Rajdisle Private Limited V. The Income Tax Officer, Ward-5(1)(1) and The Principal Commissioner of Income Tax, Bengaluru-3

WP/14156/2024

AI Insights

The case involves M/s. Rajdisle Private Limited, which is the successor entity following an amalgamation with RJU Enterprises Private Limited, as per an order by the National Company Law Tribunal, Bengaluru. The petitioner challenged a notice issued by the Income Tax Department under Section 148A(b) of the Income Tax Act, 1961, which was directed to the old entity that no longer existed post-amalgamation. The court found that issuing a notice to a non-existing company was a jurisdictional error and set aside the notice, allowing for reissuance to the correct entity if deemed necessary.

• Counselvise Citation: [2024] 140 COUNSELVISE.COM (IT) 820995 (HC-KARNATAKA)
• Appeal Type: Others
• Pronouncement Date: 04-06-2024
• Assessment Year: misc
• Other Referred Cases: Principal Commissioner of Income Tax, New Delhi v. Maruti Suzuki India Ltd., W.P.No.9594/2023 in the case of Coffee Day Resorts (MSM) Pvt. Ltd., Vs. Deputy Commissioner of Income Tax
• Laws Referred To: Income Tax Act, 1961, Companies Act 1956
• Result in Favour of: Others
• Court: HIGH COURT
• Department Lawyers: THIRUMALESH
• Assessee Lawyers: ANNAMALAI
• Keywords: Amalgamation; Income Tax; Jurisdiction; Non-existing company; Notice Quash
• Section: 148A(b)

Judgement Text

" - 1 - NC: 2024:KHC:19098 WP No. 14156 of 2024 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 4TH DAY OF JUNE, 2024 BEFORE THE HON'BLE MR JUSTICE S SUNIL DUTT YADAV WRIT PETITION NO. 14156 OF 2024 (T-IT) BETWEEN: M/S. RAJDISLE PRIVATE LIMITED, PAN. AAECR5444G, (SUCCESSOR IN INTEREST FOR M/S. RAJDISLE PRIVATE LIMITED PAN: AAICR 2909 J) COMPANY INCORPORATED UNDER THE COMPANIES ACT 1956, REPRESENTED BY ITS DIRECTOR, DR. UJWALA NAGARAJA RAO JAGDALE, DAUGHTER OF LATE SRI. R. NAGARAJA RAO, AGED ABOUT 45 YEARS, 18, 5TH CROSS, SHANKARMUTT ROAD, SHANKARAPURAM, BENGALURU - 560 004. PRESENT ADDRESS: NO.17, MARIGOLD SQUARE, 9TH CROSS, 1ST PHASE, J.P.NAGAR, BENGALURU - 560 078. …PETITIONER (BY SRI. ANNAMALAI S, ADVOCATE) AND: 1. THE INCOME TAX OFFICER, WARD-5(1)(1), OFFICE OF THE INCOME TAX OFFICER, BMTC COMPLEX, 80 FEET ROAD, 6TH BLOCK, NEAR KHB GAMES VILLAGE, KORAMANGALA, BENGALURU - 560 095. Digitally signed by V KRISHNA Location: High Court of Karnataka - 2 - NC: 2024:KHC:19098 WP No. 14156 of 2024 2. THE PRINCIPAL COMMISSIONER OF INCOME TAX, BENGALURU-3, BMTC BUILDING, 80 FEET ROAD, 6TH BLOCK, NEAR KHB GAMES VILLAGE, KORAMANGALA, BENGALURU - 560 095, KARNATAKA. …RESPONDENTS (BY SRI. THIRUMALESH M., ADVOCATE) THIS WP IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO QUASH THE NOTICE ISSUED U/S 148 A(b) OF THE INCOME TAX ACT, 1961 DATED 6.02.2024 FOR THE AY 2020-21 BY THE R-1 BEARING DIN AND NOTICE NO. ITBA/AST/F/148A(SCN)/2023- 24/1060540262(1) HEREIN MARKED AS ANNEXURE-A1 AND ETC., THIS PETITION, COMING ON FOR PRELIMINARY HEARING, THIS DAY, THE COURT MADE THE FOLLOWING: ORDER Learned counsel Sri. Thirumalesh accepts notice for the respondents. 2. The present petitioner M/s. Rajdisle Private limited bearing PAN No.AAECR5444G is stated to be an entity consequent to the order of amalgamation passed by the National Company Law Tribunal, Bengaluru Bench in - 3 - NC: 2024:KHC:19098 WP No. 14156 of 2024 C.P(CAA) No.69/BB/2018 passed on 25.03.2019, whereby the transferor company - M/s. Rajdisle Private Limited came to be amalgamated with the transferee company - RJU Enterprises Private Limited. Subsequently, the name of M/s. RJU Enterprises Private Limited was changed to M/s. Rajdisle Private Limited. 3. In terms of order of the amalgamation, property rights and powers of the transferor company were transferred to that of the transferee company. Pursuant to the order of amalgamation dated 25.03.2019, by virtue of the Certificate of Incorporation pursuant to change of name, the name of the company from RJU Enterprises Private Limited has been changed to Rajdisle Private Limited. The Certificate of Incorporation was issued on 13.06.2019. Accordingly, the present petitioner - company was the new entity after amalgamation. 4. The amalgamated company has filed its returns for the assessment year 2020-21. Copy of which is - 4 - NC: 2024:KHC:19098 WP No. 14156 of 2024 produced at Annexure-'G'. This factum of amalgamation has been brought to the notice of the revenue by virtue of the letter dated 19.01.2021 duly acknowledged on 28.01.2021. 5. It is to be noticed that for the same assessment year 2020-21, the revenue has issued notice under clause (b) of Section 148A of the Income Tax Act, 1961 (for short 'the Act') to M/s. Rajdisle Private Limited bearing PAN No.AAICR2909J. It is noticed that this PAN number pertains to the company prior to the order of amalgamation, that is no longer in existence in terms of the order of amalgamation, though it is pertinent to note that the petitioner herein also has the same name. 6. It is to be noticed that the legal position stands settled by virtue of the order in the case of Principal Commissioner of Income Tax, New Delhi v. Maruti Suzuki India Ltd., reported in (2019) 107 taxmann.com 375 (SC), wherein it is held that the - 5 - NC: 2024:KHC:19098 WP No. 14156 of 2024 notice and assessment order passed in the name of non- existing company is a substantive illegality and is an order passed without jurisdiction. Same has been followed by this Court in several judgments including in W.P.No.9594/2023 in the case of Coffee Day Resorts (MSM) Pvt. Ltd., Vs. Deputy Commissioner of Income Tax. 7. In light of the above, clearly the notice at Annexure-'A1' as well as notices at Annexures-'A2' and 'A3' for the assessment year 2020-21 pertaining to the petitioner company having been issued to the non-existing company M/s. Rajdisle Private Limited bearing PAN No.AAICR2909J are one without jurisdiction and are set aside. 8. However, liberty is reserved with the authority to initiate appropriate proceedings as is open in law and permissible insofar as the contents of the notices now set aside as per law against the appropriate entity i.e., the - 6 - NC: 2024:KHC:19098 WP No. 14156 of 2024 petitioner bearing PAN No.AAECR5444G. All contentions not adjudicated upon are kept open. Accordingly, petition is disposed off. Sd/- JUDGE MCR "