IMPORTANT POINT
Notices under Section 148 of the Income Tax Act cannot be issued to a non-existent entity following an amalgamation, as such actions lack legal jurisdiction.

ORDER :

Niral R. Mehta, J.

1. By way of this petition under Article 226 of the Constitution of India, the petitioner has approached this Court challenging, inter-alia, the notice under Section 148 of the Income-Tax Act, 1961 (for short ‘the Act’) dated 27.3.2021 for Assessment Year 2015-16.

2. Short facts can be stated as under :

2.1 The assessee, namely, Nasa Finlease Pvt. Ltd. has been amalgamated with Singh and Ghosh Trading Pvt. Ltd. which then converted to Singh and Ghosh Trading LLP after following the prescribed procedure under the Companies Act, 1956. The Income-Tax Department was informed about the said fact vide letter dated 2.9.2015. The Department was further intimated about the factum of amalgamation vide letter dated 10.3.2017.

2.2 Despite the aforesaid, the impugned notice dated 27.3.2021 under Section 148 of the Act came to be issued in the name of Nasa Finlease Pvt. Ltd.

2.3 Pursuant to the said notice, it was informed to the respondent vide letter dated 26.4.2021 that Nasa Finlease Pvt. Ltd. has been amalgamated with the petitioner with effect from 1.4.2014 pursuant to the order of the High Court under Sections 391 to 394 of the Companies Act, 1956. It was further stated therein that the impugned notice, thus, has been issued in the name of non-existing entity and thereby, requested to drop the proceedings.

2.4 The respondent, instead of dropping the proceedings, issued notices dated 17.11.2021, 29.12.2021 and 4.2.2022 under Section 142(1) of the Act in the name of Nasa Finlease Pvt. Ltd. and thereby, asked to furnish the return of income along with various other information.

2.5 The respondent appears to have been informed vide letter dated 19.2.2022 about the factum of amalgamation and requested to dispose of the said proceedings.

2.6 As the respondent has not disposed of the objections raised by the petitioner, being aggrieved and dissatisfied, the petitioner has approached this Court by way of this petition under Article 226 of the Constitution of India challenging, inter-alia, the notice under Section 148 of the Act.

3. We have heard learned Senior Advocate Mr.Tushar Hemani with learned advocate Ms.Vaibhavi Parikh for the petitioner and learned Senior Standing Counsel Mr.Varun Patel for the respondents.

4. Since the issue involved in the present petition is no more res-integra and covered by the decision of the Coordinate Bench of this Court in case of Adani Estate Management (P) Ltd. v. Income-tax Officer, reported in (2023) 151 taxmann.com 387 (Gujarat), at the request of learned advocates appearing for the respective parties, the petition is taken up for final hearing.

5. Considering the material on record, a short question that arises for consideration of this Court is whether the notice under Section 148 of the Act can be issued in the name of non-existing entity ?

6. Since the facts are not much in dispute, without adverting the same in detail, it would be appropriate to take note of the decision of the Coordinate Bench of this Court in case of Adani Estate Management (P) Ltd. (supra), wherein the Coordinate Bench of this Court, after having considered the catena of decisions, has observed, thus, as under :

“7.1 From the record, it also emerges that pursuant to the above, the petitioner had also intimated the concerned assessing ofiicer of the respondent about the same vide communication dated 31.03.2016. A copy of the same is produced at Page-13 to the compilation. In spite of the same, a notice, under Section 148 of the Act, came to be issued to the erstwhile Panchdhara Agro Farms Pvt. Ltd.

7.2 In above view of the matter, it would be relevant to refer to the observations made by this Court in ‘ADANI WILMAR LTD.’ (Supra), wherein, after referring to the decision of the Apex Court ‘PRINCIPAL COMMISSIONER OF INCOME TAX VS. MARUTI SUZUKI LTD.’ in (Supra), this Court observed as under at Paragraphs-5 and 6, thereof;

“5. It is urged before this Court that this group of other such matters in relation to the another co