Case Law Details
JCIT (OSD) Vs IGT Solution Private Ltd. (ITAT Delhi)
Delhi Bench of ITAT upheld the order of CIT(A), NFAC, Delhi, & dismissed the Revenue’s appeal in the case of M/s IGT Solutions Pvt. Ltd. where reassessment proceedings were initiated in the name of a non-existent entity. Tribunal observed that the original company, I.G.T. Solutions Pvt. Ltd., had been amalgamated with InterGlobe Technologies Pvt. Ltd. with effect from 1 April 2017 as per the NCLT order dated 12.04.2018. The resultant company was later renamed as IGT Solutions Pvt. Ltd. on 19.02.2019. The amalgamation & change of name were duly intimated to the Assessing Officer on 26.08.2019.
Despite this intimation, the reassessment notice & assessment order were issued in the name of the erstwhile amalgamating company which had ceased to exist.
CIT(A) annulled the assessment relying on the Supreme Court ruling in PCIT v. Maruti Suzuki India Ltd. [2019] 107 taxmann.com 375 (SC), which held that proceedings initiated against a non-existent entity are void ab initio.
Revenue contended before ITAT that the CIT(A) erred by not considering the later Supreme Court decision in PCIT (Central) v. Mahagun Realtors (P) Ltd. [2022 SCC OnLine SC 407], where distinction was made based on factual circumstances.
ITAT, however, found that in the present case, the fact of amalgamation had been duly communicated to the AO before completion of assessment, & hence, initiation of proceedings in the name of a non-existent entity was invalid. The Tribunal followed the Delhi High Court ruling in Sky Light Hospitality LLP v. ACIT (2018) 90 taxmann.com 413 (Delhi), which similarly held that such notices are void when issued to an entity that has ceased to exist. Accordingly, the ITAT held that the reassessment was bad in law & found no infirmity in the order of the CIT(A). The appeal of the Revenue was dismissed.
FULL TEXT OF THE ORDER OF ITAT DELHI
This is an appeal preferred by the assessee against the order dated 20.01.2025 of the Commissioner of Income-tax (Appeals), NFAC, Delhi (hereinafter referred as Ld. First Appellate Authority or in short Ld. ‘FAA’) in appeal No.CIT(A), Delhi-4/10854/2019-20 arising out of the appeal before it against the order dated 29.12.2019 passed u/s 143(3) of the Income Tax Act,1961 (hereinafter referred as ‘the Act’) by the ACIT, Circle 12(2), Delhi (hereinafter referred to as the Ld. AO).
2. On hearing both the sides, we find that The Assessee, IGT Solutions Private Limited was incorporated on incorporated on 19 November 1998 under the provisions of Companies Act, 1956 as a private limited company and is engaged in the business of rendering Information Technology Enabled Services, namely business process outsourcing, data processing and software development etc. The erstwhile company, I.G.T. Solutions Private Limited was incorporated on 3 March 1999 under the provisions of Companies Act, 1956 as a private limited company and is engaged in the business of providing Information Technology Software Solutions and BPO outsourcing services to the travel industry. 3. The erstwhile company, I.G.T. Solutions Private Limited was amalgamated with Interglobe Technologies Private Limited with effect from 1 st April 2017 vide NCLT order dated 12th April 2018. Subsequently, the resultant company, Interglobe Technologies Private Limited, changed its name to IGT Solutions Private Limited vide ROC order dated 19th February 2019. The said fact was duly intimated to the Assistant Commissioner of Income Tax, Circle 12(2), Delhi vide submission dated 26th August 2019.
3. The grounds which have been raised by the Revenue are on the basis that the ld.CIT has followed the decision of the Hon’ble Supreme Court in the case of PCIT v. Maruti Suzuki India Ltd [2019]107 taxmann.com 375 (SC) and there ITA No.2126/Del/2025 3 has been failure to consider the subsequent decision in PCIT (Central) v. Mahagun Realtors (P) Ltd. [2022 SCC OnLine SC 407. However, as we go through the facts and circumstances, we find that the assessee had duly informed the fact the erstwhile company had seized to exist, yet, the reassessment notice was issued in the name of the erstwhile company. Reliance in this regard is rightly placed on the decision of the Hon’ble Delhi High Court in the case of Sky Light Hospitality LLP vs. ACIT, (2018) 90 taxmann.com 413 (Delhi, where such notice on non-existent entity is vitiated. Thus, we find no reason to interfere in the findings of the ld.CIT(A). The appeal of the Revenue is dismissed.
Order pronounced in the open court on 30.10.2025.
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