA Bearings India Pvt. Ltd. PAN AAACI7163H is bad in law and without jurisdiction. Therefore the assessment order u/s. 143(3)/144C(3) framed and passed by the AO is quashed. Thus, Additional Grounds No.1, 2 & 3 of the appeal raised are allowed.

I.T.A No. 2021/Ahd/2025 A.Y. 2016-17 4 ACIT Vs. M/s. Schaeffler India Ltd. (Formerly known as INA Bearing India Pvt. Ltd.)

4.

Aggrieved against the appellate order, the Revenue is in appeal before us raising the following Grounds of Appeal:

(i) "On the facts and circumstances of the case and in law, the Ld.CIT(A) erred in quashing the assessment order passed u/s 143(3) rws 144C of the Act without appreciating the fact that assessee M/s Schaeffler India Ltd actively participated in the assessment proceedings and raised no objection against the notices issued in the name of M/s INA Bearing India P Ltd. (ii) The appellant craves leaves to add, modify, amend or alter any grounds of appeal at the time of, or before, the hearing of appeal

5.

Heard rival submissions and perused the materials available on record. It is undisputed fact that the Scheme of Amalgamation order passed by NCLT, Mumbai was filed by the assessee before the Assessing Officer vide letter dated 31-10-2018 which was received and acknowledged by the A.O. at Pune on 01-11-2018 which is placed at Page Nos. 1 & 2 of the Paper Book. Further vide assessee’s letter dated 05-11-2018 on the same information which was received by DCIT, Circle-1(1)(2), Vadodara on 06- 11-2018. In spite of the knowledge of the Amalgamation, the assessing officer passed the assessment order on a non-existing entity namely M/s. INA Bearing India Pvt. Ltd. This issue of passing order on a non-existing entity is no more res integra, even after intimation of the change of name by the assessee company to the concerned assessing officer, as held by Hon’ble Supreme Court in the case of Maruti Suzuki India Ltd., which was followed by Ld. CIT(A) in his appellate order. Thus the findings arrived by Ld. CIT(A) does not require any interference. Therefore the grounds raised by the Revenue are devoid of merits and liable to be dismissed.

I.T.A No. 2021/Ahd/2025 A.Y. 2016-17 5 ACIT Vs. M/s. Schaeffler India Ltd. (Formerly known as INA Bearing India Pvt. Ltd.) 6. In the result, the appeal filed by the Revenue is here dismissed.

Order pronounced in the open court on 22-04-2026

Sd/- Sd/- (DR. BRR KUMAR) (T.R. SENTHIL KUMAR) VICE PRESIDENT JUDICIAL MEMBER Ahmedabad : True Copy Dated 22/04/2026 आदेश क� ��त�ल�प अ�े�षत / Copy of Order Forwarded to:- 1. Assessee 2. Revenue 3. Concerned CIT 4. CIT (A) 5. DR, ITAT, Ahmedabad 6. Guard file. By order/आदेश से, उप/सहायक पंजीकार आयकर अपील�य अ�धकरण, अहमदाबाद

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