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YASHWANT VARMA, DHARMESH SHARMA
HCL Infosystems Ltd. – Appellant
Versus
Commissioner Of State Tax – Respondent
JUDGMENT :
YASHWANT VARMA, J.
1. This writ petition impugns the Show Cause Notice[SCN] dated 03 December 2023 as also a final order dated 27 April 2024 purporting to be under Section 73 of the Central Goods and Services Tax Act, 2017[CGST Act] and raising a demand in the name of “Digilife Distribution and Marketing Services Limited”.
2. From the disclosures which are made on the writ petition, we gather that a Scheme of Arrangement[Scheme] was formulated between Digilife Distribution and Marketing Services Limited and the petitioner/HCL Infosystems Limited. For the sake of brevity, we would hereinafter refer to Digilife Distribution and Marketing Services Limited as the “Amalgamating Company” and the petitioner/HCL Infosystems Limited as the “Amalgamated Company”.
3. The Scheme ultimately came to be approved by the National Company Law Tribunal[NCLT] in term of its order of 10 August 2022. The appointed date specified in that Scheme was 01 April 2022. Pursuant to the aforesaid Scheme coming to be approved, both the Amalgamating Company as well as the petitioner informed and apprised the Registrar of Companies of the factum of the Scheme having come to be duly approved.
4. On 12 October
Proceedings against a dissolved company are void and cannot be sustained under the Central Goods and Services Tax Act.
The assessment framed by the Assessing Officer on a non-existent company is a nullity in the eyes of law and void, and the provisions of section 292B cannot rescue the department.
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.
Amalgamation of company – An assessment can always be made and is supposed to be made on Transferee Company taking into account income of both Transferor and Transferee Company.
An assessment order issued against a non-existent entity due to amalgamation is fundamentally flawed and cannot be rectified under Sections 154 or 292B of the Income Tax Act.
Income Tax -Scheme of amalgamation - in case the assessment orders are framed in the name of a non-existent company it does not mean a procedural irregularity of the nature which could be cured by in....
Notices issued under Section 148 of the Income Tax Act against non-existing companies post-amalgamation are invalid and without jurisdiction.
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