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M/s P.D. Associates Pvt.Ltd., A-1/8, LGF, Vasant Vihar, New Delhi 110 057 Vs. Assistant Commissioner of Income Tax, Central Circle-17, New Delhi.
December, 16th 2014
               IN THE INCOME TAX APPELLATE TRIBUNAL
                                 `F' : NEW DELHI
                     DELHI BENCH `F

          BEFORE SHRI G.D. AGRAWAL, VICE PRESIDENT AND
                          SIDHU, JUDICIAL MEMBER
                SHRI H.S. SIDHU,

                      Nos.5811/Del/2013 to 5816/Del/2013
                  ITA Nos
                              Years : 2003-
                   Assessment Years              2008-09
                                      2003-04 to 2008-


M/s P.D. Associates Pvt.Ltd.,   Vs.   Assistant Commissioner of
(Amalgamated with AR                  Income Tax,
Infracon Pvt.Ltd.),                           Circle-17,
                                      Central Circle-
(Through AR Infracon                  New Delhi.
Pvt.Ltd.),
A-1/8, LGF, Vasant Vihar,
New Delhi ­ 110 057.
PAN : AAHCA5017D.
     (Appellant)                         (Respondent)

                  ITA Nos.5951/Del/2013 to 5956/Del/2013
                  ITA Nos.5951/Del/2013
                              Years : 2003-
                   Assessment Years              2008-09
                                      2003-04 to 2008-


Assistant Commissioner of       Vs.   M/s P.D. Associates Pvt.Ltd.,
Income Tax,                           (Amalgamated with AR Infracon
        Circle-17,
Central Circle-                       Pvt.Ltd.),
New Delhi.                            (Through AR Infracon Pvt.Ltd.),
                                      A-1/8, LGF, Vasant Vihar,
                                      New Delhi ­ 110 057.
                                      PAN : AAHCA5017D.
    (Appellant)                           (Respondent)

                              No.2551/Del/2014
                          ITA No.2551/Del/2014
                                          2009-10
                        Assessment Year : 2009-

M/s P.D. Associates Pvt.Ltd.,   Vs.   Assistant Commissioner of
(Amalgamated with AR                  Income Tax,
Infracon Pvt.Ltd.),                           Circle-17,
                                      Central Circle-
(Through AR Infracon                  Jhandewalan Extn.,
Pvt.Ltd.),
Pvt.Ltd.),                            New Delhi.
A-1/8, LGF, Vasant Vihar,
New Delhi ­ 110 057.
PAN : AAHCA5017D.
     (Appellant)                         (Respondent)
                                     2                       ITA-5811/D/2013 &
                                                                      12 others



              Assessee by        :   Shri Kapil Goel, Advocate.
              Revenue by         :   Shri M.B. Reddy, CIT-DR.

                                 ORDER

PER BENCH :
ITA Nos.5811 to 5816/Del/2013 ­ Assessee's appeals for AY
2003-      2008-09 :-
2003-04 to 2008-   :-

      These appeals by the assessee are directed against the order of
learned CIT(A)-II, New Delhi dated 1st August, 2013 for the AY 2003-04
to 2008-09.


2.    Since the facts and grounds of appeal in all these years are more
or less common, we shall consider the facts and the grounds of appeal
for AY 2003-04 and the decision arrived at for AY 2003-04 would be
equally applicable to other areas i.e. AY 2004-05 to 2009-10.


3.    Ground No.5 of the assessee's appeal, which is against the
validity of issue of notice under Section 153C and consequently the
completion of assessment in pursuance thereto, reads as under:-


       "That on the facts and circumstances of the case and
       the provision of law the ld.CIT Appeal has failed to
       appreciate that initiation of proceedings u/s 153C
       including issue of notice and also completion of
       assessment on the company which has already become
       non-existent on account of its merger with other
       company is illegal and bad in law as such the
       assessment being bad in law deserves to be quashed."

4.    At the time of hearing before us, it is submitted by the learned
counsel that M/s P.D. Associates Pvt.Ltd. (hereinafter called as `PDA')
amalgamated and merged with A.R. Infracon Pvt.Ltd. (hereinafter
called as `ARI').   That the Hon'ble High Court, vide order dated 25th
                                         3                            ITA-5811/D/2013 &
                                                                               12 others


May, 2009 approved amalgamation of PDA with ARI with effect from
1.10.2008.       That the Assessing Officer issued notice under Section
                rd
153C on 23           September, 2010 in the name of M/s P.D. Associates
Pvt.Ltd. which was not in existence on that day. That vide letter dated
27th September, 2010, it was informed to the Assessing Officer by the
erstwhile director of PDA that PDA has been amalgamated with ARI
vide order dated 25th May, 2009 passed by Hon'ble High Court of Delhi.
Copy of amalgamation order was also enclosed. It was requested to
issue the notice in the name of successor company i.e. A.R. Infracon
Pvt.Ltd. However, the Assessing Officer did not issue any notice in the
name of ARI and completed the assessment in the name of P.D.
Associates Pvt.Ltd. He stated that the issue of notice in the name of a
non-existing person is void ab-initio and therefore, the assessment
completed in pursuance to such notice is also void. In support of this
contention, he relied upon the following decisions:-


(i)      Judgment dated 8th July, 2014 passed by Hon'ble Delhi High Court
in the case of CIT-III Vs. Dimension Apparels Pvt.Ltd. in ITA
No.327/2014 and others.


(ii)     Order dated 11th April, 2014 of ITAT, Delhi Bench `G' in the case
of      M/s   Satwant    Exports   Pvt.Ltd.   Vs.   ACIT   in   ITA   No.5340        to
5345/Del/2013.


(iii)    Judgment dated 3rd August, 2011 passed by Hon'ble Delhi High
Court in the case of Spice Entertainment Ltd. in ITA No.475 &
476/2011.


5.       Learned DR, on the other hand, relied upon the orders of
authorities below and he stated that the assessee filed the return and
                                      4                      ITA-5811/D/2013 &
                                                                      12 others


also participated in the assessment proceedings.        Moreover, in the
assessment order, the Assessing Officer has mentioned M/s P.D.
Associates Pvt.Ltd. (since merged with M/s A.R. Infracon (P) Ltd.).
Thus, the name of the successor company is duly mentioned in the
cause title and therefore, these assessments would be held to be valid
assessment if not in the hands of M/s P.D. Associates Pvt.Ltd. than as
assessment in the hands of M/s A.R. Infracon (P) Ltd.


6.    We have heard the arguments of both the sides and perused
relevant material placed before us.       Admittedly, the assessment has
been completed under Section 143(3)/153C in pursuance to the notice
issued under Section 153C. First of all, we will have to see whether the
notice under Section 153C is a valid notice.      The copy of the notice
issued under Section 153C is at page 13 of the assessee's paper book
which reads as under:-





     "Notice under Section 153C of the Income Tax Act, 1961

     P.A.N./G.I.R. No. AADCP7001Q           Dated: 23/09/2010

     To
      M/s P.D. Associates Pvt.Ltd.,
      192-C, J&K Pocket,
      Dilshad Garden, New Delhi.

     Sir/Madam,

       In pursuance of the provisions of section 153C of the
     Income Tax Act, 1961, inserted by the Finance Act, 2003
     with effect from 1st June 2003, you are required to furnish
     return of income in respect of assessment year 2003-04 in
     respect of which you are assessable as company.

     2.      The return shall be in `Form' as prescribed in sub-rule
     (1) 12 of Income Tax Rules, 1962 and shall be delivered in
     this office within 15 days of service of this notice. The
     prescribed form should be duly verified and signed in
                                    5                        ITA-5811/D/2013 &
                                                                      12 others


     accordance with the provisions of Section 140 of the Income
     Tax Act, 1961.

                                                               Sd/-
                                                      (Gautam Deb)
                               Asstt. Commissioner of Income Tax,
                                      Central Circle-17, New Delhi."

7.    From the above, it is evident that the notice has been issued in
the name of M/s P.D. Associates Pvt.Ltd. and not in the name of M/s
A.R. Infracon Pvt.Ltd. The assessee, vide letter dated 27th September,
2009, informed about the dissolution of PDA. The copy of the letter is
placed at page 14 of the assessee's paper book which reads as under:-


      "Dated : 27.09.2010

      The Assessing Officer,
      Central Circle-17,
      Jhandewalan Extn.
      New Delhi-110055.

      Sir,
      Subject : Notice u/s 153C of the Income Tax Act for the
                AY. 2003-04 to AY. 2009-10

      With reference to your notices u/s 153C for the A.Y. 2003-04
      to AY 2009-10, we would like to submit that `P.D. Associates
      Private Limited', has been amalgamated with `A.R. Infracon
      Private Limited', u/s. 391 and 394 of the Companies Act,
      1956, vide order dated 25.05.2009, passed by Hon'ble High
      Court of Delhi. Copy of `Amalgamation Order', is enclosed.

      Therefore, the above-said notices, in the name of dissolved
      company i.e. `P.D. Associates Private Limited', are illegal,
      bad in law and without jurisdiction.

      You are requested to issue notices in the name of the
      successor company i.e. `P.R. Infracon Private Limited',
      having registered office at A-1/8, Lower Ground Floor,
      Vasant Vihar, New Delhi.

      This is for your ready reference and record.
                                      6                           ITA-5811/D/2013 &
                                                                           12 others



     Thanking you,

     Your sincerely,
     For P.D. Associates Private Limited
     Sd/-
     Erstwhile Director"

8.    Thus, the erstwhile director of M/s P.D. Associates Pvt.Ltd.
promptly informed the Assessing Officer about the amalgamation of
PDA with ARI, enclosed the copy of amalgamation order passed by the
Hon'ble High Court of Delhi and also requested for issue of notice in
the name of the successor company.          However, despite the above
information as well as request, the Assessing Officer did not issue any
notice in the name of M/s A.R. Infracon Pvt.Ltd. and completed the
assessment in the name of the assessee, of course, after mentioning
the factum of merger with A.R. Infracon Pvt.Ltd.       The cause title of the
assessment order reads as under:-


1.   Name & address of the assessee       M/s P.D. Associates Pvt.Ltd.
                                          192-C, J & K Pocket, Dilshad Garden,
                                          Delhi.
                                          (Since merged with M/s A.R. Infracon
                                          (P) Ltd. w.e.f. 01.10.2008)



9.    Now, the question before us is whether the issue of notice under
Section 153C in the name of M/s P.D. Associates Pvt.Ltd. is a valid
notice. That Hon'ble Delhi High Court passed the order on 25th May,
2009 approving the amalgamation of PDA with ARI.                 The relevant
portion of the order of Hon'ble High Court reads as under:-


       "In the High Court of Delhi at New Delhi
       (Original Jurisdiction)
       In the matter of the Companies Act, 1956
                            7                         ITA-5811/D/2013 &
                                                               12 others


And
In the matter of Scheme of Amalgamation
Of
Company Petition No.87/2009
Connected with
Company Application (M) No.23/2009
In the matter of M/s P.D. Associates Pvt.Ltd.
                 having its Regd. Office at :
                 A-1/8, Lower Ground Floor,
                 Vasant Vihar, New Delhi ­ 110 057.
                                   ....
Petitioner/Transferor Company

With
In the matter of M/s AR Infracon Pvt.Ltd.
                 having its Regd. Office at :
                 A-1/8, Lower Ground Floor,
                 Vasant Vihar, New Delhi ­ 110 057.
                                   ....
Petitioner/Transferee Company
Before Hon'ble Ms. Justice Gita Mittal
Dated This the 25th day of May, 2009

Order under Section 394 of the Companies Act, 1956

     The above petition came up for hearing on
25/05/2009 for sanction of Scheme of Amalgamation
proposed to be made of M/s P.D. Associates Pvt.Ltd.
(hereinafter referred to as Petitioner/Transferor
Company); with M/s AR Infracon Pvt.Ltd. (hereinafter
referred to as the Petitioner/Transferee Company). The
Court examined the petition; the order dated
02/02/2009, passed in CA(M) 23/2009, whereby the
requirement of convening and holding the meeting of
Equity Shareholders & Unsecured Creditors of the
Transferor & Transferee Companies for the purpose of
considering and if thought fit approving with or without
modification, the Scheme of Amalgamation annexed to
the affidavit of Sh. Rajesh Kumar Nandrajog, Director of
the Petitioner Companies, filed on 27th day of January,
2009 was dispensed with; there being no Secured
Creditors of Transferor and Transferee Companies and
the publication in the newspapers namely Financial
Express (English) and Jansatta (Hindi) dated 15/05/2009
containing the notice of the Petition.
                             8                       ITA-5811/D/2013 &
                                                              12 others



       The Court also examined the affidavit dated
20/05/2009 of Sh. R. Vasudevan, Regional Director,
Northern Region, Ministry of Corporate Affairs, Noida on
behalf of Central Government submitting that as per
Para 1.1(b) of the Scheme, the appointed date of the
Scheme is 1st October, 2008 and the Scheme of
Amalgamation is based on the Balance Sheet as at
31/03/2008 of the Petitioner Transferor Company. The
Petitioner Transferee Company was incorporated only
on 29/09/2008. It was further submitted that the
Balance Sheet of both the Transferor and Transferee
Companies as at 30/09/2008 was not available when
the Board of Directors as well as Shareholders of these
Companies approved the scheme of Amalgamation.
The Regional Director submitted that it is, therefore, not
understood as to how the Board of Directors and
Shareholders of these Companies could take a decision
for transfer of the assets & liabilities of the Transferor
Company to the Transferee Company without knowing
the details thereof.     In response thereto, learned
Counsel for the petitioners referred to Para 4 of the
affidavit filed by the Regional Director wherein it was
mentioned that this matter has already been taken up
with the Regional Director by the Petitioner Companies.
Learned Counsel for the Petitioner further submitted
that the present Amalgamation is of the holding
company with its wholly owned subsidiary company and
that the appointed date is merely a cut-off date fixed
for the purpose of giving effect to the Scheme of
Amalgamation in the books of account of the transferee
company and all the Equity Shareholders and Creditors
of the Transferor and Transferee Companies had given
their written approval to the Scheme. It was further
submitted that every scheme of the amalgamation, if
approved by the Hon'ble High Court, becomes effective
only when the copy of High Court order is filed with the
concerned Registrar of Companies and the appointed
date can be fixed retrospectively or prospectively.
However, the Petitioner Companies are required to
submit the latest available audited balance sheet with
the Hon'ble High Court and in the present case, the last
audited balance sheet as on 31st March, 2008 of the
Transferor Company was available which was filed
alongwith the Petition.        Having regard to the
                                    9                        ITA-5811/D/2013 &
                                                                      12 others


      submissions made at the Bar as also orders already
      passed by this Court, the Court overruled the objection
      raised by the Regional Director.

             Upon hearing Sh. Rajeev K. Goel, Advocate for the
      petitioner, Ms. Manisha Tyagi, for the Official Liquidator
      and Mr. Raisuddin, Asstt. Registrar of Companies in
      person; and in view of the approval of the Scheme of
      Amalgamation without any modification; by the Equity
      shareholders & Unsecured Creditors of the Transferor &
      Transferee Companies; and in view of the affidavit of
      Sh. A.K. Chaturvedi, Official Liquidator filed on 22/05/09
      stating therein that the affairs of the Transferor
      Company have not been conducted in a manner
      prejudicial to the interest of its shareholders or to public
      interest and that Transferor Company could be
      dissolved without undergoing the process of winding up
      and there being no investigation proceedings pending
      in relation to the Petitioner Transferee Company under
      Section 234 to 251 of the Companies Act, 1956,

                THIS COURT DOTH HEREBY SANCTION THE
      SCHEME OF AMALGAMATION set forth in Schedule-I
      annexed hereto and Doth hereby declare the same to
      be binding on all the Shareholders & Creditors of the
      Transferor Company and all concerned and doth
      approve the said Scheme of Amalgamation with effect
      from the appointed date i.e. 01/10/2008 AND THIS
      COURT DOTH FURTHER ORDER:

      1. That all the property, rights and powers of the
      Transferor Company specified in the First, Second and
      Third parts of the Schedule-II hereto and all other
      property, rights and powers of the Transferor Company
      be transferred without further act or deed to the
      Transferee Company and accordingly the same shall
      pursuant to Section 394(2) of the Companies Act, 1956
      be transferred to and vest in the Transferee Company
      for all the estate and interest of the Transferor
      Company therein but subject nevertheless to all
      charges now affecting the same; and."

10.   Thus, Hon'ble Delhi High Court has approved the scheme of
amalgamation of the assessee company with ARI with effect from
                                  10                      ITA-5811/D/2013 &
                                                                   12 others





1.10.2008 and on such amalgamation, all property, rights and powers
of the transferor company are to be transferred to the transferee
company i.e. ARI. That Hon'ble Delhi High Court has considered the
validity of the assessment in the hands of the amalgamating company
after the amalgamation in the case of Spice Entertainment Ltd. vide
ITA No.475 & 476 of 2011 and held as under:-


       "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 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 date. 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 estoppels
       against law."

11.   That the ratio of the above decision would be squarely applicable
to the case of the assessee because the facts are identical.       In the
above mentioned case, notice under Section 143(2) was sent to the
company which was not in existence on the date of issue of the notice.
The amalgamated company appeared and brought this fact to the
knowledge of the Assessing Officer. However, the Assessing Officer did
not substitute the name of the amalgamating company. The facts of
the assessee's case are identical. The Assessing Officer issued notice
us/ 153C in the name of M/s P.D. Associates Pvt.Ltd. which was not in
existence on that day after its amalgamation with M/s A.R. Infracon
Pvt.Ltd.   The erstwhile director of PDA informed this fact to the
                                  11                        ITA-5811/D/2013 &
                                                                     12 others


Assessing Officer, also produced the copy of Hon'ble Jurisdictional High
Court's order approving the amalgamation and also requested for issue
of notice under Section 153C in the name of ARI but, the Assessing
Officer, in his wisdom, chose to continue the proceedings on the
strength of notice issued in the name of PDA. Therefore, the above
decision of Hon'ble Jurisdictional High Court would be squarely
applicable to the facts of the assessee's case.   Hon'ble Jurisdictional
High Court reiterated the similar view in the case of CIT-III Vs.
Dimension Apparels Pvt.Ltd. vide ITA No.327 to 332/2014, order dated
8th July, 2014. No contrary decision is brought to our knowledge. We,
therefore, respectfully following the above two decisions of Hon'ble
Jurisdictional High Court, hold that the issue of notice under Section
153C in the name of M/s P.D. Associates Pvt.Ltd. which was not in
existence at the relevant time was void ab-initio and nullity. Since the
notice issued under Section 153C itself is held to be void ab-initio and
nullity, the assessment order completed in pursuance to such notice
cannot be sustained and the same is cancelled.


12.   The fact in AY 2004-05 to 2008-09 are identical. Therefore, the
issue of notice under Section 153C for AY 2004-05 to 2008-09 and
consequential assessment order which was passed in pursuance to
such notice are also cancelled.


13.   Since we have already quashed the assessment order, the other
grounds of appeal which are with regard to the merits of the additions
made do not call for any adjudication.


    Nos.5951
          951 to 595
ITA Nos.595       956/Del/2013 ­ Revenue's appeals for AY
                 5956/Del/2013
2003-
2003        2008-09 :-
     -04 to 2008-    :-
                                  12                         ITA-5811/D/2013 &
                                                                      12 others


14.   In these appeals by the Revenue, the additions deleted by the
learned CIT(A) have been challenged.     However, while deciding the
assessee's appeals for these years, we have already quashed the
assessment order.    Once the assessment order has been quashed,
these appeals by the Revenue do not survive. They are accordingly
dismissed.


    No.2551/Del/201
       2551/Del/2014
ITA No.2551            Assessee's appeal for AY 2009-
           /Del/2014 ­ Assessee's               2009-10 :-

15.   Ground No.3 of the assessee's appeal reads as under:-


       "That on the facts and circumstances of the case and
       the provisions of law, the ld.CIT Appeals has failed to
       appreciate that the issue of notice u/s 143(2) and also
       completion of assessment on the appellant company
       which has already become non existent on account of
       its amalgamation with another company is illegal and
       bad in law and as such the assessment being bad in law
       deserves to be quashed. The ld. CIT Appeals has failed
       to appreciate that no proceedings could be conducted
       in the name of such company which already ceases to
       exist and hence, no assessment could be made in the
       name of such company."

16.   We have heard the arguments of both the sides and perused
relevant material placed before us. At page 1 of the assessee's paper
book, there is notice under Section 143(2) dated 23rd September, 2010
which was issued in the name of M/s P.D. Associates Pvt.Ltd. We have
already discussed this issue at length in the earlier paragraphs while
considering the issue of notice under Section 153C in the name of M/s
P.D. Associates Pvt.Ltd. Our finding with regard to the issue of notice
under Section 153C in the name of M/s P.D. Associates Pvt.Ltd. would
be squarely applicable for issue of notice under Section 143(2) in the
same name. Therefore, for the detailed discussion above, we hold that
the issue of notice under Section 143(2) on 23rd September, 2010 to
                                    13                        ITA-5811/D/2013 &
                                                                       12 others


M/s P.D. Associates Pvt.Ltd. was invalid and void. The same is quashed
and consequently, the assessment order completed in pursuance to
such notice is also quashed.


17.   Since we have quashed the assessment order, the other grounds
raised by the assessee in this appeal need no adjudication.


18.   In the result, the appeals of the assessee are allowed and the
appeals of the Revenue are dismissed.
      Decision pronounced in the open Court on 12th December, 2014.


                 Sd/-                                Sd/-
                SIDHU)
          (H.S. SIDHU)                               AGRAWAL)
                                               (G.D. AGRAWAL)
        JUDICIAL MEMBER                        VICE PRESIDENT

Dated : 12.12.2014
VK.

Copy forwarded to: -

1.    Assessee    : M/s P.D. Associates Pvt.Ltd.,
                 (Amalgamated with AR Infracon Pvt.Ltd.),
                 (Through AR Infracon Pvt.Ltd.),
                 A-1/8, LGF, Vasant Vihar, New Delhi ­ 110 057.

2.    Revenue     : Assistant Commissioner of Income Tax,
                         Circle-17, Jhandewalan Extn.,
                 Central Circle-
                 New Delhi.
3.    CIT
4.    CIT(A)
5.    DR, ITAT

                               Assistant Registrar

 
 
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