An assessment notice issued against a non-existing entity post-amalgamation is void ab initio, reinforcing the principle that an amalgamated company ceases to exist legally.

ORDER :

1. In this petition, petitioner seeks the following reliefs:

“(i) Issue a writ of certiorari or direction in the nature of a writ of certiorari quashing the notice dated: 27.03.2021 issued under Section 148 of the Income Tax Act, 1961 by the Respondent No.1 for the Assessment year 2013-14, bearing DIN and Notice No.ITBA/AST/S/148/2020-21/1031839383(1) herein marked as Annexure-A.

(ii) And pass such other orders as this Hon’ble Court deems fit and proper in the interest of justice and equity.”

2. Heard learned counsel for the petitioner and learned counsel for the respondents and perused the material on record.

3. Learned Senior Counsel for the petitioner submits that during pendency of the present petition, the petitioner herein i.e., M/s. Adani Wilmar Limited has changed its name to AWL Agri Business Limited and petitioner may be permitted to carryout necessary corrections in the cause title.

4. The said submission is placed on record.

5. Petitioner is permitted to carryout necessary corrections and file amended petition within a period of two weeks.

6. A perusal of the material on record will indicate that M/s. Rajshri Packagers Limited got amalgamated with the petitioner – company in pursuance of the amalgamation order passed by the High Court of Gujarat in Company Petition No.168/2011 c/w Company Application No.468/2011 under Sections 391 to 394 of the Companies Act, 1956. It is needless to state that upon the said order of amalgamation being passed by the High Court of Gujarat on 06.03.2012, the aforesaid M/s.Rajshri Packagers Limited ceased to exist and became non-existing entity/company having been amalgamated with the petitioner-company herein, who intimated the respondents about this fact vide letter dated 16.06.2012 filed on 26.06.2012.

7. It is the grievance of the petitioner that despite the aforesaid M/s. Rajshri Packagers Limited ceasing to exist pursuant to the order of amalgamation with the petitioner – company, respondents have issued the impugned notice purporting to initiate proceedings under Section 148 of the IT Act dated 27.03.2021 against non-existing company – M/s. Rajshri Packagers Limited, which deserves to the quashed in the light of the judgments of the various High Courts including the case in Principal Commissioner of Income Tax, New Delhi Vs. Maruti Suzuki India Ltd.(2019) 107 Taxmann.com 375 (SC).

8. Per contra, learned counsel for the respondents submits that there is no merit in the petition and that the same is liable to be dismissed.

9. A perusal of the material on record will indicate that it is an undisputed fact that M/s. Rajshri Packagers Limited got amalgamated with the petitioner-company vide amalgamation order at Annexure – B dated 06.03.2012. Under identical circumstances, in Maruthi’s case supra, the Apex Court has held as under:

“This appeal arises from a judgment of a Division Bench of the Delhi High Court dated 9 January 2018 which upheld the decision of the Income Tax Appellate Tribunal1. The Tribunal held that the assessment made in the name of Suzuki Powertrain India Limited2 for Assessment Year3 2012-13 is a nullity since the entity had been amalgamated with Maruti Suzuki India Limited4 under an approved scheme of amalgamation and was not in existence. The High Court, while affirming this view of the Tribunal followed its own decision for AY 2011-12 in Principal Commissioner of Income Tax - 6, New Delhi v. Maruti Suzuki India Limited (successor of SPIL) MANU/DE/2640/2017 : (2017) 397 ITR 681 (DEL.) ("Maruti Suzuki"). Holding that no question of law arose, the High Court dismissed