High Court · 2025

...RESPONDENTS Petition under Article 226 of the Constitution of lndia praying that in the circumstances stated in the affidavit fired therewith, the High court may be pleased to issue a writ, order or Direction, more particularry in the nature of a writ of certiorari quashing the order passed by the first respondent bearing Ref No. oR' No'123/2021- ADJN(Commr)ST and D,N-20230356'R000000D3AE dated 24 -03.2023 under section 73 of the Finance Act, 1994 for the tax period 2016 -17 and 2017-18 (upto June 201 7) passed in the case of the petitioner by the first respondent (EXHIBIT - P1) by the Show Cause Notice (SCN) bearing Or. No.12312021 - ADJN (COMMR) ST, DIN 20211056YQ000082348C dated 2210.2021 under section 73 of the Finance Act, 1994 for the tax period 2016 -17 and 2017-18 (upto June 201 7) passed in the case of the petitioner by the first respondent (EXHIBIT - P20) as illegal, arbitrary, violative of principles of natural justice. lA NO: 1 OF 2023 Petition under Section 151 CPC praying that in the circumstances stated in the affidavit filed in support of the petition, the High Court may be pleased to stay all further proceedings including penalty and recovery proceedings, including basis order passed by the first respondent bearing Ref No- OR. No.12312021- ADJN(Commr)ST and DIN-20230356YR000000D3AE dated 24.03.2023 under section 73 of the Finance Act. 1994 for the tax period 20'1 6 -17 and 2017-18 (upto June 2017). Gounsel for the Petitioner: MS. HITHA MARADI, REPRESENTING M/S. SWATHI MENON P Counsel for the Respondent Nosl to 4: MS. MAMATA CHOUDARY' SC FOR INCOME TAX DEPARTMENT Counsel for the ResPondent No.5:-- The Court made the following: ORDER THE HONOURABLE SRI JUSTICE SUJOY PAUL AND THE HONOURABLE DR. JUSTICE G.RADHA RANI WRIT PETITI ON No.2OO180F 20.23 ORDER:tORALI (per Hon'ble Sri Justice Sujoy paut) Ms.Hitha Maradi, learned counsel representing on behalf of Ms.Swathi Menon p, learned counsel for the petitioner and Ms.Mamata Choudar5r, learned Senior Standing Counsel for Income Tax Department, appears for respondent Nos.1 to 4 2. This petition filed under Article 226 of the Constitution of India takes exception ro Order_in_Original (O.I.O.) No.6/2022_23, dated 24.O3.2O23.

3. The brief facts as projected by petitioner and necessaSz for adjudication of this matter are that the name of the petitioner M/s.Open Text Technologies pvt. Ltd., was previously M/s.Vignette Software Development India kivate Ltd.,. pursuant to an application preferred seeking change of name of the Company, the oflice of Registrar of Companies issued the certificate d,ated 22.04.2O lO. The relevant portion of which reads as under: - HJi;tiffiy / s. vrGNErrE soF-rwARE DEVELoIMENT rNDrA ,J^H.?;?f;'1Hff m.""3ffIffi "lffi f"::JT.fl?? 2 Seventh day of January Two Thousand Five under the Companies Act, 1956 (No.r of 1956) as VIGNETTE SOFTWARE DEVELOPMENT INDIA PzuVATE LIMITED having duly passed the necessarJr' resoltttion in terms of Section 21 of the Compalies Act, 1956 and the approval of tJ-e Central Government sigrrihed in writing having been accorded thereto under Section 2 1 of tf,e Companies Act, 1956, read with Government of India' Department of Company Affairs, New Delhi, Notification No G'S'R 507(E) d,aied,24/0611985;ide sRN A8210144s dated22l04/2010 the aame of is this day changed to Open Text Techaologies Irdia ""ii.o-p"oy private Limiied and this Certifi&te is issued pursuant to Section 23(1) of the said Act."

4. Learned counsel for the petitioner submits that in furtherance of said order, another order dated 06'05'2010 (Annexure P.5) was issued by Department of Commerce' State of Andhra Pradesh. Thus, the name of previous Company stood changed as M/s.Open Text Technologies Pvt' Ltd'' A show-cause noticedated22.|o,2o2lwasissuedrelatingtotheperiod the DePa-rtment that 20|6-2017aItd'2o|7.2o18(uptoJune,2o|7|.Thepetitioner filed his rePly to the said notice on 20.ll.2O2I arrd Petitioner- apprised CompanY was earlier known as M/s.Vignette Software Development India Private Ltd' Thus' the show-cause notice issued to the said Company cannot be pressed into service for the In addition, the Petitloner took various other present company legal grounds including the ground that the petitioner falls within It is requested to drop the the Speciat Economic Zone lS'E'Zl' proceedings. )

5. After hearing the petitioner, the impugned O.I. O. dated 24.03.2023 was passed.

6. Criticizing the said O.I.O., learned counsel for the petitioner submits that the Iindings given in the said order are erroneous in nature. The petitioner_Company being a unit in the S.E. Zone is exempted from payment of tax. Reliance is placed on certain provisions of the Special Economic Zones Act, 2OOS (for short "the Act 2OOS"I. Apart from this, it is urged that the principal reason for not accepting the change of name of the Company is that the Assessee failed to furnish the original documents (such as original certificate issued by the Registrar of Companies) in support of their contention that the name of Unit is changed. It is submitted that if petitioner would have been directed to produce the same, the petitioner certainly would have produced the same. There was no reason to disbelieve the photo/true copy of change of fresh certilicate of incorporation consequent upon the change of name dated 22.O4.2O1O.

7. Learned Senior Standing Counsel for Income Tax Department supported the impugned order and urge that the show-cause notice was issued on the basis of the Income Tax Return for the year 2016-2017, which was filed by M/s.Vignette -'\ l - Software Development India Private Ltd.,. The petitioner has not chosen to deal with this aspect rvhile hling the reply to the show- cause notice. The petitioner has statutory remedy of appeal and can avail the same. Lastly, it is pointed out by learned Senior Standing Counsel for Income Tax Department that para No'20 of the impugned order shows that there are two different registration numbers and the petitioner has not furnished any explanation for thesameinthereplytotheshow-causenotice.Thepetitioner was given an opportunity to file original certificate regarding change of name of ComPanY. B The parties confined their argument to the extent indicated above. 9 We have heard the parties at length and perused the record'

10. When the petitioner received a show-cause notice' dated 22.IO.2O21, it submitted reply dated 20'11'2021' In the initial paragraphs itself, the petitioner pointed out that the name of Vignettee Software Development India Pvt'' Ltd'' changed as M/s.Open Text Technologies Pvt' Ltd' It is also mentioned that it is functioning in Special Economic Zone unit in Raheza Mindspace Park, Hyderabad. ln para No'21 of the impugned order' the stand 5 of the petitioner rega-rding change ol name ol Company is not accepted mainly on the ground that original certificate issued by Registrar of Companies was not produced by the petitioner. I 1. A plain reading of para 20 of the impugned order shou,s that the petitioner submitted copy of relevalt certificate issued by the competent authoritv short,ing the change of name of the company. The said certificate is disbelieved by holding that certifred copv of the same \{,as not filed. No attempts were made to get the genuineness of the certificate verified from issuing authorit]' i.e. the office of the Registrar. No reasons are assigned as to $'hv true/photocopl' of certificate is to be disbelieved. Simiiarll', there is no iota of discussion whether the petitioner deserves an-\r exemption for functioning in SEZ. These reievant aspects are required to be looked into.

12. Considering the aforesaid, we deem it proper to set aside the O.l.O. dated 24.03.2023, and remit the matter back to the same authority. The petitioner shall file his additionai reply within fifteen days and produce true copy/certified copy of certificate issued by the Registrar of Companies regarding the change of name before such authorit],. It will be open for the petitioner to make necessary pleadings in additionai reply regarding two 6 - different registration numbers as mentioned in paragraph No'20 of the impugned order' The competent authority shall give personal hearing to the petitioner and pass a fresh O'I O' in accordance with law' 13. With aforesaid and without expressing any opinion on the merits of the case, the Writ Petition is disposed of' No order as to costs Miscellaneous Petitions Pending' if anY, shall stand closed I/TRUE COPY, SD/- T ASSISTANT , JAYA REGIS EE RAR SECTION OFFICE R To, 'hl1":Hff#l:k!$l"f#!,:rsi#;ffi El'ri?i[,$*:i:i:,"'L;":'ia* 'z,Pr?"Try8il,i'i;:Jf"-"":t":li'"^"J#:?il':h""t"::A:*Jf,:m%%"tq'? 'rrii+i11:";r::*itugrl35#ffi 's:?s::n;13'::\r1'.r#ftH'i' ^iffi-*#*rtr{i**i*t'X'l'gt*s"::3t+''6'\l'1i[:l'1'1''i' Madhapur sEZ 603 cvber rowers' Hitec citv' ' Dnil"rlfl:En:lt :3[il:''""er' 6. One CC to Ms Swathi lvlenon P Advocate ICPUCI 7. One CC to Sri K lUamata' SC for lnco'^o: Tax D:partrnenlioPucl Two CD CoPias B TJ GJP 0k\[ HIGH COURT DATED:21 tO1t2)2s ORDER WP.No.20018 of 2023 I DISPOSING OF THE WRIT PETITION WITHOUT COSTS 14$rt { ( ( ') 72 E LF n D 2r)15 t PA.T t 6t- \