Reassessment Order In the Name of Non-Existing Entity – HC directs AO to pass fresh order

Rajasthan Global Securities Pvt Ltd Vs ACIT (Delhi High Court)

1. Present writ petition has been filed challenging the notice dated 17^th April, 2021 issued under Section 148 of the Income Tax Act, 1961 (‘the Act’), notice dated 28^th May, 2022 issued under Section 148A(b) of the Act as well as the order dated 27^th July, 2022 passed under Section 148A(d) of the Act and the consequential notice dated 27^th July, 2022 for the Assessment Year 2013-14.

2. Learned counsel for the Petitioner states that Aureole Impex Pvt. Ltd. (Transferor Company) was merged with M/s. Rajasthan Global Securities Private Limited (Transferee Company) vide this Court’s order dated 21^st March, 2013 w.e.f. 01^st April, 2012. He states that after amalgamation order passed by the High Court, the company stood dissolved without winding up. He submits that in view of the aforesaid merger, there was no obligation and scope under law for any income tax returns to be filed by Aureole Impex Pvt. Ltd. He states that the Petitioner- Rajasthan Global Securities Private Limited had filed its income tax return for the Assessment Year 2013-14, inclusive of the financial data/numbers of Aureole Implex Pvt. Ltd. for the relevant period, dated 30^th September 2013 and scrutiny assessment under Section 143(3) of the Act was also done. He states that the then Assessing Officer had been duly informed vide letter dated 10^th June, 2013, served on 01^st July, 2013, that Aureole Impex Pvt. Ltd. had been amalgamated with M/s. Rajasthan Global Securities Limited. He emphasises that along with the said letter, the PAN Card issued to Aureole Impex Pvt. Ltd. had been surrendered. He, therefore, submits that the original notice dated 17^th April, 2021issued under Section 148 of the Act and the notice issued under Section 148A(b) of the Act is a nullity since it has been issued in the name of a non existing entity.

3. Issue notice. Mr.Ruchir Bhatia, learned senior standing counsel accepts notice on behalf of the Respondent-Revenue. He submits that Sections 148A(b) and 148A(d) of the Act are procedural provisions and no prejudice has been caused to the Petitioner by issuing the initial notice to the transferor company, as the final notice under Section 148 as well as the order under Section 148A(d) have been issued to the correct legal entity.

4. Having heard learned counsel for the parties, this Court is of the view that not only the notice was issued in the name of the transferor company but the impugned order under Section 148A(d) of the Act as well as the notice under Section 148 of the Act have been issued on the PAN of the transferor company. This Court is also of the view that the primary argument advanced by the Petitioner that the transferee company had filed its return inclusive of the financial data/numbers of the transferor company has not been examined on merit inasmuch as the scrutiny assessment order dated 07^th October, 2015 has not been dealt with.

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