Reassessment notice issued to company after conversion to LLP, rendering it non-existent, is invalid; consequent proceedings void ab initio. Unchallenged jurisdictional defect by lower authority attains finality, barring merits review.

ORDER

PER MANISH AGARWAL, AM,

This appeal is filed by the revenue against the order of the ld. Commissioner of Income Tax (Appeals)-3, Noida [“ld. CIT(A)”] dated 10/07/2025 in appeal No. CIT(A), Ghaziabad/11458/2019-20 for Assessment Year 2013-14, passed under section 250 of the Income Tax Act, 1961 (hereinafter referred as ‘the Act’) arising out of the reassessment order passed u/s 147 of the Act dt. 18.12.2019.

2. Brief facts of the case are that the assessee was originally incorporated as a private limited company in terms of Certificate of Incorporation dt. 25.05.2010 and later converted into Limited Liability Partnership (“LLP”) under the name & style as “Mango Infratech Solutions LLP” on 16.10.2017 having PAN : ABHFM3674N. The return of income was originally filed by the erstwhile company on 26.09.2013 declaring loss of Rs. 93,431/-. The AO based on the information that assessee has made investment of Rs. 11,35,68,126/- has issued notice u/s 148 on 30.03.2019 in the name of erstwhile company after obtaining the approval from the prescribed authority. The assessee submits before the AO that the company has already been converted into LLP and thus jurisdiction over the assessee is with ITO, Ward 5(1)(1), Noida and requested for the transfer of case. The AO in the reassessment order after relying upon the judgement of Hon’ble Jurisdictional High Court in the case of Motor Sales Vs. CIT reported in (1998) 230 ITR 0044 (Allahabad) has rejected the request of the assessee and passed the reassessment order dt. 18.12.2019 in the name of erstwhile company assessing the total income at 7,43,72,640/- by making addition of Rs. 7,44,66,072/- as “income from other sources”.

3. Against the said reassessment order, assessee filed appeal before ld. CIT(A) and contended that when the notice u/s 148 was issued, the assessee company was converted into LLP and when it is cessed to exit, the entire reassessment proceedings based on the notice issued on non-existent entity is void ab initio. Ld. CIT(A), though has accepted the plea of the assessee however, has further decided the appeal of the assessee on merits and deleted the additions made by the AO.

4. Aggrieved by the order of ld. CIT(A), revenue has preferred the present appeal before the Tribunal on the strength of following grounds of appeal:-

1. “Whether on the facts and circumstances of the case and in law, the Ld. CIT(A)-3, Noida has erred in deleting the addition of Rs.7,44,66,072/ made by the Assessing Officer under the head Income from Other Sources, despite the assessee's failure to discharge the onus of proving the genuineness of the transactions and the creditworthiness of the persons from whom the alleged funds were received.

2. Whether on the facts and circumstances of the case and in law, the Ld. CIT(A)-3. Noida has failed to appreciate that the payment of Rs.44,66,072/- allegedly made by Shri Ashok Wadia to NOIDA Authority was not supported by any confirmation OR evidence to establish that it was made on behalf of the assessee company.

3. Whether on the facts and circumstances of the case and in law, the Ld. CIT(A)-3, Noida has erred in accepting the explanation of the assessee regarding contradictory financial statements for the same period, without appreciating that the differences in the two sets of balance sheets signed by different auditors and directors cast serious doubts on the reliability of the assessee's financials.

4. Whether on the facts and circumstances of the case and in law, the Ld. C