Mr. Harpreet Singh Ajmani Ms. Manasvini Bajpai, Advs v. DEPUTY COMMISSIONER OF INCOME TAX, CIRCLE

Judgment

1. W.P.(C) 5020/2022 & W.P.(C) 5156/2022 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 15/02/2025 at 12:13:51 the respondents in terms of Section 148 of the Income Tax Act, 19611 for Assessment Year2 2014-15 and 2015-16. 2. For the sake of brevity, we take into consideration the following

chart which has been placed on the record by learned counsel for the writ petitioner:- WP(C) No. A.Y. Appointed/e ffective date Amalgamati on as per the scheme WP(C) No. 2014- 15

22.03.2018 WP(C) No. 2015- 16

22.03.2018 Factum of amalgamat intimated to AO/old PAN surrendere d on Intimation – 30.03.2019 [Page 290 [PDF] Annexure P-14] Pg. 284 Date of approval scheme NCLT/ HC

10.10.201 [copy 8 of order at page 223 [PDF] onwards Ann. P6] Pg. 217 Intimation – 30.03.2019 [Page 130 [PDF] Annexure P-7] 124 Pg.

10.10.201 [copy 8 of order at page 120 [PDF] onwards Ann. P6] Pg. 114 Revised/ Belated return any) on (if Details of regular assessment Date Impugned Notice/ Order - Notice 27.03.2021 section 148 of the act 79 [Pg. [PDF] the WP – Ann. P1] Pg. 73 Notice 26.03.2021 section 148 of the act 90 [Pg. [PDF] the WP – Ann. P1] Pg. 84 218 scrutiny Order dated 19.12.2016 – assessment – returned income was accepted. [pg. [PDF] onwards of the WP – Ann. P5] pg. 212 Order dated 31.12.2017 – assessment – returned income was accepted. [pg. [PDF] onwards of the WP – P5] Ann. pg. 109 scrutiny 115 1 Act 2 AY W.P.(C) 5020/2022 & W.P.(C) 5156/2022 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 15/02/2025 at 12:13:51

3. The solitary question which appears to survive for our consideration is whether the reassessment notices as issued in the name of M/s Motherson Sintermetal Technology Ltd.3 can be sustained bearing in mind the undisputed fact that the aforenoted corporate entity had merged with Tiger Connect Travel Systems and Solutions Ltd.4 together with M/s Motherson Advanced Tooling Solutions Ltd.5, yet another subsidiary. We further note that Tiger Connect subsequently changed its corporate name to Samvardhana Motherson Innovative Solutions Ltd, the petitioner herein. 4. From the intimation which Tiger Connect provided to its jurisdictional Assessing Officer6 and which is dated 30 March 2019, we find that an appropriate disclosure had been made with respect to Motherson Advanced and Motherson Sintermetal having merged with Tiger Connect pursuant to a Scheme of Amalgamation7 having come to be approved by the Mumbai and Delhi Benches of the National Company Law Tribunal in terms of orders of 26 July 2018 and 10 October 2018 respectively. Despite the aforesaid intimation having been duly provided to the jurisdictional AO of Tiger Connect, the reassessment notice came to be issued in the name of Motherson Sintermetal. 5. It is in the aforesaid backdrop that we bear in mind the following pertinent observations International Hospital Limited v. DCIT Circle 12(2)8:- that we had rendered ―13. According to the writ petitioners, the challenge on grounds noticed above is no longer res integra and stands conclusively 3 Motherson Sintermetal 4 Tiger Connect 5 Motherson Advanced 6 AO 7 Scheme 8 2024 SCC OnLine Del 6730 W.P.(C) 5020/2022 & W.P.(C) 5156/2022 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 15/02/2025 at 12:13:51 answered by the Supreme Court in Maruti Suzuki. It becomes pertinent to note that the judgment of the Supreme Court in Maruti Suzuki had come to be rendered on an appeal which arose from a judgment of this Court and which while upholding the decision rendered by the Tribunal had held that an assessment made in the name of Suzuki Powertrain India Ltd., and which had evidently under an approved Scheme amalgamated with Maruti Suzuki India Ltd., was a nullity. On facts it emerged that MSIL had duly intimated the AO of the amalgamation prior to the case being selected for scrutiny assessment. Notwithstanding that information being available, the AO appears to have framed a draft assessment order in the name of SPIL. 14. It was in the aforesaid backdrop that the Supreme Court firstly took note of an earlier decision of this Court in Spice Entertainment Ltd. v. Commissioner of Service Tax, where it had been held that an assessment made in the name of a transferor company would be void ab initio and could not possibly be viewed as a procedural defect curable or rectifiable under Section 292B of the Act. This becomes evident from the following conclusions which came to be rendered: ―11. After the sanction of the scheme on 11th April, 2004, the Spice ceases to exit w.e.f. 1st July, 2003. Even if Spice had filed the returns, it became incumbent upon the Income tax authorities to substitute the successor in place of the said ‗dead person‘. When notice under Section 143(2) was sent, the appellant/amalgamated company appeared and brought this fact to the knowledge of the AO. He, however, did not substitute the name of the appellant on record. Instead, the Assessing Officer made the assessment in the name of M/s. Spice which was non existing entity on that day. In such proceedings and assessment order passed in the name of M/s. Spice would clearly be void. Such a defect cannot be treated as procedural defect. Mere participation by the appellant would be of no effect as there is no estoppel against law.‖

15. The Special Leave Petition which was taken against the judgment in Spice Entertainment came to be dismissed by the Supreme Court in Commissioner of Income Tax, New Delhi v. Spice Enfotainment Ltd. in the following terms: judgment(s) ―Delay condoned. Heard learned Senior Counsel appearing for the parties. We do not find any reason to [Spice impugned interfere with Entertainment Ltd. v. Commr. of Service Tax, 2011 SCC OnLine Del 3210 : (2012) 280 ELT 43], [CIT v. Dimension Apparels (P) Ltd., 2014 SCC OnLine Del 7588 : (2015) 370 ITR 288], [CIT v. Chanakaya Exports (P) Ltd., 2014 SCC OnLine Del 7678], [CIT v. Chanakaya Exports (P) Ltd., ITA No. 721 of 2014, order dated 24-11-2014 (Del)], [CIT v. Radha Appearals (P) Ltd., 2015 SCC OnLine Del 14568], [CIT v. Intel Technology (India) (P) Ltd., 2015 SCC OnLine W.P.(C) 5020/2022 & W.P.(C) 5156/2022 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 15/02/2025 at 12:13:51 Kar 9493], [CIT v. Chanakaya Exports (P) Ltd., 2015 SCC OnLine Del 14567], [CIT v. Mayank Traders (P) Ltd., 2015 SCC OnLine Del 14633], [CIT v. P.D. Associates (P) Ltd., 2015 SCC OnLine Del 14632], [CIT v. Foryu Overseas (P) Ltd., 2015 SCC OnLine Del 14566], [CIT v. Sapient Consulting Ltd., 2016 SCC OnLine Del 6615] passed by the High Court. In view of this, we find no merit in the appeals and special leave petitions. Accordingly, the appeals and special leave petitions are dismissed.‖

16. The aspect of an assessment coming to be framed in the name of a company which stood dissolved consequent to amalgamation appears to have arisen for consideration of this Court yet again in Sky Light Hospitality LLP v. Assistant Commissioner of Income Tax. The Sky Light Hospitality Court held that a defect in recording the name of a non-existent company would constitute a procedural error which could be cured under Section 292B of the Act. The appeal taken against that decision to the Supreme Court came to be dismissed in Skylight Hospitality LLP v. Assistant Commissioner of Income Tax in the following terms:— ―In the peculiar facts of this case, we are convinced that wrong name given in the notice was merely a clerical error which could be corrected under Section 292-B of the Income Tax Act. The special leave petition is dismissed. Pending applications stand disposed of.‖

17. In Maruti Suzuki it appears to have been urged by and on behalf of the Revenue that the decision in Spice Entertainment would not hold good in light of the decision which our High Court had pronounced in Sky Light Hospitality and which had come to be affirmed by the Supreme Court. Dealing with the aforesaid contention, the Supreme Court in Maruti Suzuki observed as follows: ―28. The submission, however, which has been urged on behalf of the Revenue is that a contrary position emerges from the decision of the Delhi High Court in Skylight Hospitality LLP [Skylight Hospitality LLP v. CIT, 2018 SCC OnLine Del 7155 : (2018) 405 ITR 296] which was affirmed on 6-4-2018 [Skylight Hospitality LLP v. CIT, (2018) 13 SCC 147] by a two-Judge Bench of this Court consisting of Hon'ble Mr. Justice A.K. Sikri and Hon'ble Mr. Justice Ashok Bhushan. In assessing the merits of the above submission, it is necessary to extract the order dated 6-4-2018 [Skylight Hospitality LLP v. CIT, (2018) 13 SCC 147] of this Court : (Skylight Hospitality case[Skylight Hospitality LLP v. CIT, (2018) 13 SCC 147], SCC p. 147, para 1) ―1. In the peculiar facts of this case, we are convinced that wrong name given in the notice was merely a clerical error which could be corrected under Section 292-B of the Income Tax Act. The special leave petition is dismissed. W.P.(C) 5020/2022 & W.P.(C) 5156/2022 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 15/02/2025 at 12:13:51 Pending applications stand disposed of.‖ Now, it is evident from the above extract that it was in the peculiar facts of the case that this Court indicated its agreement that the wrong name given in the notice was merely a clerical error, capable of being corrected under Section 292-B. The ―peculiar facts‖ of Skylight Hospitality emerge from the decision of the Delhi High Court [Skylight Hospitality LLP v. CIT, 2018 SCC OnLine Del 7155 : (2018) 405 ITR 296]. Skylight Hospitality, an LLP, had taken over on 13-5-2016 and acquired the rights and liabilities of Skylight Hospitality Pvt. Ltd. upon conversion under the Limited Liability Partnership Act, 2008 (the LLP Act, 2008). It instituted writ proceedings for challenging a notice under Sections 147/148 of the 1961 Act dated 30-3-2017 for AY 2010-2011. The ―reasons to believe‖ made a reference to a tax evasion report received from the investigation unit of the Income Tax Department. The facts were ascertained by the investigation unit. The reasons to believe referred to the assessment order for AY 2013-2014 and the findings recorded in it. Though the notice under Sections 147/148 was issued in the name of Skylight Hospitality Pvt. Ltd. (which had ceased to exist upon conversion into an LLP), there was, as the Delhi High Court held ―substantial and affirmative material and evidence on record‖ to show that the issuance of the notice in the name of the dissolved company was a mistake. The tax evasion report adverted to the conversion of the private limited company into an LLP. Moreover, the reasons to believe recorded by the assessing officer adverted to the approval of the Principal Commissioner. The PAN number of LLP was also mentioned in some of the documents. The notice under Sections 147/148 was not in conformity with the reasons to believe and the approval of the Principal Commissioner. It was in this background that the Delhi High Court held that the case fell within the purview of Section 292-B for the following reasons : (Skylight Hospitality case [Skylight Hospitality LLP v. CIT, 2018 SCC OnLine Del 7155 : (2018) 405 ITR 296], SCC OnLine Del para 18) in addressing ―18. … There was no doubt and debate that the notice was meant for the petitioner and no one else. Legal error and mistake was made the notice. Noticeably, the appellant having received the said notice, had filed without prejudice reply/letter dated 11-4-2017. They had objected to the notice being issued in the name of the Company, which had ceased to exist. However, the reading of the said letter indicates that they had understood and were aware, that the notice was for them. It was replied and dealt with by them. The fact that W.P.(C) 5020/2022 & W.P.(C) 5156/2022 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 15/02/2025 at 12:13:51 notice was addressed to M/s. Skylight Hospitality Pvt. Ltd., a company which had been dissolved, was an error and technical lapse on the part of the respondent. No prejudice was caused.‖

29. The decision in Spice Entertainment [Spice Entertainment Ltd. v. Commr. of Service Tax, 2011 SCC OnLine Del 3210 : (2012) 280 ELT 43] was distinguished with the following observations : (Skylight Hospitality case [Skylight Hospitality LLP v. CIT, 2018 SCC OnLine Del 7155 : (2018) 405 ITR 296], SCC OnLine Del para 19) ―19. Petitioner relies on Spice Infotainment v. CIT [ This judgment has also been referred to as Spice Infotainment Ltd. v. CIT, (2012) 247 CTR 500 (Del)]. Spice Corp. Ltd., the company that had filed the return, had amalgamated with another company. After notice under Sections 147/148 of the Act was issued and received in the name of Spice Corp. Ltd., the assessing officer was informed about amalgamation but the assessment order was passed in the name of the amalgamated company and not in the name of amalgamating company. In the said situation, the amalgamating company had filed an appeal and issue of validity of assessment order was raised and examined. It was held that the assessment order was invalid. This was not a case wherein notice under Sections 147/148 of the Act was declared to be void and invalid but a case in which assessment order was passed in the name of and against a juristic person which had ceased to exist and stood dissolved as per provisions of the Companies Act. Order was in the name of non-existing person and hence void and illegal.‖

30. From a reading of the order of this Court dated 6-4-2018 [Skylight Hospitality LLP v. CIT, (2018) 13 SCC 147] in the special leave petition filed by Skylight Hospitality LLP against the judgment of the Delhi High Court rejecting its challenge, it is evident that the peculiar facts of the case weighed with this Court in coming to this conclusion that there was only a clerical mistake within the meaning of Section 292-B. The decision in Skylight Hospitality LLP [Skylight Hospitality LLP v. CIT, 2018 SCC OnLine Del 7155 : (2018) 405 ITR 296] has been distinguished by the Delhi, Gujarat and Madras High Courts in: (i) Rajender Kumar Sehgal [Rajender Kumar Sehgal v. CIT, 2018 SCC OnLine Del 12890]; (ii) Chandreshbhai Jayantibhai Patel Jayantibhai Patel v. CIT, 2018 SCC OnLine Guj 4812]; and (iii) Alamelu Veerappan [Alamelu Veerappan v. CIT, 2018 SCC OnLine Mad 13593]. 31. There is no conflict between the decisions of this Court in [Chandreshbhai W.P.(C) 5020/2022 & W.P.(C) 5156/2022 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 15/02/2025 at 12:13:51