P. C.

1. Rule. Respondents waive service. With the consent of parties, Rule made returnable forthwith and heard finally.

2. By the present Petition, the Petitioner has impugned:-

(i) a notice dated 24 June 2025 issued under Section 143(2) of the Income-tax Act, 1961 (for short “the IT Act”);

(ii) a notice dated 24 February 2026 issued under Section 92CA(2) of the IT Act; and

(iii) all consequential and subsequent proceedings arising therefrom.

The relevant Assessment Year (for short “A.Y.”) is 2022-23. The challenge to the aforesaid notices and proceedings is principally on the ground that the Respondents could not have initiated fresh scrutiny proceedings in respect of the modified Return of Income furnished by the Petitioner under Section 170A of the IT Act when the assessment proceedings in respect of the original Return of Income for the relevant Assessment Year were pending.

3. By the notice dated 24 June 2025, Respondent No.1 sought to scrutinise the modified Return of Income filed by the Petitioner under Section 170A of the IT Act on 28 March 2025. The Petitioner contends that, on the date of furnishing of the modified Return of Income, the assessment proceedings for the A.Y. 2022-23 were pending, and therefore, the case was governed by Section 170A(2)(b) of the IT Act. According to the Petitioner, the Assessing Officer was required to take the modified Return of Income into consideration in the pending assessment proceedings and complete the assessment. He could not initiate a fresh and parallel scrutiny proceeding in respect of the same Assessment Year, was the submission.

4. The Petitioner has also challenged the notice dated 24 February 2026 issued under Section 92CA(2) of the IT Act and the proceedings arising therefrom.

5. The pleadings are complete, and therefore, with the consent of parties, we have heard the Petition finally.

6. The facts leading to the issuance of the notices impugned in the present Petition are as follows:

a. The Petitioner filed its original Return of Income for the AY 2022-23 on 28 November 2022 declaring a total income of Rs. 127,92,54,140/- under the normal provisions of the IT Act. An intimation was issued under Section 143(1) of the IT Act on 11 January 2023 accepting the income declared in the Return filed by the Petitioner.

b. Thereafter, the said Return was selected for scrutiny and a notice under Section 143(2) of the IT Act was issued on 1 June 2023. During the course of the assessment proceedings, the matter was referred to the Transfer Pricing Officer (for short “the TPO”) under Section 92CA of the IT Act. The TPO passed an order dated 27 January 2025, proposing transfer pricing adjustments, the correctness of which is not accepted by the Petitioner.

c. As per the recommendations of the TPO, a draft Assessment Order under Section 144C(1) of the IT Act was thereafter passed on 24 March 2025, incorporating the transfer pricing adjustments and not making any other adjustment to the income declared.

d. In the meantime, by an order dated 2 September 2024, the National Company Law Tribunal (NCLT) approved the merger of one “Confirmation.com India Private Limited” with the Petitioner, with the appointed date as 1 September 2019.

e. Pursuant to the aforesaid order of the NCLT, the Petitioner furnished a modified Return of Income in accordance with Section 170A of the IT Act on 28 March 2025, once again declaring its total income as Rs.127,92,54,140/-. In the modified Return of Income, the Petitioner chose not to claim the losses declared by Confirmation.com India Private Limited in its Return, which was accepted, and hence, the income of the Petitioner in the modified Return of Income remained the same as per the Petitioner’s original Return of Income. It may be worth mentioning that the amalgamating entity, i.e. Confirmation.com India Private Limited, had filed its original Return of Income for AY 2022-23 on 29 October 2022, wherein a loss of Rs.30,000/- was claimed. In t