INTERNATIONAL HOSPITAL LIMITED vs. DCIT CIRCLE 12 (2)

ITA 116/2023 & other connected matters Page 1 of 52

* IN THE HIGH COURT OF DELHI AT NEW DELHI %

Judgment reserved on: September 11, 2024 Judgment pronounced on September 26, 2024

+ ITA 116/2023

INTERNATIONAL HOSPITAL LIMITED .....Appellant

Through: Mr. Simran Mehta, Advocate.

versus

DCIT CIRCLE 12 (2)

.....Respondent Through: Mr. Gaurav Gupta, SSC along with Mr. Shivendra Singh and Mr. Yojit Pareek, JSCs. + W.P.(C) 13807/2022 RELIGARE ENTERPRISES LIMITED (AS SUCCESSOR-IN- INTEREST OF RELIGARE SECURITIES LTD) .....Petitioner Through: Mr. Rohit Jain, Mr. Aniket D. Agrawal Ms. Manisha Sharma and Ms. Somya Jain, Advocates

versus

ASSISTANT COMMISSIONER OF INCOME TAX & ORS.

.....Respondents Through: Mr. Sunil Kumar Agarwal, SSC along with Mr. Shivansh B. Pandya, Mr. Viplav Acharya, JSCs and Mr. Utkarsh Tiwari, Adv. + W.P.(C) 11498/2019

BABA LEASE & INVESTMENT PVT LTD .....Petitioner

Through: Mr. Prakash Sinha, Adv.

versus

INCOME TAX OFFICER, WARD NO. 15(1), DELHI

.....Respondent Through: Mr. Siddhartha Sinha, SSC along Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 2 of 52

with Ms. Dacchita Shahi and Ms. Anjuja Pethia, JSCs, Mr. Nring Chamwibo Zeliang and Ms. Anu Priya Minz, Advs. + W.P.(C) 1894/2020

M/S BABA LEASE & INVESTMENT PVT LTD .....Petitioner

Through: Mr. Prakash Sinha, Adv.

versus

INCOME TAX OFFICER WARD NO 16(1), DELHI

.....Respondent Through: Mr. Anurag Ojha, SSC along with Ms. Hemlata Rawat and Mr. V.K. Saksena, JSCs.

+ W.P.(C) 10882/2021 GARTNER INDIA RESEARCH AND ADVISORY SERVICES PRIVATE LIMITED

.....Petitioner Through: Mr. Vishal Kalra, Ms. Singdha Gautam, Mr. S.S. Tomar and Mr. Ankit Sahni, Advs.

versus

THE ASSESSING OFFICER NATIONAL FACELESS ASSESSMENT CENTRE DELHI & ANR. .....Respondents Through: Mr. Abhishek Maratha, SSC with Mr. Parth Semiwal, Mr. Apoorv Agarwal, Jr SCs, Ms. Nupur Sharma, Mr. Gaurav Singh, Ms. Muskan Goel, Mr. Bhanukaran Singh, Ms. Surabhi Jain and Mr. Himanshu Gaur, Advocates. + W.P.(C) 13862/2021 BSBK ENGINEERS PRIVATE LIMITED (RESULTING COMPANY OF VOGUE LEASING AND FINANCE PVT. LTD.)

.....Petitioner Through: Mr. Amol Sinha, Mr. Kshitij Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 3 of 52

Garg and Mr. Sourav Verma, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX CENTRAL CIR-13 DELHI

.....Respondent Through: Mr. Sanjay Kumar, SSC along with Ms. Easha Kadian, JSC. + W.P.(C) 13883/2021 BSBK ENGINEERS PRIVATE LIMITED (RESULTING COMPANY OF MADHULIKA FINANCE COMPANY LTD.)

.....Petitioner Through: Mr. Amol Sinha, Mr. Kshitij Garg and Mr. Sourav Verma, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX CENTRAL CIR-13 DELHI

.....Respondent Through: Mr. Sanjay Kumar, SSC along with Ms. Easha Kadian, JSC. + W.P.(C) 13930/2021 RELIGARE ENTERPRISES LTD. (AS SUCCESSOR-IN- INTEREST OF RGAM INVESTMENT ADVISERS PRIVATE LIMITED)

.....Petitioner Through: Mr. Rohit Jain, Mr. Aniket D. Agrawal Ms. Manisha Sharma and Ms. Somya Jain, Advocates

versus

ASSISTANT COMMISSIONER OF INCOME TAX & ANR.

.....Respondents Through: Mr. Sunil Kumar Agarwal, SSC along with Mr. Shivansh B. Pandya, Mr. Viplav Acharya, JSCs and Mr. Utkarsh Tiwari, Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 4 of 52

Adv. + W.P.(C) 14005/2021 RELIGARE ENTERPRISES LTD. (AS SUCCESSOR-IN- INTEREST OF RELIGARE CAPITAL MARKETS (INDIA) PVT. LTD.)

.....Petitioner Through: Mr. Rohit Jain, Mr. Aniket D. Agrawal Ms. Manisha Sharma and Ms. Somya Jain, Advocates

versus

ASSISTANT COMMISSIONER OF INCOME TAX & ANR.

.....Respondents Through: Mr. Sunil Kumar Agarwal, SSC along with Mr. Shivansh B. Pandya, Mr. Viplav Acharya, JSCs and Mr. Utkarsh Tiwari, Adv. + W.P.(C) 14061/2021 RELIGARE ENTERPRISES LTD. (AS SUCCESSOR-IN- INTEREST OF RELIGARE ARTS INVESTMENT MANAGEMENT LIMITED)

.....Petitioner Through: Mr. Rohit Jain, Mr. Aniket D. Agrawal Ms. Manisha Sharma and Ms. Somya Jain, Advocates

versus

ASSISTANT COMMISSIONER OF INCOME TAX & ANR.

.....Respondents Through: Mr. Sunil Kumar Agarwal, SSC along with Mr. Shivansh B. Pandya, Mr. Viplav Acharya, JSCs and Mr. Utkarsh Tiwari, Adv. + W.P.(C) 14062/2021 RELIGARE ENTERPRISES LTD (AS SUCCESSOR-IN- INTEREST OF RGAM CAPITAL INDIA LTD.) .....Petitioner Through: Mr. Rohit Jain, Mr. Aniket D. Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 5 of 52

Agrawal Ms. Manisha Sharma and Ms. Somya Jain, Advocates

versus

ASSISTANT COMMISSIONER OF INCOME TAX & ANR.

.....Respondents Through: Mr. Sunil Kumar Agarwal, SSC along with Mr. Shivansh B. Pandya, Mr. Viplav Acharya, JSCs and Mr. Utkarsh Tiwari, Adv. + W.P.(C) 14296/2021 BSBK ENGINEERS PRIVATE LIMITED (RESULTING COMPANY OF PARISHUDH FINANCE COMPANY PVT. LTD.)

.....Petitioner Through: Mr. Amol Sinha, Mr. Kshitij Garg and Mr. Sourav Verma, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX CENTRAL CIR-13 DELHI

.....Respondent Through: Mr. Sanjay Kumar, SSC along with Ms. Easha Kadian, JSC. + W.P.(C) 14306/2021 RANGOLI RESORTS PVT LTD (AS SUCCESSOR IN INTEREST OF POLYFLEX MARKETING PVT LTD) .....Petitioner Through: Mr. Rohit Jain, Mr. Aniket D. Agrawal, Ms. Manisha Sharma, Mr. Saksham Singhal and Mr. Samarth Chaudhari, Advocates

versus

ASSISTANT COMMISSIONER OF INCOME TAX & ANR.

.....Respondents Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 6 of 52

Through: Mr. Ruchir Bhatia, SSC along with Mr. Anant Mann, JSC, Mr. Abhishek Anand and Mr. Pranjal Singh, Advs. + W.P.(C) 14798/2021 MADHU VINIYOG PRIVATE LIMITED (MARIGOLD NIRMAN PVT. LTD. MERGED WITH PETITIONER) .....Petitioner Through: Mr. Rohit Bansal, Adv.

versus

DEPUTY COMMISSIONER OF INCOME TAX CIRCLE 16(1), DELHI & ANR.

.....Respondents Through: Mr. Abhishek Maratha, SSC with Mr. Parth Semiwal, Mr. Apoorv Agarwal, Jr SCs, Ms. Nupur Sharma, Mr. Gaurav Singh, Ms. Muskan Goel, Mr. Bhanukaran Singh, Ms. Surabhi Jain and Mr. Himanshu Gaur, Advocates. + W.P.(C) 4035/2022 QUALCOMM INDIA PVT. LTD. AFTER MERGER OF CSR TECHNOLOGY INDIA- PRIVATE LIMITED. .....Petitioner

Through: Ms. Ananya Kapoor, Adv.

versus

ASSISTANT COMMISSIONER OF INCOME TAX CIRCLE 19-1 & ORS.

.....Respondents Through: Mr. Puneet Rai, SSC along with Mr. Ashvini Kumar and Mr. Rishabh Nangia, SCs. + W.P.(C) 4038/2022 QUALCOMM INDIA PVT. LTD. -AFTER MERGER OF IKANOS COMMUNICATIONS INDIA PVT. LTD. .....Petitioner

Through: Ms. Ananya Kapoor, Adv. Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 7 of 52

versus

ASSISTANT COMMISSIONER OF INCOME TAX, CIRCLE 19 (1), DELHI AND ORS.

.....Respondents Through: Mr. Puneet Rai, SSC along with Mr. Ashvini Kumar and Mr. Rishabh Nangia, SCs. + W.P.(C) 4103/2022 QUALCOMM INDIA PVT. LTD. -AFTER MERGER OF CSR INDIA PRIVATE LIMITED. .....Petitioner

Through: Ms. Ananya Kapoor, Adv.

versus

ASSISTANT COMMISSIONER OF INCOME TAX CIRCLE 19-1 & ORS.

.....Respondents Through: Mr. Puneet Rai, SSC along with Mr. Ashvini Kumar and Mr. Rishabh Nangia, SCs.

+ W.P.(C) 5021/2022

NOKIA SOLUTIONS AND NETWORKS INDIA PVT LTD (SUCCESSOR OF NOKIA SIEMENS NETWORK INDIA PRIVATE LIMITED)

.....Petitioner Through: Mr. Deepak Chopra, Mr. Ankul Goyal and Mr. Priyam Bhatnagar, Advs.

versus

DEPUTY COMMISSIONER OF INCOME TAX & ANR.

.....Respondents Through: Mr. Abhishek Maratha, SSC with Mr. Parth Semiwal, Mr. Apoorv Agarwal, Jr SCs, Ms. Nupur Sharma, Mr. Gaurav Singh, Ms. Muskan Goel, Mr. Bhanukaran Singh, Ms. Surabhi Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 8 of 52

Jain and Mr. Himanshu Gaur, Advocates. + W.P.(C) 5022/2022 M/S NOKIA SOLUTIONS AND NETWORKS INDIA PVT LTD (SUCCESSOR OF NOKIA SIEMENS NETWORKS INDIA PRIVATE LIMITED)

.....Petitioner Through: Mr. Deepak Chopra, Mr. Ankul Goyal and Mr. Priyam Bhatnagar, Advs.

versus

DEPUTY COMMISSIONER OF INCOME TAX, CIRCLE 16 (1) AND ANR.

.....Respondents Through: Mr. Abhishek Maratha, SSC with Mr. Parth Semiwal, Mr. Apoorv Agarwal, Jr SCs, Ms. Nupur Sharma, Mr. Gaurav Singh, Ms. Muskan Goel, Mr. Bhanukaran Singh, Ms. Surabhi Jain and Mr. Himanshu Gaur, Advocates.

+ W.P.(C) 5118/2022 M/S NOKIA SOLUTIONS AND NETWORKS INDIA PRIVATE LIMITED (SUCCESSOR OF NOKIA SIEMENS NETWORKS INDIA PRIVATE LIMITED) .....Petitioner Through: Mr. Deepak Chopra, Mr. Ankul Goyal and Mr. Priyam Bhatnagar, Advs.

versus

DEPUTY COMMISSIONER OF INCOME TAX, CIRCLE 16(1) AND ANR

.....Respondents Through: Mr. Abhishek Maratha, SSC with Mr. Parth Semiwal, Mr. Apoorv Agarwal, Jr SCs, Ms. Nupur Sharma, Mr. Gaurav Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 9 of 52

Singh, Ms. Muskan Goel, Mr. Bhanukaran Singh, Ms. Surabhi Jain and Mr. Himanshu Gaur, Advocates.

+ W.P.(C) 5134/2022 PAYTM MOBILE SOLUTIONS PRIVATE LIMITED ( NOW MERGED INTO ONE 97 COMMUNICATIONS LIMITED) .....Petitioner Through: Mr. Deepak Chopra, Mr. Ankul Goyal and Mr. Priyam Bhatnagar, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX, CIRCLE 19(1), DELHI AND ORS.

.....Respondents Through: Mr. Indruj Rai, SSC with Mr. Sanjeev Menon and Mr. Rahul Singh, JSCs

+ W.P.(C) 5161/2022 PAYTM MOBILE SOLUTIONS PRIVATE LIMITED (N0W MERGED INTO ONE 97 COMMUNICATIONS LIMITED) .....Petitioner Through: Mr. Deepak Chopra, Mr. Ankul Goyal and Mr. Priyam Bhatnagar, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX, CIRCLE 19(1), DELHI AND OTHERS

.....Respondents Through: Mr. Indruj Rai, SSC with Mr. Sanjeev Menon and Mr. Rahul Singh, JSC

+ W.P.(C) 5165/2022 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 10 of 52

PAYTM MOBILE SOLUTIONS PRIVATE LIMITED (NOW MERDED INTO ONE 97 COMMUNICATIONS LTD.) .....Petitioner Through: Mr. Deepak Chopra, Mr. Ankul Goyal and Mr. Priyam Bhatnagar, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX, CIRCLE 19(1), DELHI AND ORS.

.....Respondents Through: Mr. Indruj Rai, SSC with Mr. Sanjeev Menon and Mr. Rahul Singh, JSC

+ W.P.(C) 5166/2022 PAYTM MOBILE SOLUTIONS PRIVATE LIMITED (NOW MERGED INTO ONE 97 COMMUNICATIONS LTD.) .....Petitioner Through: Mr. Deepak Chopra, Mr. Ankul Goyal and Mr. Priyam Bhatnagar, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX, CIRCLE 19(1), DELHI AND ORS.

.....Respondents Through: Mr. Indruj Rai, SSC with Mr. Sanjeev Menon and Mr. Rahul Singh, JSC

+ W.P.(C) 5171/2022 PAYTM MOBILE SOLUTIONS PRIVATE LIMITED (NOW MERGED INTO ONE 97 COMMUNICATIONS LIMITED) .....Petitioner Through: Mr. Deepak Chopra, Mr. Ankul Goyal and Mr. Priyam Bhatnagar, Advs.

versus Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 11 of 52

ASSISTANT COMMISSIONER OF INCOME TAX & ORS.

.....Respondents Through: Mr. Indruj Rai, SSC with Mr. Sanjeev Menon and Mr. Rahul Singh, JSC

+ W.P.(C) 5475/2022 SHAKUNTLAM SOFTECH PRIVATE LIMITED (NOW AMALGAMATED WITH SHAKUNTLAM SECURITIES PRIVATE LIMITED)

.....Petitioner Through: Mr. Ruchesh Sinha and Ms. Monalisa Maity, Advs.

versus

INCOME TAX OFFICER WARD 23(1) DELHI & ANR.

.....Respondents Through: Mr. Puneet Rai, SSC along with Mr. Ashvini Kumar and Mr. Rishabh Nangia, SCs.

+ W.P.(C) 7151/2022

MERCER CONSULTING (INDIA) PRIVATE LIMITED

.....Petitioner Through: Mr. Manuj Sabharwal and Mr. Drona Negi, Advocates

versus

DEPUTY COMMISSIONER OF INCOME- TAX & ORS.

.....Respondents Through: Mr. Siddhartha Sinha, SSC along with Ms. Dacchita Shahi and Ms. Anjuja Pethia, JSCs, Mr. Nring Chamwibo Zeliang and Ms. Anu Priya Minz, Advs.

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 12 of 52

+ W.P.(C) 7217/2022

MERCER CONSULTING (INDIA) PRIVATE LIMITED

.....Petitioner Through: Mr. Manuj Sabharwal and Mr. Drona Negi, Advocates

versus

DEPUTY COMMISSIONER OF INCOME-TAX CIRCLE 16(1), DELHI & ORS.

.....Respondents Through: Mr. Siddhartha Sinha, SSC along with Ms. Dacchita Shahi and Ms. Anjuja Pethia, JSCs, Mr. Nring Chamwibo Zeliang and Ms. Anu Priya Minz, Advs.

+ W.P.(C) 13991/2022

EKUM DESIGN PRIVATE LIMITED .....Petitioner Through: Mr. Vikas Jain, Mr. Aviral Saxena, Ms. Shrawani, Mr. Piyush Thavi and Mr. Hardik Jayal, Advs.;

versus

INCOME TAX OFFICER AND ORS. .....Respondents Through: Mr. Sanjay Kumar, SSC along with Ms. Easha Kadian, JSC.

+ W.P.(C) 14034/2022

SIDDHESHWARI TRADEX PRIVATE LIMITED

.....Petitioner Through: Ms. Shreya Jain and Adv. Mr. Gaurav Tanwar, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX & ANR.

.....Respondents Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 13 of 52

Through: Mr. Sanjay Kumar, SSC along with Ms. Easha Kadian, JSC.

+ W.P.(C) 17290/2022 RANJITGARH FINANCE CO. PRIVATE LIMITED (TRANSFEREE COMPANY OF AASTHA PROFESSIONAL CONSULTANTS PRIVATE LIMITED) THROUGH ITS DIRECTOR SH. MANAN NARANG .....Petitioner Through: Mr. Mukesh Sukhija, Mr. Milind Gautam, Mr. Priyeranjan Ambashtha and Ms. Archana Biala, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX CIRCLE 19(1)

.....Respondent Through: Mr. Aseem Chawla, SSC with Ms. Priya Sarkar, JSC & Ms. Pratishtha Chaudhary, Adv.

+ W.P.(C) 17329/2022 & CM APPL. 57045/2023 (Direction) RANJITGARH FINANCE CO. PRIVATE LIMITED (TRANSFEREE COMPANY OF OMANSH PROPERTIES PRIVATE LIMITED) THROUGH ITS DIRECTOR SH. MANAN NARANG

.....Petitioner Through: Mr. Mukesh Sukhija, Mr. Milind Gautam, Mr. Priyeranjan Ambashtha and Ms. Archana Biala, Advs.

versus

ASSISTANT COMMISSIONER OF INCOME TAX CIRCLE 19(1)

.....Respondent Through: Mr. Aseem Chawla, SSC with Ms. Priya Sarkar, JSC & Ms. Pratishtha Chaudhary, Adv.

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 14 of 52

+ W.P.(C) 3885/2023

NCUBATE INDIA SERVICES PRIVATE LIMITED

.....Petitioner Through: Mr. Sumit K. Batra, Mr. Manish Khurana, Ms. Priyanka Jindal & Mr. Nikhin Alex, Advs.

versus

DEPUTY COMMISSIONER OF INCOME TAX, CIRCLE 16 (1), DELHI & ANR.

.....Respondents Through: Mr. Gaurav Gupta, SSC along with Mr. Shivendra Singh and Mr. Yojit Pareek, JSCs.

+ W.P.(C) 4558/2023 SUNCITY HI-TECH INFRASTRUCTURE PRIVATE LIMITED - AFTER MERGER OF M/S SUPER BUILT REAL ESTATES AND LAND DEVELOPERS PVT. LTD .....Petitioner Through: Mr. Salil Kapoor, Mr. Sumit Lalchandani and Ms. Ananya Kapoor, Advs.

versus

INCOME TAX OFFICER, WARD 24-1, DELHI & ANR.

.....Respondents Through: Mr. Sunil Kumar Agarwal, SSC along with Mr. Shivansh B. Pandya, Mr. Viplav Acharya, JSCs and Mr. Utkarsh Tiwari, Adv.

+ W.P.(C) 5868/2023 & CM APPL. 23019/2023 (Interim Stay)

ELITE WEALTH LIMITED

.....Petitioner Through: Mr. Amol Sinha, Mr. Kshitij Garg and Mr. Sourav Verma, Advs. Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 15 of 52

versus

INCOME TAX OFFICER, WARD8(1), DELHI & ANR.

.....Respondents Through: Mr. Debesh Panda, SSC with Mr. Vikramaditya Singh, Ms. Zehra Khan, JSCs and Mr. Ishan Puri, Adv.

+ W.P.(C) 7775/2023 & CM APPL. 30016/2023 (Stay) LECOANET HEMANT INDIA PVT. LTD. (SUCCESSOR / TRANSFEREE COMPANY OF IP SUPPORT SERVICES (INDIA) PVT. LTD.)

.....Petitioner Through: Mr. Piyush Kaushik and Mr. Tanveer Zaki, Advs.

versus

PRINCIPAL COMMISSIONER OF INCOME TAX-4 N.DELHI & ANR.

.....Respondents Through: Mr. Gaurav Gupta, SSC along with Mr. Shivendra Singh and Mr. Yojit Pareek, JSCs. + W.P.(C) 7487/2024 & CM APPL. 31188/2024 (Interim Stay)

LECOANET HEMANT INDIA PVT. LTD. .....Petitioner Through: Mr. Piyush Kaushik and Mr. Tanveer Zaki, Advs.

versus

PRINCIPAL COMMISSIONER OF INCOME TAX-4 & ANR.

.....Respondents Through: Mr. Gaurav Gupta, SSC along with Mr. Shivendra Singh and Mr. Yojit Pareek, JSCs.

CORAM: HON'BLE MR. JUSTICE YASHWANT VARMA HON'BLE MR. JUSTICE RAVINDER DUDEJA Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 16 of 52

J U D G M E N T

YASHWANT VARMA, J.

1 (2020) 18 SCC 331 2 Act 3 2022 SCC OnLine SC 407 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 17 of 52

circulated a detailed chart pertaining to each individual writ petitioner encapsulating relevant details pertaining the Scheme of Arrangement as sanctioned by the National Company Law Tribunal4 4. From the facts which have been set forth in the lead writ petition being W.P.(C) 13807/2022, we find that Religare Securities Ltd or the concerned High Court, the dates when the factum of merger may have been intimated to the respondents as well as details pertaining to orders of assessment as made or notices issued under Section 148. That chart which was presented for our consideration is appended to the judgment as “Appendix “A”. 5. was a company incorporated under the Companies Act, 19566 and was regularly assessed to tax under the provisions of the Act. It is also stated to be a company which was duly listed on the National Stock Exchange as well as the Bombay Stock Exchange and engaged in providing security, brokering and depository services to its retail clients. For Assessment Year7 2015-16, RSL is stated to have filed its return of income on 31 March 2017. An assessment order under Section 143(3) thereafter came to be framed on 10 December 2018. Although that assessment formed subject matter of cross appeals preferred by respective sides before the Income Tax Appellate Tribunal8, the dispute forming part of assessee’s appeal ultimately came to be settled under the Direct Tax Vivad se Vishwas Act, 20209

4 NCLT . The appeal of the Revenue, however, continues to remain pending before the Tribunal. 5 RSL 6 1956 Act 7 AY 8 Tribunal 9 The 2020 Act Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 18 of 52

10 AO 11 2021 SCC OnLine Del 5250 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 19 of 52

where the controversy with respect to the reassessment regime which would be applicable in respect of notices issued post 01 April 2021 ultimately came to be clarified in terms of the judgment rendered in Union of India and Ors. vs. Ashish Agarwal12 9. Acting in purported compliance of that decision, the respondents on 25 May 2022 issued a communication in the name of RSL and provided a copy of the information on the basis of which the notice of 15 April 2021 had been initially issued. It is further alleged by the writ petitioner that without granting any right of personal hearing, a final order referable to Section 148A(d) came to be passed on 28 July 2022 followed by a consequential notice under Section 148. It was the aforesaid action which ultimately led to the institution of the present writ petition. It becomes pertinent to note that it was only the Section 148A(d) order and the consequential notice under Section 148 issued pursuant to the aforesaid determination which for the first time came to be framed in the name of the resultant entity, Religare Enterprises Limited. Both the original Section 148 notice as well as the subsequent notice under Section 148A(b) were in the name of RSL. . Shorn of unnecessary details, suffice it to note that the decisions of different High Courts came to be modified with liberty being accorded to the Revenue to treat the notices originally issued under Section 148 as being referable to Section 148A(b) as introduced by virtue of Finance Act, 2021 and for proceedings to be taken forward in accordance with law. 10. It becomes pertinent to note that although Instruction No. 1/2022 dated 11 May 2022 issued by the Central Board of Direct Taxes13

12 (2023) 1 SCC 617

13 CBDT Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 20 of 52

also formed subject matter of challenge in some of the writ petitions forming part of this batch, no arguments were addressed on that score. We thus confine our determination to the principal question of whether the impugned proceedings would sustain when viewed in the context of the same having been drawn in the name of entities which had ceased to exist. 11. The writ petitioners essentially contend that in terms of a Scheme of Arrangement which may ultimately come to be approved by the jurisdictional High Court or the NCLT, the amalgamating entity comes to be dissolved by operation of law. It was contended that the dissolution of the amalgamating corporate entity occurs by virtue of the NCLT or the High Court sanctioning the compromise or arrangement and this by virtue of the provisions made in Sections 230 to 232 of the Companies Act, 201314 12. According to the writ petitioners neither Section 159 nor Section 170 of the Act would save or validate a notice that may be issued in the name of a transferor company which did not exist on the relevant date. It was submitted that the Act itself contemplates a charge of tax being imposed on an entity which is in existence on the date of issuance of notice. The principal submission was that once that legal personality and which contemplates a deemed dissolution of the transferor company without the process of winding up being resorted to. According to learned counsels who advanced submissions on the writ petitions, the dissolution of the transferor company would lead to the Court coming to the irresistible conclusion that it would have ceased to exist in the eyes of law and thus any notice issued in its name being a nullity.

14 2013 Act Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 21 of 52

which otherwise existed had ceased to remain in existence on the date of issuance of notice, any proceedings drawn in its name or orders passed would be wholly unsustainable in law and liable to be quashed. 13. According to the writ petitioners, the challenge on grounds noticed above is no longer res integra and stands conclusively answered by the Supreme Court in Maruti Suzuki. It becomes pertinent to note that the judgment of the Supreme Court in Maruti Suzuki had come to be rendered on an appeal which arose from a judgment of this Court and which while upholding the decision rendered by the Tribunal had held that an assessment made in the name of Suzuki Powertrain India Ltd.15, and which had evidently under an approved Scheme amalgamated with Maruti Suzuki India Ltd.16 14. It was in the aforesaid backdrop that the Supreme Court firstly took note of an earlier decision of this Court in Spice Entertainment Ltd. vs. Commissioner of Service Tax , was a nullity. On facts it emerged that MSIL had duly intimated the AO of the amalgamation prior to the case being selected for scrutiny assessment. Notwithstanding that information being available, the AO appears to have framed a draft assessment order in the name of SPIL. 17 “11. After the sanction of the scheme on 11th April, 2004, the Spice ceases to exit w.e.f. 1st July, 2003. Even if Spice had filed the , where it had been held that an assessment made in the name of a transferor company would be void ab initio and could not possibly be viewed as a procedural defect curable or rectifiable under Section 292B of the Act. This becomes evident from the following conclusions which came to be rendered:

15 SPIL 16 MSIL 17 2011 SCC OnLine Del 3210 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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returns, it became incumbent upon the Income tax authorities to substitute the successor in place of the said ‘dead person’. When notice under Section 143(2) was sent, the appellant/amalgamated company appeared and brought this fact to the knowledge of the AO. He, however, did not substitute the name of the appellant on record. Instead, the Assessing Officer made the assessment in the name of M/s Spice which was non existing entity on that day. In such proceedings and assessment order passed in the name of M/s Spice would clearly be void. Such a defect cannot be treated as procedural defect. Mere participation by the appellant would be of no effect as there is no estoppel against law.”

18 (2020) 18 SCC 353 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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Hospitality LLP vs. Assistant Commissioner of Income Tax19. The Sky Light Hospitality Court held that a defect in recording the name of a non-existent company would constitute a procedural error which could be cured under Section 292B of the Act. The appeal taken against that decision to the Supreme Court came to be dismissed in Skylight Hospitality LLP vs. Assistant Commissioner of Income Tax20 “In the peculiar facts of this case, we are convinced that wrong name given in the notice was merely a clerical error which could be corrected under Section 292-B of the Income Tax Act. The special leave petition is dismissed. Pending applications stand disposed of.” in the following terms:-

“1. In the peculiar facts of this case, we are convinced that wrong name given in the notice was merely a clerical error which could be corrected under Section 292-B of the Income Tax Act. The special leave petition is dismissed.

19 2018 SCC OnLine Del 7155 20 (2018) 13 SCC 147 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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Pending applications stand disposed of.”

Now, it is evident from the above extract that it was in the peculiar facts of the case that this Court indicated its agreement that the wrong name given in the notice was merely a clerical error, capable of being corrected under Section 292-B. The “peculiar facts” of Skylight Hospitality emerge from the decision of the Delhi High Court [Skylight Hospitality LLP v. CIT, 2018 SCC OnLine Del 7155: (2018) 405 ITR 296]. Skylight Hospitality, an LLP, had taken over on 13-5-2016 and acquired the rights and liabilities of Skylight Hospitality Pvt. Ltd. upon conversion under the Limited Liability Partnership Act, 2008 (the LLP Act, 2008). It instituted writ proceedings for challenging a notice under Sections 147/148 of the 1961 Act dated 30-3-2017 for AY 2010-2011. The “reasons to believe” made a reference to a tax evasion report received from the investigation unit of the Income Tax Department. The facts were ascertained by the investigation unit. The reasons to believe referred to the assessment order for AY 2013-2014 and the findings recorded in it. Though the notice under Sections 147/148 was issued in the name of Skylight Hospitality Pvt. Ltd. (which had ceased to exist upon conversion into an LLP), there was, as the Delhi High Court held “substantial and affirmative material and evidence on record” to show that the issuance of the notice in the name of the dissolved company was a mistake. The tax evasion report adverted to the conversion of the private limited company into an LLP. Moreover, the reasons to believe recorded by the assessing officer adverted to the approval of the Principal Commissioner. The PAN number of LLP was also mentioned in some of the documents. The notice under Sections 147/148 was not in conformity with the reasons to believe and the approval of the Principal Commissioner. It was in this background that the Delhi High Court held that the case fell within the purview of Section 292-B for the following reasons : (Skylight Hospitality case [Skylight Hospitality LLP v. CIT, 2018 SCC OnLine Del 7155 : (2018) 405 ITR 296], SCC OnLine Del para 18)

“18. … There was no doubt and debate that the notice was meant for the petitioner and no one else. Legal error and mistake was made in addressing the notice. Noticeably, the appellant having received the said notice, had filed without prejudice reply/letter dated 11-4-2017. They had objected to the notice being issued in the name of the Company, which had ceased to exist. However, the reading of the said letter indicates that they had understood and were aware, that the notice was for them. It was replied and dealt with by them. The fact that notice was addressed to M/s Skylight Hospitality Pvt. Ltd., a company which had been dissolved, was an error and technical lapse on the part of the respondent. No prejudice was caused.” Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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“19. Petitioner relies on Spice Infotainment v. CIT [ This judgment has also been referred to as Spice Infotainment Ltd. v. CIT, (2012) 247 CTR (Del) 500] . Spice Corp. Ltd., the company that had filed the return, had amalgamated with another company. After notice under Sections 147/148 of the Act was issued and received in the name of Spice Corp. Ltd., the assessing officer was informed about amalgamation but the assessment order was passed in the name of the amalgamated company and not in the name of amalgamating company. In the said situation, the amalgamating company had filed an appeal and issue of validity of assessment order was raised and examined. It was held that the assessment order was invalid. This was not a case wherein notice under Sections 147/148 of the Act was declared to be void and invalid but a case in which assessment order was passed in the name of and against a juristic person which had ceased to exist and stood dissolved as per provisions of the Companies Act. Order was in the name of non-existing person and hence void and illegal.”

(i) Rajender Kumar Sehgal [Rajender Kumar Sehgal v. CIT, 2018 SCC OnLine Del 12890];

(ii) Chandreshbhai Jayantibhai Patel [Chandreshbhai Jayantibhai Patel v. CIT, 2018 SCC OnLine Guj 4812]; and

(iii) Alamelu Veerappan [Alamelu Veerappan v. CIT, 2018 SCC OnLine Mad 13593] .

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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“292-B. Return of income, etc., not to be invalid on certain grounds.—No return of income, assessment, notice, Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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summons or other proceeding, furnished or made or issued or taken or purported to have been furnished or made or issued or taken in pursuance of any of the provisions of this Act shall be invalid or shall be deemed to be invalid merely by reason of any mistake, defect or omission in such return of income, assessment, notice, summons or other proceeding if such return of income, assessment, notice, summons or other proceeding is in substance and effect in conformity with or according to the intent and purpose of this Act.”

In this case, the notice under Section 143(2) under which jurisdiction was assumed by the assessing officer was issued to a non-existent company. The assessment order was issued against the amalgamating company. This is a substantive illegality and not a procedural violation of the nature adverted to in Section 292-B.

“170. Succession to business otherwise than on death.—

(1) Where a person carrying on any business or profession (such person hereinafter in this section being referred to as the predecessor) has been succeeded therein by any other person (hereinafter in this section referred to as the successor) who continues to carry on that business or profession—

(a) the predecessor shall be assessed in respect of the income of the previous year in which the succession took place up to the date of succession;

(b) the successor shall be assessed in respect of the income of the previous year after the date of succession.

(2) Notwithstanding anything contained in sub-section (1), when the predecessor cannot be found, the assessment of the income of the previous year in which the succession took place up to the date of succession and of the previous year preceding that year shall be made on the successor in like manner and to the same extent as it would have been made on the predecessor, and all the provisions of this Act shall, so far as may be, apply accordingly.

(3) When any sum payable under this section in respect of the income of such business or profession for the previous year in which the succession took place up to the date of succession or for the previous year preceding that year, assessed on the predecessor, cannot be recovered from him, the assessing officer shall record a finding to that effect and Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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the sum payable by the predecessor shall thereafter be payable by and recoverable from the successor and the successor shall be entitled to recover from the predecessor any sum so paid.

(4) Where any business or profession carried on by a Hindu undivided family is succeeded to, and simultaneously with the succession or after the succession there has been a partition of the joint family property between the members or groups of members, the tax due in respect of the income of the business or profession succeeded to, up to the date of succession, shall be assessed and recovered in the manner provided in Section 171, but without prejudice to the provisions of this section.

Explanation.—For the purposes of this section, “income” includes any gain accruing from the transfer, in any manner whatsoever, of the business or profession as a result of the succession.”

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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.”

“The question is whether on the amalgamation of the Indian Sugar Company with the appellant Company, the Indian Sugar Company continued to have its entity and was alive for the purposes of Section 41(1) of the Act. The amalgamation of the two companies was effected under the order of the High Court in proceedings under Section 391 read with Section 394 of the Companies Act. The Saraswati Industrial Syndicate, the trans free Company was a subsidiary of the Indian Sugar Company, namely, the transferor Company. Under the scheme of amalgamation the Indian Sugar Company stood dissolved on 29th October, 1962 and it ceased to be in existence thereafter. Though the scheme provided that the transferee Company the Saraswati Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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Industrial Syndicate Ltd. undertook to meet any liability of the Indian Sugar Company which that Company incurred or it could incur, any liaiblity, before the dissolution or not thereafter.

Generally, where only one Company is involved in change and the rights of the share holders and creditors are varied, it amounts to reconstruction or reorganisation or scheme of arrangement. In amalgamation two or more companies are fused into one by merger or by taking over by another. Reconstruction or amalgamation has no precise legal meaning. The amalgamation is a blending of two or more existing undertakings into one undertaking, the share holders of each blending Company become substantially the share holders in the Company which is to carry on the blended undertakings. There may be amalgamation either by the transfer of two or more undertakings to a new Company, or by the transfer of one or more undertakings to an existing Company. Strictly amalgamation does not cover the mere acquisition by a Company of the share capital of other Company which remains in existence and continues its undertaking but the context in which the term is used may show that it is intended to include such an acquisition. See Halsburys Laws of England 4thEdition Vol. 7 Para 1539. Two companies may join to form a new Company, but there may be absorption or blending of one by the other, both amount to amalgamation. When two companies are merged and are so joined, as to form a third Company or one is absorbed into one or blended with another, the amalgamating Company loses its entity.”

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the name of the company after the latter had been dissolved”.

“292B. No return of income assessment, notice, summons or other proceedings furnished or made or issue or taken or purported to have been furnished or made or issued or taken in pursuance of any of the provisions of this Act shall be invalid or shall be deemed to be invalid merely by reasons of any mistake, defect or omission in such return of income, assessment, notice, summons or other proceeding if such return of income, assessment, notice, summons or other proceedings is in substance and effect in conformity with or according to the intent and purpose of this Act.”

“A reading of the above reproduced provision makes it clear that a mistake, defect or omission in the return of income, assessment, notice, summons or other proceeding is not sufficient to invalidate an action taken by the competent authority, provided that such return of income, assessment, notice, summons or other proceeding is in substance and effect in conformity with or according to the provisions of the Act. To put it differently, Section 292B can be relied upon for resisting a challenge to the notice, etc., only if there is a technical defect or omission in it. However, there is nothing in the plain language of that section from which it can be inferred that the same can be relied upon for curing a jurisdictional defect in the assessment notice, summons or other proceeding. In other words, if the notice, summons or Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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other proceeding taken by an authority suffers from an inherent lacuna affecting his/its jurisdiction, the same cannot be cured by having resort to Section 292B.”

“Having given our thoughtful consideration to the submission advanced by the learned Counsel for the appellant, we are of the view that the provisions of Section 292B of the 1961 Act do not authorize the AO to ignore a defect of a substantive nature and it is, therefore, that the aforesaid provision categorically records that a return would not be treated as invalid, if the same “in substance and effect is in conformity with or according to the intent and purpose of this Act”. Insofar as the return under reference is concerned, in terms of Section 140 of the 1961 Act, the same cannot be treated to be even a return filed by the respondent assessee, as the same does not even bear her signatures and had not even been verified by her. In the aforesaid view of the matter, it is not possible for us to accept that the return allegedly filed by the assessee was in substance and effect in conformity with or according to the intent and purpose of this Act. Thus viewed, it is not possible for us to accept the contention advanced by the learned Counsel for the appellant on the basis of Section 292B of the 1961 Act. The return under reference, which had been taken into consideration by the Revenue, was an absolutely invalid return as it had a glaring inherent defect which could not be cured in spite of the deeming effect of Section 292B of the 1961 Act.”

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defect or omission in a notice, if in substance and effect it is in conformity with or according to the intent and purpose of this Act. Since no valid notice was served on the assessee to reassess the income, all the consequent proceedings were null and void and it was not a case of irregularity. Therefore, Section 292B of the Act had no application.

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factual backdrop that the Supreme Court in Maruti Suzuki ultimately came to hold that there was no apparent conflict between Spice Entertainment and Sky Light Hospitality with the latter turning upon its individual facts. 22. However, the sheet anchor of the submission of the respondents was, as noticed in the prefatory parts of this decision, the judgment in Mahagun Realtors. However, and as was noticed by a Division Bench of our Court in Commissioner of Income Tax vs Sony Mobile Communications India Pvt. Ltd.21 23. In Mahagun Realtors, while expounding upon the effect of merger of two corporate entities consequent to a Scheme of Arrangement being sanctioned, the Supreme Court pertinently observed:- , and which decision we shall advert to a little later, that decision of the Supreme Court itself turned upon the facts of that particular case. “18. Amalgamation, thus, is unlike the winding up of a corporate entity. In the case of amalgamation, the outer shell of the corporate entity is undoubtedly destroyed ; it ceases to exist. Yet, in every other sense of the term, the corporate venture continues - enfolded within the new or the existing transferee entity. In other words, the business and the adventure lives on but within a new corporate residence, i.e., the transferee-company. It is, therefore, essential to look beyond the mere concept of destruction of corporate entity which brings to an end or terminates any assessment proceedings. There are analogies in civil law and procedure where upon amalgamation, the cause of action or the complaint does not per se cease- depending of course, upon the structure and objective of enactment. Broadly, the quest of legal systems and courts has been to locate if a successor or representative exists in relation to the particular cause or action, upon whom the assets might have devolved or upon whom the liability in the event it is adjudicated, would fall.”

21 2023 SCC OnLine Del 1231 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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"14. Every scheme of amalgamation has to necessarily provide a date with effect from which the amalgamation/transfer shall take place. The scheme concerned herein does so provide, viz., January 1, 1982. It is true that while sanctioning the scheme, it is open to the court to modify the said date and prescribe such date of amalgamation/transfer as it thinks appropriate in the facts and circumstances of the case. If the court so specifies a date, there is little doubt that such date would be the date of amalgamation/date of transfer. But where the court does not prescribe any specific date but merely sanctions the scheme presented to it - as has happened in this case - it should follow that the rate of amalgamation/date of transfer is the date specified in the scheme as 'the transfer date'. It cannot be otherwise. It must be remembered that before applying to the court under section 391(1), a scheme has to be framed and such scheme has to contain a date of amalgamation/transfer. The proceedings before the court may take some time ; indeed, they are bound to take some time because several steps provided by sections 391 to 394A and the relevant Rules have to be followed and complied with. During the period the proceedings are pending before the court, both the amalgamation units, i.e., the transferor-company and the transferee-company may carry on business, as has happened in this case but normally provision is made for this aspect also in the scheme of amalgamation. In the present scheme, clause 6(b) does expressly provide that with effect from the transfer date, the transferor company (subsidiary company) shall be deemed to have carried on the business for and on behalf of the transferee company (holding company) with all attendant consequences. It is equally relevant to notice that the courts have not only sanctioned the scheme in this case but have

22 (1997) 2 SCC 302 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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also not specified any other date as the date of transfer/amalgamation. In such a situation, it would not be reasonable to say that the scheme of amalgamation takes effect on and from the date of the order sanctioning the scheme. We are, therefore, of the opinion that the notices issued by the Income-tax Officer (impugned in the writ petition) were not warranted in law. The business carried on by the transferor company (subsidiary company) should be deemed to have been carried on for and on behalf of the transferee company. This is the necessary and the logical consequence of the court sanctioning the scheme of amalgamation as presented to it. The order of the court sanctioning the scheme, the filing of the certified copies of the orders of the court before the Registrar of Companies, the allotment of shares etc. may have all taken place subsequent to the date of amalgamation/transfer, yet the date of amalgamation in the circumstances of this case would be January 1, 1982. This is also the ratio of the decision of the Privy Council in Raghubar Dayal v. Bank of Upper India Ltd. AIR 1919 PC 9, relied on.

Counsel for the Revenue contended that if the aforesaid view is adopted then several complications will ensue in case the court refuses to sanction the scheme of amalgamation. We do not see any basis for this apprehension. Firstly, an assessment can always be made and is supposed to be made on the transferee company taking into account the income of both the transferor and transferee company. Secondly, and probably the more advisable course from the point of view of the Revenue would be to make one assessment on the transferee company taking into account the income of both, of transferor or transferee companies and also to make separate protective assessments on both the transferor and transferee companies separately. There may be a certain practical difficulty in adopting this course inasmuch as separate balance-sheets may not be available for the transferor and transferee companies. But that may not be an insuperable problem inasmuch as assessment can always be made, on the available material, even without a balance-sheet. In certain cases, best-judgment assessment may also be resorted to. Be that as it may, we need not pursue this line of enquiry because it does not arise for consideration in these cases directly." (emphasis supplied)

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accounting. The corresponding obligation to recognise the demands was sought to be disallowed in the subsequent year, in the case of the then transferee-company. The decision of the Delhi High Court, in Spice (supra), after discussing the decision in Saraswati Syndicate, went on to explain why assessing an amalgamating-company, without framing the order in the name of the transferee company is fatal: ………………..”

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corresponded with the Department in the name of MRPL. On May 28, 2010, the assessee filed its return of income in the name of MRPL, and in the "business reorganization" column of the form mentioned "not applicable" in amalgamation section. Though the respondent contends that they had intimated the authorities by letter dated July 22, 2010, it was for the assessment year 2007-08 and not for the assessment year 2006-07. For the assessment years 2007-08 to 2008-09, separate proceedings under section 153A were initiated against MIPL and the proceedings against MRPL for these two assessment years were quashed by the Additional Commissioner of Income-tax by order dated November 30, 2010 as the amalgamation was disclosed. In addition, in the present case the assessment order dated August 11, 2011 mentions the name of both the amalgamating (MRPL) and amalgamated (MIPL) companies.

"1. The original return of MRPL was filed under section 139(1) on June 30, 2006.

(i) When search and seizure of the Mahagun group took place, no indication was given about the amalgamation.

(ii) A statement made on March 20, 2007 by Mr. Amit Jain, Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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MRPL's managing director, during statutory survey proceedings under section 133A, unearthed discrepancies in the books of account, in relation to amounts of money in MRPL's account. The specific amount admitted was Rs. 5.072 crores, in the course of the statement recorded.

(iii) The warrant was in the name of MRPL. The directors of MRPL and MIPL made a combined statement under section 132 of the Act, on August 27, 2008. (iv) A total of Rs. 30 crores cash, which was seized - was surrendered in relation to MRPL and other transferor companies, as well as MIPL, on August 27, 2008 in the course of the admission, when a statement was recorded under section 132(4) of the Act, by Mr. Amit Jain.

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(and a cross-objection, to the Income-tax Appellate Tribunal) - by MRPL 'represented by MIPL'.

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search took place, and before all forums, reflects that it consistently held itself out as the assessee. The approach and order of the Assessing Officer is, in this court's opinion in consonance with the decision in Marshall and Sons (supra), which had held that:

"an assessment can always be made and is supposed to be made on the transferee company taking into account the income of both the transferor and transferee company."

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observe that the conduct of the assessee was evidence of it having held itself out to be the entity which had ceased to exist in the eyes of law coupled with an abject failure on its part to have made a complete disclosure. 30. These distinguishing features which imbue Mahagun Realtors were succinctly noticed in Sony Mobile Communications with the Court observing as under: - “22. As is evident upon a perusal of the aforementioned extracts from Mahagun Realtors the court distinguished the judgment rendered in Maruti Suzuki, on account of the following facts obtaining in that case :

(i) There was no intimation by the assessee regarding amalgamation of the concerned company. (ii) The return of income was filed by the amalgamating company, and in the "business reorganisation" column, curiously, it had mentioned "not applicable". (iii) The intimation with regard to the fact that the amalgamation had taken place was not given for the assessment year in issue. (iv) The assessment order framed in that case mentioned not only the name of the amalgamating company, but also the name of the amalgamated-company. (v) More crucially, while participating in proceedings before the concerned authorities, it was represented that the erstwhile company, i.e., the amalgamating company was in existence.

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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(2) thereof, we find ourselves unable to read that expression as being akin to a dissolution of a corporate entity or its merger with another. The expression “cannot be found” cannot be construed as having been intended to cover situations where an entity ceases to exist in law by virtue of an amalgamation or merger. Regard must also be had to the heading of Section 170 and which speaks of succession to a business “otherwise than on death”. It is thus concerned with a specific contingency pertaining to succession to a business and how the predecessor and successor are liable to be taxed. It has no concern with the question of whether a notice or order in the name of a non-existent Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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entity could be treated as valid in law. ITA 116/2023 [International Hospital Ltd. Vs. DCIT Circle 12(2)] 36. The aforenoted appeal which stood tagged with the batch poses the following question of law for our consideration: - “Whether the Income Tax Appellate Tribunal has misdirected itself in law and on facts in sustaining the order of the Commissioner of Income Tax (Appeals) dated 30.05.2019 and the order dated 29.01.2019 passed by the Assessing Officer (AO) under Section 154 of the Income Tax Act, 1961?” 37. Escorts Heart and Super Specialty Institute Ltd23 is stated to have filed its Return of Income for AY 2013-14 on 30 September 2013. Pursuant to a Scheme of Arrangement which came to be sanctioned by the Punjab and Haryana High Court on 13 December 2013 it merged with International Hospital Limited24 38. The record further bears out that the AO had duly acknowledged the factum of merger and had specifically alluded to the order of the High Court. However, the ultimate assessment order dated 28 March 2016 came to be drawn in the name of EHSSIL. In the appeal which , the appellant herein. The appointed date under the Scheme was stipulated to be 01 January 2013. A notice under Section 143(2) came to be issued in the name of EHSSIL on 05 September 2014. During the course of the assessment which ensued, the Revenue is stated to have been duly apprised the respondents of the sanction of the Scheme and EHSSIL having merged with IHL. The appellants have also placed on our record a letter dated 16 February 2016 in terms of which details relating to the Scheme were duly provided to the AO.

23 EHSSIL 24 IHL Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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was preferred by IHL before the Commissioner of Income Tax (Appeals)25 39. We find ourselves unable to be concur with the view as taken by the Tribunal for the following reasons. Undisputedly, the factum of merger was duly brought to the notice of the AO. In fact, the said authority has duly taken note of the order of the High Court and in terms of which the Scheme had come to be approved. However, inexplicably, it proceeded to frame an order in the name of EHSSIL. We note that the Return in this case was submitted by EHSSIL prior to the Scheme being sanctioned. It was perhaps in that backdrop that the notice under Section 143(2) came to be issued in its name, albeit after the Scheme had come into force. The assessment proceedings were thus ongoing at the time when the Scheme came to be sanctioned. , a specific ground with respect to invalidity of that order on the ground of the same having been made in the name of EHSSIL was taken. It was during the pendency of that appeal that the AO invoked Section 154 asserting that the assessment order had inadvertently come to be framed in the name of EHSSIL. It is the validity of this order which was questioned before the Tribunal. The Tribunal has upheld the action of the AO leading to the filing of the present appeal. 40. However, and admittedly, the factum of merger had been duly brought to the attention of the AO. The merger was taken into consideration at more than one place in the order of assessment that came to be framed. Despite the above, the AO proceeded to draw the order in the name of an entity which had ceased to exist. We also bear in consideration the indubitable fact that the rectification order came to be passed three years after the framing of the original order of

25 CIT(A) Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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assessment, and that too, during the pendency of the appeal of the assessee and where a specific ground of challenge was raised in this regard. This was therefore not a case of discovery of an inadvertent error or mistake immediately after the passing of an order. 41. We also bear in consideration Maruti Suzuki having clearly held that such a mistake would not fall within the ken of Section 292B of the Act. An exercise of rectification as undertaken in the present case, if accorded a judicial imprimatur, would in effect amount to recognising a power to amend, modify or correct in an attempt to overcome a fundamental and jurisdictional error contrary to the principles enunciated in Maruti Suzuki. 42. We also cannot lose sight of the fact that this was not a case where the assessee had attempted to mislead or suppress material facts and which may have warranted the case of the assessee being placed in the genre which was considered in Mahagun Realtors. The mere submission of replies on the letter head of EHSSIL also fails to convince us to hold in favour of the Revenue. In any event, none of the authorities below have held that the appellant was guilty of suppression. We would thus be inclined to allow the instant appeal and answer the question as posed in favour of the appellant and against the Revenue. W.P.(C) 5021/2022, W.P.(C) 5022/2022, and W.P.(C) 5118/2022 [M/s Nokia Solutions and Networks India Private Limited (Successor of Nokia Siemens Networks India Private Limited) vs. Deputy Commissioner of Income Tax, Circle 16(1) and Anr.]

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Scheme being approved, they bear the PAN of the erstwhile entity and which had since then ceased to exist. We find ourselves unable to place that mistake in the category of a “fundamental flaw” or “incurable illegality” as explained in Maruti Suzuki. Although, reliance is placed on a decision rendered inter partes in Pr. Commissioner of Income Tax-6 vs. Nokia Solutions & Network India Pvt. Ltd (Formerly known as, Nokia Siemens Network Pvt. Ltd.)26 44. Although in the writ petition it is averred that the original Section 148 notice was never served upon the petitioner, we find that the order of 15 March 2022 speaks of various subsequent notices which had been issued and remained unanswered. In any event, the present writ petitions merely impugn the notice under Section 142(1) with no challenge having been mounted in respect of the original notice of reassessment. These petitions would consequently merit dismissal. , the decision in Nokia Solutions was dealing with a case of an incurable illegality. This since the directions of the Dispute Resolution Panel as well as the final order of assessment were made in the name of an entity which had ceased to exist. The case in Nokia Solutions is distinct from the facts which obtain in the present writ petitions and where the only mistake which is alluded to is the mentioning of a wrong PAN. 45. The present order, however, would be without prejudice to such other rights and contentions that may be available and would be open to be canvassed in the ongoing reassessment action. W.P.(C) 5475/2022 [Shakuntlam Softech Private Limited (now amalgamated with Shakuntlam Securities Private Limited) vs. Income Tax Officer Ward 23(1) Delhi & Anr.] and W.P.(C)

26 ITA 135/2018 decided on 06 February 2018 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

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4558/2023 [Suncity Hi-Tech Infrastructure Private Limited - After Merger of M/s Super Built Real Estates and Land Developers Pvt. Ltd. vs. Income Tax Officer, Ward 24-1, Delhi & Anr.]

ITA 116/2023 & other connected matters Page 50 of 52

Case Number Date of Impugned Notice/Order Section under which the Notice/Order has been issued W.P(C)13807/2022 15 April 2021 25 May 2022 28 July 2022 Notice under Section 148 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148 W.P.(C)11498/2019 28 March 2019 Notice under Section 148 W.P.(C) 1894/2020 29 March 2019 Notice under Section 148 W.P.(C)10882/2021 30 June 2021 Assessment Order under Section 143(3) read with Section 144B W.P.(C) 13862/2021 28 March 2021 Notice under Section 148 W.P.(C) 13883/2021 28 March 2021 Notice under Section 148 W.P.(C) 13930/2021 26 March 2021 Notice under Section 148 W.P.(C) 14005/2021 26 March 2021 Notice under Section 148 W.P.(C) 14061/2021 26 March 2021 Notice under Section 148 W.P.(C) 14062/2021 26 March 2021 Notice under Section 148 W.P.(C) 14296/2021 28 March 2021 Notice under Section 148 W.P.(C) 14306/2021 26 March 2021 Notice under Section 148 W.P.(C) 14798/2021 26 March 2021 Notice under Section 148 W.P.(C) 4035/2022 26 March 2021 Notice under Section 148 W.P.(C) 4038/2022 26 March 2021 Notice under Section 148 W.P.(C) 4103/2022 26 March 2021 Notice under Section 148 W.P.(C) 4925/2022 26 March 2021 Notice under Section 148 W.P.(C) 5082/2022 26 March 2021 Notice under Section 148 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 51 of 52

W.P.(C) 5134/2022 26 March 2021 Notice under Section 148 W.P.(C) 5161/2022 27 March 2021 Notice under Section 148 W.P.(C) 5165/2022 26 March 2021 Notice under Section 148 W.P.(C) 5166/2022 26 March 2021 Notice under Section 148 W.P.(C) 5171/2022 26 March 2021 Notice under Section 148 W.P.(C) 7151/2022 28 March 2022 Assessment Order under Section 147 read with Section 144 W.P.(C) 7217/2022 30 March 2022 Assessment Order under Section 147 read with Section 144 W.P.(C) 13991/2022 21 June 2021 23 May 2022 25 July 2022 Notice under Section 148 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148 W.P.(C) 14034/2022 27 May 2022 28 July 2022 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148 W.P.(C) 17290/2022 25 June 2021 30 May 2022 30 July 2022 Notice under Section 148 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148 W.P.(C) 17329/2022 20 April 2021 27 May 2022 28 July 2022 Notice under Section 148 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148 W.P.(C) 3885/2023 15 April 2021 26 May 2022 27 July 2022 Notice under Section 148 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148 Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

ITA 116/2023 & other connected matters Page 52 of 52

W.P.(C) 5868/2023 30 June 2021 20 May 2022 30 July 2022 Notice under Section 148 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148 W.P.(C) 7775/2023 14 March 2023 23 March 2023 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148 W.P.(C) 7487/2024 23 February 2024 22 March 2024 Order under Section 148A(b) Order under Section 148A(d) and Notice under Section 148

YASHWANT VARMA, J.

RAVINDER DUDEJA, J. SEPTEMBER 26, 2024/neha/RW

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

APPENDIX- A IN THE HON’BLE HIGH COURT OF DELHI AT NEW DELHI Landscape Chart in: Non-existent Entities Batch NDOH: 11.09.2024 Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order 67. WP(C) No.13807 of 2022

Religare Enterprises Ltd. [as successor in interest of Religare Securities Ltd.] vs. ACIT

2015-16 w.e.f. 01.04.2016

[@ Pg.193 /PDF 198] 28.09.2017

[@ Pg.168/ PDF 173] 08.12.2017 (w.e.f. 01.04.2016)

[@ Pg.190/ PDF 195] 29.12.2017

[@Pg.169/ PDF 174] 29.03.2019 (Revised)

[@ Annex I/ PDF 240 onwards] Order dated 10.12.2018 passed under section 143(3) of the Act

[@Pg.157/ PDF 162 onwards]

15.04.2021 Notice (section 148 of the Act)

New regime

[@ Pg.92/ PDF 97]

- 21.05.2014 09.02.2015 (Through ITR of Transferor 09.02.2015 (ITR of Transferor 02.11.2016 (Assessment u/s 143(3) the case of 28.03.2019 Notice to Transferor Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order

(Transferor company – Ladliji enterprises private limited PAN AAECR1528F)

Transferee

company- BABA LEASE & INVESTMENT PRIVATE LIMITED -PAN

company for AY 2014-15 ) & 14.03.2016 (through letter ) & 02.11.2016 ( In the assessment order of 2014- 15 in the case of Transferee company such fact was recorded by the AO)

company for AY 2014-15)

Transferee company for AY 2014-15, recording the facts of such amalgamation) company)

Erstwhile regime 69. WP(C) 1894/2020 BABA LEASE & INVESTMENT PRIVATE LIMITED

(Transferor company – Madhav Fin 2012-13 01.01.2014

- 21.05.2014 09.02.2015 (Through ITR of Transferor company for AY 2014-15 ) 09.02.2015 (ITR of Transferor company for AY 2014-15) 02.11.2016 (Assessment u/s 143(3) the case of Transferee company for AY 2014-15, 29.03.2019 Notice to Transferor company)

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order cap Private limited

PAN AAMCS4890B)

Transferee

company- BABA LEASE & INVESTMENT PRIVATE LIMITED -PAN

& 14.03.2016 (through letter ) & 02.11.2016 ( In the assessment order of 2014- 15 in the case of Transferee company such fact was recorded by the AO)

recording the facts of such amalgamation) Erstwhile regime 70. WP(C) No.10882/2021

Gartner India Research & Advisory Services Private Ltd. vs. Assessing Officer, NFAC & Anr.

2017-18 w.e.f. 01.04.2018 - 20.12.2018 Emails dated 20.12.2019, 07.08.2020, 05.11.2020 and letter dated 19.01.2021 filed before - TPO Order passed on 25.01.2021, draft Assessment Order dated 07.04.2021, and final assessment order dated 30.06.2021 25.01.2021 TPO Order

07.04.2021 Draft Assessment Order Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order TPO

Letter dated 31.10.2019, 14.12.2020 & 04.02.2021 filed before AO

passed by AO

30.06.2021 Final Assessment Order

*Distinguishing features:

 The subject writ petition has been filed challenging the order dated 25.01.2021 passed by the TPO and consequential draft assessment order dated 07.04.2021 and final assessment order dated 30.06.2021 passed by the AO for the subject assessment year in the name of the non-existent entity which is non-est, invalid, bad in law and liable to be quashed.

 The Revenue Respondent has duly accepted in the Counter Affidavit filed, in respect of the subject writ petition that the Petitioner had duly informed about the fact of merger to the TPO during transfer pricing proceedings for the subject assessment year and had also requested for transfer of case of the Petitioner to the correct jurisdiction post- merger.

 The present case admittedly falls under Category I and is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) and CIT vs Sony Mobile Communications Ind (P.) Ltd. : [2023] 456 ITR 753 (Del) as impugned orders have been passed by the AO/ TPO on the non-existent entity despite numerous intimations being filed by the Petitioner with AO/ TPO at various intervals intimating about the factum of merger.

2017-18 w.e.f. 01.04.2016 - 02.08.2018 19.11.2018

Statutory notice u/s 148 - 28.03.2021 Notice (section Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order BSBK Engineers Pvt. Ltd. (resulting company of Vogue Leasing & Finance Company Pvt. Ltd. vs. ACIT [ANN: P-4] Page-49 issued to amalgamating entity i.e., Vogue Leasing which ceased to exist w.e.f - 02.08.2018.

148 of the Act)

Erstwhile regime 72. WP(C) No.13883/2021

BSBK Engineers Pvt. Ltd. (resulting company of Madhulika Finance Company Pvt. Ltd. vs. ACIT 2017-18 w.e.f. 01.04.2016 - 02.08.2018 19.11.2018

[ANN: P-4] Page-49 Statutory notice u/s 148 issued to amalgamating entity i.e., Madhulika Finance which ceased to exist w.e.f - 02.08.2018.

- 28.03.2021 Notice (section 148 of the Act)

Erstwhile regime

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order

Religare Enterprises Ltd [as successor in interest of RGAM Investment Advisers Pvt. Ltd.] vs. ACIT

01.04.2016

[@ Pg. 86]

[@ Pg.64] (w.e.f. 01.04.2016)

[@ Pg.83]

[@ Pg.128-130] (Revised)

[@Annex E/ Pg.131 onwards 31.03.2021 passed under section 143(3)/144C, assessing the revised return of income

[@ Annex G/ Pg.227 onwards] Notice (section 148 of the Act)

Erstwhile regime

[@ Pg.63]

Remarks:

Notice u/s 148 (old regime) issued in the name of non-existent amalgamating entity on 26.03.2021 despite the categorical NOC given by IT Dept. before NCLT on 28.09.2017, and despite intimation of amalgamation/surrender of old PAN by the Petitioner (amalgamated entity) on 29.12.2017. The present case admittedly falls under Category I as notice has been issued in the name of the amalgamating entity alone and is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC)

Religare Enterprises Ltd [as successor in interest of Religare Capital Markets (India) Pvt. Ltd.] vs. ACIT 2017-18 w.e.f. 01.04.2016

[@Pg.86] 28.09.2017

[@Pg.64] 08.12.2017 (w.e.f. 01.04.2016)

[@ Pg.83] 29.12.2017

[@Pg.128-130]

29.03.2019 (Revised)

[@ Annex E/ Pg.131 onwards] Order dated 31.03.2021 passed under section 143(3)/144C, assessing the revised return of 26.03.2021 Notice (section 148 of the Act)

Erstwhile regime Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order

income

[@ Annex G/ Pg.227-232]

[@Pg. 63]

Remarks:

Notice u/s 148 (old regime) issued in the name of non-existent amalgamating entity on 26.03.2021 despite the categorical NOC given by IT Dept. before NCLT on 28.09.2017, and despite intimation of amalgamation/surrender of old PAN by the Petitioner (amalgamated entity) on 29.12.2017. The present case admittedly falls under Category I as notice has been issued in the name of the amalgamating entity alone and is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC)

Religare Enterprises Ltd [as successor in interest of Religare Arts Investment Management Ltd.] vs. ACIT

2017-18 w.e.f. 01.04.2016

[@ Pg.86] 28.09.2017

[@Pg.64] 08.12.2017 (w.e.f. 01.04.2016)

[@ Pg.83] 29.12.2017

[@Pg.128-130] 29.03.2019 (Revised)

[@ Annex E/ Pg.131 onwards] Order dated 31.03.2021 passed under section 143(3)/144C, assessing the revised return of income

[@ Annex G/ Pg.227-232] 26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

[@ Pg.63] Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order

Remarks:

Notice u/s 148 (old regime) issued in the name of non-existent amalgamating entity on 26.03.2021 despite the categorical NOC given by IT Dept. before NCLT on 28.09.2017, and despite intimation of amalgamation/surrender of old PAN by the Petitioner (amalgamated entity) on 29.12.2017. The present case admittedly falls under Category I as notice has been issued in the name of the amalgamating entity alone and is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC)

Religare Enterprises Ltd [as successor in interest of RGAM Capital India Ltd.] vs. ACIT

2017-18 w.e.f. 01.04.2016

[@Pg.86] 28.09.2017

[@Pg.64] 08.12.2017 (w.e.f. 01.04.2016)

[@ Pg.83] 29.12.2017

[@Pg.128-130] 29.03.2019 (Revised)

[@ Annex E/ Pg.131 onwards] Order dated 31.03.2021 passed under section 143(3)/144C, assessing the revised return of income

[@ Annex G/ Pg.227-232]

26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

[@ Pg.63]

Remarks:

Notice u/s 148 (old regime) issued in the name of non-existent amalgamating entity on 26.03.2021 despite the categorical NOC given by IT Dept. before NCLT on 28.09.2017, and despite intimation of amalgamation/surrender of old PAN by the Petitioner (amalgamated entity) on 29.12.2017. The present case admittedly falls under Category I as notice has Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order been issued in the name of the amalgamating entity alone and is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC)

BSBK Engineers Pvt. Ltd. (resulting company of Parishudh Finance Company Pvt. Ltd. vs. ACIT 2017-18 w.e.f. 01.04.2016 - 02.08.2018 19.11.2018

[ANN: P-4] Page-49 Statutory notice u/s 148 issued to amalgamating entity i.e., Parishudh Finance which ceased to exist w.e.f - 02.08.2018.

- 28.03.2021 Notice (section 148 of the Act)

Erstwhile regime 78. WP(C) No. 14306 of 2021

Rangoli Resorts Pvt. Ltd. [as successor in interest of Ployflex Marketing Pvt. Ltd.] vs. ACIT

2017-18 w.e.f. 01.04.2016

[@Pg.68] - 28.11.2017 (w.e.f. 01.04.2016)

[@ Annex B/ Pg.61] 31.03.2018

[@ Annex D/ Pg.109] 25.01.2018 (Belated)

[@Annex E/ Pg.110 onwards] Order dated 07.12.2019 passed under section 143(3) assessing the belated return of income

26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order [@ Annex F/ Pg.160-167] [@ Pg.60]

Remarks:

Notice u/s 148 (old regime) issued in the name of non-existent amalgamating entity on 26.03.2021 despite intimation of amalgamation/surrender of old PAN by the Petitioner (amalgamated entity) on 31.03.2018. The present case admittedly falls under Category I as notice has been issued in the name of the amalgamating entity alone and is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC)

Madhu Viniyog Pvt. Ltd. (Marigold Nirman Pvt. Ltd. merged with Petitioner) vs. DCIT

2013-14 w.e.f. 01.04.2016 18.12.2017 09.07.2018 18.09.2018 & 04.02.2019 - Merged entity filed return on 21.09.2018 26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

Qualcomm India Pvt. Ltd. after merger of CSR Technology India Pvt. Ltd. vs. ACIT

2017-18 w.e.f. 01.04.2016 - 25.09.2017 & 28.09.2017 30.11.2017 (filed on 04.12.2017) and several letters thereafter 30.11.2017 (original) (aspect of merger is disclosed) Draft Order passed is dated 29.03.2021 and final assessment order is dated 31.01.2022 26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

Remarks:

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order  Notice u/s 148 (old regime) issued in the name of non-existent amalgamating entity on 26.03.2021 despite intimation of amalgamation/surrender of old PAN/request for transfer of TDS/advance tax credit by the Petitioner (amalgamated entity).  The present case admittedly falls under Category II as notice has been issued in the name of the amalgamating entity (Pg. 129 of the writ petition (Annexure P-8) and the notice is in the name of- “CSR Technology (India) Pvt. Ltd. (Now merged with Qualcomm India Pvt. Ltd.)”. It is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC). It is stated that identical was the position in Maruti Suzuki also and hence Hon‟ble Apex Court has discussed the cases falling in Category II in detail and ruled in favor of the Assessee.  The revised return has been filed by Qualcomm India Pvt. Ltd. after incorporating all the incomes/TDS/advance tax of the amalgamating entity and the same has been assessed to tax as well u/s 143(3) proceedings (Annexure P-6). During assessment proceedings, a specific question was asked about the merger, which was duly explained and responded to.  The aspect of merger was also informed in the ROI under the „Business Organization‟ Column (Annexure P5). Hence, the Respondents have been well aware of the merger/amalgamation.

Qualcomm India Pvt. Ltd. after merger of Ikanos Communications India Pvt. Ltd. vs. ACIT

2017-18 w.e.f. 01.04.2016 - 25.09.2017 & 28.09.2017 30.11.2017 (filed on 04.12.2017) and several letters thereafter 30.11.2017 (Original) (aspect of merger is disclosed) Draft Order passed is dated 29.03.2021 and final assessment order is dated 31.01.2022 26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

Remarks:

 Notice u/s 148 (old regime) issued in the name of non-existent amalgamating entity on 26.03.2021 despite intimation of amalgamation/surrender of old PAN/request for transfer of TDS/advance tax credit by the Petitioner (amalgamated entity). Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order  The present case admittedly falls under Category I as notice has been issued in the name of the amalgamating entity alone (Pg. 129 of the writ petition-Annexure P-8). It is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC).  The revised return has been filed by Qualcomm India Pvt. Ltd. after incorporating all the incomes/TDS/advance tax of the amalgamating entity and the same has been assessed to tax as well u/s 143(3) proceedings (Annexure P-6). During assessment proceedings, a specific question was asked about the merger, which was duly explained and responded to.  The aspect of merger was also informed in the ROI under the „Business Organization‟ Column (Annexure P5). Hence, the Respondents have been well aware of the merger/amalgamation

Qualcomm India Pvt. Ltd. after merger of CSR Technology India Pvt. Ltd. vs. ACIT

2017-18 w.e.f. 01.04.2016 - 25.09.2023 & 28.09.2017 30.11.2017 (filed on 04.12.2017) and several letters thereafter 30.11.2017 (Original) (aspect of merger is disclosed) Draft Order passed is dated 29.03.2021 and final assessment order is dated 31.01.2022 26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

Remarks:

 Notice u/s 148 (old regime) issued in the name of non-existent amalgamating entity on 26.03.2021 despite intimation of amalgamation/surrender of old PAN/request for transfer of TDS/advance tax credit by the Petitioner (amalgamated entity).  The present case admittedly falls under Category I as notice has been issued in the name of the amalgamating entity alone (Pg. 133 of the writ petition-Annexure P-8). It is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC).  The revised return has been filed by Qualcomm India Pvt. Ltd. after incorporating all the incomes/TDS/advance tax of the amalgamating entity and the same has been assessed to tax as well u/s 143(3) proceedings (Annexure P-6). During assessment proceedings, a specific question was asked about the merger, which was duly explained and Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order responded to.  The aspect of merger was also informed in the ROI under the „Business Organization‟ Column (Annexure P5). Hence, the Respondents have been well aware of the merger/amalgamation

Radiant Polymers Pvt. Ltd. vs. ACIT

2016-17 w.e.f. 01.04.2015 - 14.06.2018 Amalgamation discussed in assessment order dated 22.04.2021 of successor for AY 2018-19.

Assessment proceedings initiated vide notice dated 11.03.2022 for AY 2018-19 against predecessor is dropped

26.09.2016 (Original) - 26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

Radiant Polymers Pvt. Ltd. vs. ACIT

2017-18 w.e.f. 01.04.2015 - 14.06.2018 31.10.2017 (Original) 17.12.2019 26.03.2021 Notice (section 148 of the Act)

Erstwhile regime

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order

Remarks for Radiant Polymers:

Revenue has wrongly contested in its chart that the intimation of amalgamation has not been given to them (this has been done without filing a counter affidavit). The Counsel for the Petitioner has sent an e-mail dated 24.08.2024 whereby it has been asserted that the due process followed in case of amalgamation matters before NCLT, in itself, incorporates such intimation. The AO vide notice dated 21.12.2020 for AY 2018-19 (on the successor) had called for the details of amalgamation and the assessee vide reply dated 19.01.2021 submitted the copy of court order regarding Amalgamation and copy of forms filled with MCA. Thereafter, the AO, vide notice dated 19.03.2021 for AY 2018-19 asked the following query “5. During the year, amalgamation has taken place. Please submit the details and explain with proper justification” in respect of which the submission was filed vide letter dated 26.03.2021 as “A wholly owned subsidiary namely Radiant Complast Private Limited was merged with the company as per court order. Copy of court order regarding Amalgamation and copy of forms filled with MCA were already been filed as Annexure -9 and 10 with our reply dated 19/01/2021.Kindly refer the same.” Thereafter, the assessment order dated 22.04.2021 was framed for AY 2018-19, which specifically mentions “amalgamation” as one of the major issues examined.

All the above documents were duly provided to the counsel for the Respondents vide e-mail dated 24.08.2024 sent by the counsel for the Petitioner. 93. WP(C) No.5475/2023

Shakuntlam Softech Private Limited (now amalgamated with Shakuntalam Securities Pvt. Ltd.) vs. ITO

2017-18 w.e.f. 01.04.2018 - 07.06.2019 (w.e.f. 01.04.2018) 01.04.2019 The statutory notice u/s. 148 issued to company which already stands amalgamated Order dated 04.03.2022 passed u/s. 144 r.w.s. 144B of the Act for AY 2017-18 in the name of amalgamated company

31.03.2021 Notice (section 148 of the Act)

Erstwhile regime 94. WP(C) No.7151/2022

2013-14 w.e.f. 01.04.2011 - Hon‟ble Delhi High Court 30.11.2019 (ROI for AY Not applicable as the 14.02.2017 (on the successor 30.03.2021 (notice under s. Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order Mercer Consulting (India) Pvt. Ltd. vs. DCIT

& Hon‟ble High Court of Punjab & Haryana 28.02.2013 and 23.05.2013 2013-14)

Letter dated 24.07.2014 – proceedings for AY 2012-13 dropped on the predecessor entity after being intimated that the predecessor ceased to exist @pg 153

TPO order for the preceding year i.e. AY 2012-13 dated 29.01.2016 passed in case amalgamation order was passed prior to commenceme nt of AY 2013-14 and 2016-17 148)

28.03.2022 (assessment order)

Mercer Consulting (India) Pvt. Ltd. vs. DCIT

2016-17 w.e.f. 01.04.2011 - 20.01.2020 (on the successor 27.03.2021 (notice under s. 148)

30.03.2022 (assessment order)

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order of the successor categorically records that the predecessor entity ceased to exist @pg 157

Remarks for Mercer Consulting:

The Petitioner has asserted that the amount of addition proposes has already been considered in the P&L account of the successor and the said fact regarding the interest income has been admitted by the Respondents. As regards, the expenditure proposed to be added, the counsel for the Revenue was supposed to obtain instruction which were never intimated to the Hon‟ble Court [refer interim order dated 24.05.2022].

Ekum Design Pvt. Ltd. vs. ITO

2017-18 w.e.f. 01.04.2016 - 01.07.2019 23.08.2019 Period to file revised return expired before approval of NCLT

No notice issued u/s. 143(2) 21.06.2021

Notice (section 148 of the Act)

Erstwhile regime

Remarks: - The present case clearly falls under Category I, as the notice U/s 148A(b) was issued solely in the name of the amalgamating entity. This situation is unequivocally covered by the legal Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order precedents set forth in PCIT v. Maruti Suzuki India Ltd. [2019] 416 ITR 613 (SC), which establish that any proceedings initiated in the name of a non-existent entity are void ab initio.

Siddheshwari Tradex Pvt. Ltd. (successor of Danta Enterprises Pvt. Ltd.) vs. ACIT

2014-15 w.e.f. 01.04.2018 - 18.01.2021 (w.e.f. 01.04.2018) 06.09.2019 – Intimation to AO 09.09.2019 – Intimation to PCIT

Letter dtd. 23.01.2020 (sent via post on 25.01.2020) – 2nd intimation

15.02.2021 – revised Tax Audit filed

15.02.2021 – ITR filed intimating the fact of amalgamation Return was processed u/s.143(1) of the Act, for the relevant assessment year 19.04.2021 Notice (section 148 of the Act)

Erstwhile regime

Distinguishing Features:

 Present case is clearly a category-I matter since original notice u/s 148 and notice u/s. 148A(b) was issued in the name of amalgamating/ non-existent company only;  Although Notice u/s. 148A(b) was issued by R1, Order u/s. 148A(d) passed by R2 (different authority);  No taxability in terms of section 56(2)(viia)/ no indication of any income having escaped assessment  Re-opening based on an order subsequently reversed in appeal.

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order 100. WP(C) No. 3885/2023

Ncubate India Services Pvt Ltd 2014-15 01.04.2013 - 09.09.2014 It is recorded in the order dated 09.09.2014 that the Income Tax Department has not raised any objections.

Further, vide reply dated 17.04.2021, the factum of amalgamation was once again intimated.

26.05.2022 Notice u/s 148A(b) of the Act.

27.07.2022 Order u/s 148A(d) of the Act.

27.07.2022 Notice u/s 148 of the Act

Capgemini Technology Services India Ltd. [as successor in interest of Aricent Technologies Pvt. Ltd.] vs. 2017-18 w.e.f. 01.04.2020 Intimation filed with AO on 30.05.2020. 21.12.2020 26.07.2021 - Scrutiny assessment was initiated u/s 143(2), however, final assessment order was not 30.06.2021 Notice under section 148 of the Act – Erstwhile Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order ACIT

passed before the expiry of period of limitation. Hence, the original assessment proceedings became barred by limitation. Regime

24.05.2022 – Notice pursuant to apex Court decision in Ashish Agarwal

29.07.2022 – Order u/s 148A(d) and fresh notice u/s 148 of the Act

Distinguishing features from the facts arising in the case of Mahagun Realtors:

(a) Scrutiny assessment was originally initiated u/s 143(2), however, the final assessment order was not passed before the expiry of period of limitation provided under section 153 of the Act. Thus, the assessing officer attempted to initiate re-assessment proceedings.

(b) In the course of the proceedings before the Regional Director (RD), the Petitioner vide email dated 30.05.2020 (during Covid-19) informed the assessing officer that Aricent Technologies Pvt Ltd is being merged with Aricent Technologies (Holdings) Ltd alongwith Form CAA-9 and scheme of merger. [Refer: Annexure „R‟ @ Pg. 268];

(c) Vide letter dated 26.07.2021 filed with the assessing officer, the Petitioner duly informed / reiterated that the erstwhile entity stands merged with Aricent Technologies Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order (Holdings) Ltd. [Refer: Annexure „S‟ @ Pg. 270]

(d) Petitioner filed detailed reply dated 15.09.2021 before the assessing officer raising the objections that proceedings cannot be initiated on non-existent entity. [Refer: Annexure „L‟ @ Pg. 221]

(e) Petitioner filed objections dated 07.06.2022 in response to intimation/ letter dated 24.05.2022 reiterating that the erstwhile entity stands merged with Aricent Technologies (Holdings) Ltd. [Refer: Annexure „N‟ @ Pg. 244]

(f) Even after repeatedly informing the assessing officer about the amalgamation of Aricent Technologies Pvt Ltd with Aricent Technologies (Holdings) Ltd, the assessing officer passed the order dated 29.07.2022 under section 148A(d) of the Act and issued the notice dated 29.07.2022 under section 148 in the name and PAN of Aricent Technologies Pvt Ltd. [Refer: Annexure „C‟ @ Pg. 97 and Annexure „D‟ @ Pg. 103]

(g) Shockingly, in the impugned order dated 29.07.2022 passed under section 148A(d) of the Act, the assessing officer himself recorded the fact that Aricent Technologies Pvt Ltd. merged with Aricent Technologies (Holdings) Ltd, even then, the Respondents are taking an averment that the facts of amalgamation was not informed to assessing officer before issuance of jurisdictional notice under section 148 on 29.07.2022. [Refer: Annexure „C‟ @ Pg. 99]

Thus the Petitioner has repeatedly informed the assessing officer regarding the amalgamation and, therefore, the decision in the case of Mahagun Realtors does not apply on facts of the present case.

Suncity Hi-Tech Infrastructure Pvt. Ltd. after merger of M/s Super Built Real Estates and Land Developers 2013-14 w.e.f. 01.04.2014 - 21.03.2016 02.03.2017 06.09.2013 - 30.06.2021 Notice (section 148 of the Act) Erstwhile regime Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order Pvt. Ltd.

27.05.2022 Notice (section 148A(b) of the Act) 30.07.2022 Order (section 148A(d) of the Act) 30.07.2022 Notice (section 148 of the Act)

Remarks:

 Notice u/s 148 issued in the name of non-existent amalgamating entity on 30.06.2021 (Annexure P-4, Pg. 108). Thereafter, pursuant to Ashish Agarwal(supra), notice under Section 148A(b) was issued on 27.05.2022 in the name of non-existent amalgamating entity (Annexure P-8, Pg. 182). Even Section 148A(d) order dated 30.07.2022 and impugned Section 148 notice dated 30.07.2022 (Annexure P-12, Pg. 285 and Pg. 292).  The present case admittedly falls under Category I as notice has been issued/order has been passed in the name of the amalgamating entity alone. It is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC).  The Respondent was made aware of the fact of the amalgamation while the proceedings for approval of amalgamation was pending before this Hon‟ble Court Company Petition 731/2015 (para 8, Annexure P-2, Pg. 69). Furthermore, the Resultant Merged Company (i.e., the Petitioner herein) has been regularly assessed under scrutiny Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order assessment proceedings from time-to-time post-merger and thus the fact of merger was privy to the Tax Department. The fact that the SBRL stands merged with the Petitioner Company was well within the knowledge of the Income Tax Department as on as many as several prior occasions, the same was disclosed; (i) during scrutiny assessment proceedings pertaining to AY 2015- 16, wherein the Audited Financial Statements of the Petitioner evidencing the fact of the merger was submitted (Pg.73-74 and Pg.83 Annexure P-3). (ii) intimation to Respondent No. 1 vide W.P. (c) 9137/2021 on 21.08.2021, and (iii) Petitioner‟s reply dated 28.06.2022 in response to Notice dated 27.05.2022 under section 148A(b) of the Act issued by Respondent No. 1 (Annexure P-10). The same is also accepted by the Respondent No. 1 while passing the impugned order at Pg. 286 (para 7.c) however, still the Respondent No. 1 proceeded to issue notice in the name of the non-existent amalgamating entity.  Apart from the above, the Petitioner has also raised other legal issues including AY 2013-14 being barred by time limitation in view of the first proviso.  The Petitioner has also raised the issue that no income chargeable to tax has escaped assessment in the facts of the present case. On merits, this issue is covered by the decision of this Hon‟ble Court passed in the case of the sister-concern annexed as Annexure P-15, Pg. 333.

Elite Wealth Ltd. vs. ITO

2015-16 w.e.f. 01.04.2020 16.03.2021 08.06.2021 *Earlier a W.P(C)- 13647/2021 was filed before this Hon‟ble Court and Department was well Informed.

That the same was disposed - 28.11.2017

u/s 143(3) in the hands of Amalgamating Entity i.e., Elite Comtrade Private Limited 30.06.2021 Notice (section 148 of the Act) issued to Amalgamating Entity i.e., Elite Comtrade Private Limited In the Erstwhile regime

Notice u/s. Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order off in light of the decision passed in the case of Mon Mohan Kohli. [ANN: P-7]

148A(b) dated 20.05.2022 issued in the name of non- existent entity. 86. WP (C) 5118/2022

Nokia Solutions and Networks India Pvt. Ltd. (successor of Nokia Siemens Networks India Pvt. Ltd.) v. DCIT

(The challenge is to the initiation of reassessment proceedings by way of issuance of notice under section 148 of the Act and the proceedings emanating therefrom)

2013-14 w.e.f. 01.04.2008

09.01.2009 Intimation dated 25.05.2009 – surrendering the PAN of the amalgamating company. [Ann. P5 - Pg. 110 of the WP]

Letter issued by the Income Tax PAN Services

28.12.2017 Notice under section 148 of the Act was never served on the Petitioner. The factum of reassessment proceedings was informed by virtue of a notice issued under section 142(1) of the Act.

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order Unit whereby the Petitioner was informed about the issuance of new PAN to the amalgamated entity. [Ann. P3 - Pg. 49 of the WP]

This Hon‟ble Court in the case of PCIT v. Nokia Solutions & Network India (P.) Ltd., Notice u/s 142(1) dated 15.03.22 issued in the name of non-existent entity [Ann. P1 - Pg. 43 to 45 of the WP].

Erstwhile regime

Nokia Solutions and Networks India Pvt. Ltd. (successor of Nokia Siemens Networks India Pvt. Ltd.) v. DCIT

(The challenge is to the initiation of reassessment proceedings by way of 2016-17 w.e.f. 01.04.2008

09.01.2009

31.12.2019 Notice under section 148 of the Act was never served on the Petitioner. The factum of reassessment proceedings was informed Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order issuance of notice under section 148 of the Act and the proceedings emanating therefrom) [2018] 90 taxmann.com 369 (Delhi HC) has upheld the order of the Tribunal wherein the regular assessment framed for AY 2006-07 on the non-existent entity was quashed. Intimation – 25.05.2009 – surrendering the PAN of the amalgamating company. [Ann P5 - Pg. 110 of by virtue of a notice issued under section 142(1) of the Act.

Notice u/s 142(1) dated 15.03.22 issued in the name of non-existent entity [Ann. P1 - Pg. 43 to 45 of the WP].

Erstwhile regime

Nokia Solutions and Networks India 2014-15 w.e.f. 01.04.2008

09.01.2009

28.12.2017 Notice under section 148 of the Act was Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order Pvt. Ltd. (successor of Nokia Siemens Networks India Pvt. Ltd.) v. DCIT

(The challenge is to the initiation of reassessment proceedings by way of issuance of notice under section 148 of the Act and the proceedings emanating therefrom) the WP] never served on the Petitioner. The factum of reassessment proceedings was informed by virtue of a notice issued under section 142(1) of the Act.

Notice u/s 142(1) dated 15.03.22 issued in the name of non-existent entity [Ann. P1 - Pg. 42 to 44 of the WP].

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order Notice dated 20.05.2022 issued under section 148A(b) of the Act [Pg. 153 -155 of the WP].

Erstwhile as well as New regime

Paytm Mobile Solutions Pvt. Ltd. (now merged into One 97 Communications Ltd.) v. ACIT 2013-14 01.04.2011

27.05.2013 Intimation – 03.05.2018 – also requested to surrender PAN [Pg. 63 of the WP – Ann. P5] Amalgamation related modification was not required as necessary changes were incorporated during the course of filing of original return.

Order dated 29.01.2016 – scrutiny assessment – the returned income was accepted. [Pg. 59-60 of the WP – Ann. P4]

Notice dated 26.03.2021 under section 148 of the Act [Pg. 49 of the WP – Ann. P1]

Erstwhile regime Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order The fact that revised return was filed for AY 2012-13, has been noted in Assessment Order dated 23.03.2015 for AY 2012-13. [Pg. 55 of the WP – Ann. P3]

Paytm Mobile Solutions Pvt. Ltd. (now merged into One 97 Communications Ltd.) v. ACIT 2014-15 01.04.2011

27.05.2013 Intimation – 03.05.2018 – also requested to surrender PAN [Pg. 65 of the WP – Ann. P5] Amalgamation related modification was not required as necessary changes were incorporated during the course of filing of original return.

The fact that Order dated 23.11.2016 – scrutiny assessment – the returned income was accepted. [Pg. 60-61 of the WP – Ann. P4] Notice dated 27.03.2021 under section 148 of the Act – Pg. 49 of the WP – Ann. P1.

Erstwhile regime Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order revised return was filed for AY 2012-13, has been noted in Assessment Order dated 23.03.2015 for AY 2012-13. [Pg. 56-57 of the WP – Ann. P3]

Paytm Mobile Solutions Pvt. Ltd. (now merged into One 97 Communications Ltd.) v. ACIT 2015-16 01.04.2011

27.05.2013 Intimation – 03.05.2018 – also requested to surrender PAN [Pg. 59 of the WP – Ann. P4]

Amalgamation related modification was not required as necessary changes were incorporated during the course of filing of original return.

The fact that revised return was  Regular assessment concluded vide Order dated 26.12.2017. [Pg. 209-210 of the WP – Ann. P11]

 Reassessment on the Notice dated 26.03.2021 under section 148 of the Act – Pg. 49 of the WP – Ann. P1.

Erstwhile regime Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order filed for AY 2012-13, has been noted in Assessment Order dated 23.03.2015 for AY 2012-13. [Pg. 215-216 of the WP – Ann. P12]

amalgamated entity was concluded vide Order dated 30.03.2022 [Pg. 502-503 of the WP (5134-2022)] 92. WP(C) No. 5171/2022

Paytm Mobile Solutions Pvt. Ltd. (now merged into One 97 Communications Ltd.) v. ACIT 2016-17 01.04.2011

27.05.2013 Intimation – 03.05.2018 – also requested to surrender PAN [Pg. 59 of the WP – Ann. P4] Amalgamation related modification was not required as necessary changes were incorporated during the course of filing of original return.

The fact that revised return was  Regular assessment concluded vide Order 27.12.2018. [Pg. 209-210 of the WP – Ann. P11]

 Reassessment on the amalgamated Notice dated 26.03.2021 under section 148 of the Act – Pg. 49 of the WP – Ann. P1.

Erstwhile regime Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order filed for AY 2012-13, has been noted in Assessment Order dated 23.03.2015 for AY 2012-13. [Pg. 211-212 of the WP – Ann. P12]

entity was concluded vide Order dated 30.03.2022. [Pg. 504-505 of the WP (5134-2022)] 90. WP(C) No. 5165/2022

Paytm Mobile Solutions Pvt. Ltd. (now merged into One 97 Communications Ltd.) v. ACIT 2017-18 01.04.2011

27.05.2013 Intimation – 03.05.2018 – also requested to surrender PAN [Pg. 75 of the WP – Ann. P6] Amalgamation related modification was not required as necessary changes were incorporated during the course of filing of original return.

The fact that revised return was  Regular assessment concluded vide dated 29.12.2019. [Pg. 73-34 of the WP – Ann. P5]

 Reassessment on the amalgamated Notice dated 26.03.2021 under section 148 of the Act – Pg. 59 of the WP – Ann. P1.

Erstwhile regime Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order filed for AY 2012-13, has been noted in Assessment Order dated 23.03.2015 for AY 2012-13. [Pg. 69-70 of the WP – Ann. P4] entity was concluded vide Order dated 30.03.2022. [Pg. 506-507 of the WP (5134-2022)]

Remarks:

Assessment in the case of amalgamated entity was framed in 23.03.2015 for AY 2012-13 wherein the AO has categorically recorded the aspect of amalgamation. In the Financial Statements of the amalgamated entity, it is categorically recorded that in terms of the scheme of amalgamation all the assets and liabilities of the amalgamating company got transferred to the amalgamated entity w.e.f. 01.04.2011. Further, specific request for surrender of PAN was made vide letter dated 03.05.2018, however, the status of the same was still appearing as active. The present case admittedly falls under Category I as notice under section 148 of the IT Act has been issued in the name of the amalgamating entity alone and is squarely covered by the law laid down in the case of PCIT v. Maruti Suzuki India Ltd.: [2019] 416 ITR 613 (SC) & Dalmia Power Ltd. vs. ACIT [2020] 420 ITR 339 (SC). Further, reliance is also placed on judgment passed in the case of CLSA India Pvt. Ltd. v. DCIT, [2023] 149 taxmann.com 380 (Bombay High Court) and DCIT v. Sterlite Technologies Ltd., [2024] 158 taxmann.om 242 (SC) confirming the judgement rendered in Sterlite Technologies Ltd. v. DCIT, [2023] 152 taxmann.com 381 (Bombay High Court), wherein it is held that merely because PAN in the name of non-existent entity had remained active does not create any exception in favour of Revenue to justify the initiation of reassessment proceedings and dilute the legal position as laid down by the Hon‟ble Supreme Court in Maruti Suzuki India Ltd. (supra).

2019-20 w.e.f. 15.05.2018 - - 13.04.2021 – 1st intimation 28.11.2019

Draft Order - 29.09.2021 Order of Tribunal - Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order CIT vs John Wiley & Sons, Inc.

(The assessment order dated 20.06.2022 passed in the name of erstwhile entity is under challenge)

(Scheme approved by Secretary of State, New York on 15.05.2018)

17.03.2021 – 2nd intimation

(Belated) DRP directions- 29.04.2022 Final assessment order- 20.06.2022.

Thereafter, the Tribunal vide order dated 20.02.2023 held final assessment order passed in the name of erstwhile entity to be bad in law.

20.02.2023

Departmental appeal against common order of the Tribunal quashing final assessment order dated 20.06.2022

Remarks:  The Department has filed an appeal against the order of the Tribunal dated 20.02.2023, quashing final assessment order dated 20.06.2022. Thus, the assessment order dated 20.06.2022, passed in the name of the erstwhile entity, is under challenge.

 The DRP vide directions dated 29.04.2022, categorically directed the AO to pass the final assessment order as per the name given in the directions (i.e., John Wiley & Sons, Inc. / amalgamated entity) (refer para 2.1 of the DRP directions on page 54 and 55 of the appeal for DRP directions in AY 2018-19 and 3 2019-20 respectively). The said fact Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order has also been acknowledged by the ITAT vide order dated 20.02.2023 at para 2.1 on page 27 for the ITAT order at page 22-27 of the appeal for AY 2018-19 and AY 2019-20. Thus, since the DRP directions were not followed by the AO in both letter and spirit, as per scheme of 144C of the Act, the final assessment order is bad in law and liable to be quashed on this count as well. 17. ITA No. 554/2023

CIT vs John Wiley & Sons, Inc.

(The assessment order dated 20.06.2022 passed in the name of erstwhile entity is under challenge) 2018-19 w.e.f. 15.05.2018

(Scheme approved by Secretary of State, New York on 15.05.2018)

- - 18.11.2020 – 1st intimation

17.03.2021 – 2nd intimation

23.03.2021 – 3rd intimation 11.04.2019

(Revised post defect notice) Draft Order - 29.09.2021 DRP directions- 29.04.2022 Final assessment order- 20.06.2022.

The Tribunal vide order dated 20.02.2023 held final assessment order passed in the name of erstwhile entity to be bad in law. Order of Tribunal - 20.02.2023

Departmental appeal against common order of the Tribunal quashing final assessment order dated 20.06.2022

Remarks:  The Department has filed an appeal against the order of the Tribunal dated 20.02.2023, quashing final assessment order dated 20.06.2022. Thus, the assessment order dated Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified

Item No. WP(C) No. & Cause Title Assessment Year Appointed date of Amalgamation as per the scheme NOC given by AO before NCLT on Date of approval of scheme by NCLT/ HC Factum of amalgamation intimated to AO/ old PAN surrendered on Revised/ Belated return filed (if any) on Details of regular assessment Date of Impugned Notice/ Order 20.06.2022, passed in the name of the erstwhile entity, is under challenge.

 The DRP vide directions dated 29.04.2022, categorically directed the AO to pass the final assessment order as per the name given in the directions (i.e., John Wiley & Sons, Inc./ amalgamated entity) (refer para 2.1 of the DRP directions on page 54 and 55 of the appeal for DRP directions in AY 2018-19 and 3 2019-20 respectively). The said fact has also been acknowledged by the ITAT vide order dated 20.02.2023 at para 2.1 on page 27 for the ITAT order at page 22-27 of the appeal for AY 2018-19 and AY 2019-20. Thus, since the DRP directions were not followed by the AO in both letter and spirit, as per scheme of 144C of the Act, the final assessment order is bad in law and liable to be quashed on this count as well.

Digitally Signed By:KAMLESH KUMAR Signing Date:26.09.2024 19:44:08 Signature Not Verified