PLANET VINCOM LLP (ERSTWHILE PLANET VINCOM PVT. LTD.,),,EAST DELHI vs. ITO, WARD 5(1), KOLKATA,, KOLKATA

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ITA 1695/KOL/2026Status: DisposedITAT Kolkata21 October 2026AY 2009-20107 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 notice issued under Section 148 of the Income Tax Act, 1961, in the name of a non-existent entity is bad in law and is hereby quashed. Consequently, the assessment framed based on this invalid notice is also invalid and quashed. The Tribunal relied on the decision of the Hon'ble Jurisdictional Calcutta High Court in Principal Commissioner of Income Tax vs GPT Sons Pvt. Ltd. [2024] 168 taxmann.com 593 (Calcutta), which held that reassessment proceedings initiated by issuing notice in the name of a non-existing entity are invalid in law. The Tribunal also referred to the Hon'ble Apex Court's decision in PCIT Vs. Maruti Suzuki India Limited (2019) 416 ITR 613, which held that the amalgamating entity ceasing to exist upon an approved scheme of amalgamation renders the jurisdictional notice issued in its name invalid. The principle is that a defect that goes to the root of jurisdiction cannot be cured, and participation in proceedings by an entity that has ceased to exist cannot operate as an estoppel against law. The appeal of the assessee was allowed.

What were the facts?

The assessee, Planet Vincom LLP (erstwhile Planet Vincom Pvt. Ltd.), is in appeal against the order of the National Faceless Appeal Centre, Delhi, for Assessment Year 2009-10. The assessee's primary contention is that the assessment order passed by the Assessing Officer (AO) is invalid because it is based on an invalid notice under Section 148 of the Income Tax Act, 1961. This notice, dated March 29, 2016, was issued in the name of a non-existent entity, M/s Planet Vincom Pvt. Ltd. The assessee states that the company converted into Planet Vincom LLP effective May 19, 2012, and this fact was communicated to the AO on August 12, 2014. The revenue relied on the orders of the authorities below.

What were the issues?

1. Whether the notice issued under Section 148 of the Income Tax Act, 1961, dated March 29, 2016, is invalid and consequently renders the assessment order null and void, as it was issued in the name of a non-existent entity (M/s Planet Vincom Pvt. Ltd.) which had converted into Planet Vincom LLP effective May 19, 2012. Assessee's contentions: The notice under Section 148 is invalid as it was issued to a non-existent entity. The conversion to LLP was effective from May 19, 2012, and this was brought to the AO's notice on August 12, 2014. Proceedings based on an invalid notice are bad in law and nullities. Relied on judgments of the Hon'ble Jurisdictional High Court, Hon'ble Bombay High Court, and other Coordinate benches. Revenue's contentions: The learned DR relied on the orders of the authorities below.

Which sections of the Income-tax Act were involved?

Section 148,Section 147,Section 143(1),Section 143(3),Section 144C(1)

AI-generated summary — verify with the full judgment below

Income Tax Appellate Tribunal, “D” BENCH, KOLKATA

For Appellant: Shri Amit Agarwal, AR
For Respondent: Shri Sanat Kumar Raha, DR
Hearing: 25.08.2026Pronounced: 21.10.2026

Per Rajesh Kumar, AM:

This is an appeal preferred by the assessee against the order of the National Faceless Appeal Centre, Delhi [(hereinafter referred to as the “Ld. CIT(A)”] dated 24.10.2025 for the AY 2009-10.

2.

At the time of hearing, the ld.Counsel for the assessee, inter- alia, raised a ground, which is against the order of Learned CIT(A) upholding the assessment order passed by the AO which is invalid and nullity in the eyes of law, as the same is based upon an invalid notice issued under section 148 dated

ITA No. 1695/KOL/2026 Planet Vincom LLP; A.Y. 2009-10 29-03-2016 in the name of non-existent entity i.e. s M/s Planet VincomPvt. Ltd. After hearing the rival contentions and perusing the material 3. on record, we find that the assessee has raised the above ground of appeal challenging the jurisdiction of the AO to make the addition. The ld. Counsel for the assesseesubmitted that noticeissued under section 148 of the Act dated 29.03.2016, is invalid as the same has been issued in the name of a non-existent entity. The said notice is placed at Page 21 of the Paper-book filed before us. 4. The ld. AR submitted that the said company has been converted into an LLP i.e. Planet Vincom LLP with effect from 19.05.2012 the proof whereof is available at page 18 of the Paper-Book. The ld. Counsel for the assessee submitted that the said fact has been brought to the notice of the ld.AO by the assessee vide letter dated 12-08-2014 which is available at Page 19 of the Paper-Book which was received in the office of the AO on same date. The ld. Counsel for the assessee therefore prayed that the proceeding initiated on the basis of invalid notice is also bad in law, nullity and so is the consequent assessment framed by the AO.

5.

The Ld. AR relied upon the various judgments of Hon’ble Jurisdictional High Court, Hon’ble Bombay High Court and other Coordinate benches orders in support of his case.

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ITA No. 1695/KOL/2026 Planet Vincom LLP; A.Y. 2009-10 6. The ld. DR on the other hand relied on the orders of the authorities below.

7.

After hearing the rival contentions and perusing the materials available on record, we find that in this case the notice under section 148 of the Act has been issued in the name of a non- existent entity i.e. M/s Planet Vincom Pvt. Ltd., which was converted into a LLP with effect from 19-05-2012 and the said fact has been brought to the notice of the ld. AO by the assessee vide letter dated 12-08-2014.

8.

We note that identical issue has been decided by the Hon’ble Jurisdictional Calcutta High Court in its decision reported in Principal Commissioner of Income Tax vs GPT Sons Pvt. Ltd. [2024] 168 taxmann.com 593 (Calcutta) wherein the Hon’ble Jurisdictional has held that reassessment proceedings initiated by issuing notice in the name of non-existing entity is invalid in law. The relevant operative part is as under:-

3.

The short question which falls for consideration in this appeal is whether the reopening of the assessment was valid in law, inasmuch as, the notice was admittedly sent to a non existing entity. Before us the learned standing counsel vehemently contend that the fact that the assessee company was amalgamated with GPT Ventures Pvt. Ltd. was never disclosed to the assessing officer and they came to know only on 2024. 4. This submission appears not to have been raised any such fact before the learned Tribunal. Nonetheless, we considered the said submission and we found the said submission to be factually incorrect as the assessing officer was aware of the amalgamation even at the time when proceedings were initiated under Section 147 of the Act pursuant to the notice dated 6.12.2018. Apart from that in the reasons to believe which was appended to the notice the Page 3 of 8

ITA No. 1695/KOL/2026 Planet Vincom LLP; A.Y. 2009-10 assessing officer has specifically referred to the details regarding the amalgamation. Therefore, the submission of the revenue cannot be accepted as it is factually incorrect. 5. The second aspect contending that the assessee had filed the return in the name of the company prior to its amalgamation. This issue was also considered by the learned Tribunal and after taking note of the decision of this Court in the case of I.K. Agencies (P.) Ltd. v. Commissioner of Wealth-tax [2012] 20 taxmann.com 731/347 ITR 664 (Calcutta) the contention was rejected since the fact that the real assessee subsequently filed its return with objection that such notice is invalid cannot cure the defect which goes to the root of the jurisdiction to reopen the proceedings. Further it was held that the said provision cannot cure the defect of the nature involved in the case where no notice at all has been issued by the real assessee responsible for payment of its dues. The learned Tribunal also took note of the decision in the case of Alamelu Veerappan v. Income Tax Officer [2018] 95 taxmann.com 155/257 Taxman 72 (Madras) which was rendered by relying upon the decision of the Hon'ble Supreme Court in CIT v. Amarchand N. Shroff [1963] 48 ITR 59 (SC). 6. The learned standing Counsel appearing for the revenue placed reliance on the decision of the Hon'ble Supreme Court in Mahagun Realtors (P.) Ltd. (supra). In fact this decision was also placed by the learned Advocate by the revenue. The learned Tribunal took note of the facts of the said case and found that in the said case the assesee had suppressed the fact of amalgamation. However, in the instant case as pointed out earlier the fact of amalgamation was well within the knowledge of the assessing officer as early as in the year 2018. So far as filing of return in the name of the assessee company prior to its amalgamation was an event which could not be avoided by the assessee and in any event mere filing of such return cannot be taken to be a ground to cure the inherent defect which goes to the root of the matter. 7. Therefore, the decision of the Hon'ble Supreme Court in Mahagun Realtors Pvt. Ltd. (supra) cannot be of any assistance to the facts and circumstances of the present case. 8. For the reasons as stated above, the appeal is dismissed. 9. The substantial questions of law are answered against the revenue. Page 4 of 8

ITA No. 1695/KOL/2026 Planet Vincom LLP; A.Y. 2009-10

9.

The case of the assessee is also covered by the decision of Hon’ble Apex Court in the case of PCIT Vs. Maruti Suzuki India Limited reported in (2019) 416 ITR 613, wherein it has been held as under:

"The assessee SPIL was a joint venture between SMC and MSIL. It filed its return declaring certain taxable income. The return was processed under section 143(1) and then picked up for scrutiny. Notices under section 143(2) were issued. Subsequently, the High Court passed an order approving the Scheme of Amalgamation by which SPIL (Amalgamating Company) was amalgamated with 'MSIL (Amalgamated Company) with effect from 1-4-2012. Thereafter. assessment proceedings continued with the participation of MSIL representing SPIL in the assessment proceedings. The Assessing Officer passed the assessment order under section 143(3), read with section 144C(1) in the name of SPIL. The assessee filed appeal where one of the grounds urged was that the assessment order was without jurisdiction in as much as it had been passed in the name of an entity that had ceased to exist on the date of the assessment order. The Tribunal accepted the said plea of the assessee as a result of which the assessment order was set aside. On revenue's appeal the High Court following its earlier decision in the case of the assessee for assessment year 2011-12 affirmed the decision of the Tribunal. On appeal to the Supreme Court, it was held that. "33 In the present case, despite the fact that the assessing officer was informed of the amalgamating company having ceased to exist as a result of the approved scheme of amalgamation, the jurisdictional notice was issued only in its name. Ampi Finance Limited The basis on which jurisdiction was invoked was fundamentally at odds with the legal principle that the amalgamating entity ceases to exist upon the approved scheme of amalgamation Participation in the proceedings by the appellant in the circumstances cannot operate as an estoppel against law This position now holds the field in view of the judgment of a co-ordinate Bench of two learned judges which dismissed the appeal of the Revenue in Spice Enfotainment (supra) on 2 November 2017. The decision in Spice Enfotainmenthos been followed Page 5 of 8

ITA No. 1695/KOL/2026 Planet Vincom LLP; A.Y. 2009-10 in the case of the respondent while dismissing the Special Leave Petition for AY 2011-2012. In doing so, this Court has relied on the decision in Spice Enfotainment (supra) 34. We find no reason to take a different view. There is a value which the court must abide by in promoting the interest of certainty in tax litigation. The view which has been taken by this Court 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 35. For the above reasons, we find no merit in the appeal The appeal is accordingly dismissed. There shall be no order as to costs." 10. Considering the facts of the case, in the light of the above decisions, we are of the view that notice issued under section 148 of the Act in the name of a non-existent entity is bad in law and is hereby quashed. Similarly, the assessment framed consequently is also invalid and is hereby quashed.

11.

In the result, the appeal of the assessee is allowed.

Order pronounced on 21.10.2026.

Sd/- Sd/- Sd/-Sd/- Sd/- (PRADIP KUMAR CHOUBEY) (RAJESH KUMAR) (JUDICIAL MEMBER) (ACCOUNTANT MEMBER) Kolkata, Dated: 21.10.2026 Sudip Sarkar, Sr.PS

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ITA No. 1695/KOL/2026 Planet Vincom LLP; A.Y. 2009-10 Copy of the Order forwarded to: The Appellant 1. 2. The Respondent 3. CIT 4. DR, ITAT, 5. Guard file. BY ORDER, True Copy// // TRUE COPY //

Dy. Registrar Income Tax Appellate Tribunal, Kolkata

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