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Judgment
ORDER
PER SUDHIR KUMAR, JM :
This appeal by the assessee is emanating from the order of the Ld. Commissioner of Income Tax (Appeals)/National Faceless Appeal Centre, Delhi [hereinafter referred as CIT(A)] dated 22.12.2025 pertaining to assessment year 2017-18. Assessee has raised originally as many as 8 grounds of appeal. During the hearing, Ld. AR has also raised the following additional grounds:
1.That on the facts and in the circumstances of the case and in law, the AO in issuing the notice dated 23.3.2024 u/s. 148 and notice dated 1.7.2024 u/s. 143(2) of the Act in the name of M/s EMU Realcon (P) Ltd., which stood amalgamated with M/s Innus Infrastructure (P) Ltd. Vide NCLT, Chandigarh order dated 16.6.2023 with appointed date 1.4.2022 and thus M/s EMU Realcon (P) Ltd. had ceased to exist both on the date of issue of notice u/s. 148 of the Act and notice u/s. 143(2) of the Act, therefore, initiation of proceedings and consequential order of assessment u/s. 147 read with section 144 of the Act deserves to be quashed as such.
2.That notice dated 1.7.2024 u/s. 143(2) of the Act issued by the Assessment Unit Income Tax Department is illegal, invalid and without jurisdiction and therefore deserve to be quashed as such and consequently impugned order of assessment dated 31.3.2025 u/s. 147 read with 144 of the Act is without jurisdiction and deserves to be quashed as such.
Ld. AR stated that the above additional grounds are purely legal in nature and goes to the root of the matter and in view of the Hon’ble Supreme Court decision in the case of NTPC vs. CIT reported in 229 ITR 383 may be admitted for its adjudication. Ld. CIT(DR) opposed the request of the Ld. AR.
After hearing both the sides and perusing the records, we are of the view that the aforesaid additional grounds goes to the root of the matter, thus, in view of the decision in the case of NTPC vs. CIT (Supra), we admit the aforesaid additional grounds for its adjudication first.
Ld. AR has submitted that notice dated 23.3.2024 u/s. 148 of the Act and notice dated 1.7.2024 u/s. 143(2) of the Act in the name of M/s EMU Realcon (P) Ltd. stood amalgamated with M/s Innus Infrastructure (P) Ltd. vide Hon’ble NCLT, Chandigarh order dated 16.6.2023 with appointed date 1.4.2022 and thus M/s EMU Realcon (P) Ltd. had ceased to exist both on the date of issue of notice u/s. 148 of the Act and notice u/s. 143(2) of the Act, therefore, initiation of proceedings and consequential order of assessment u/s. 147 read with section 144 of the Act deserve to be quashed as such.
Ld. CIT(DR) relied upon the orders of the authorities below.
Considered the rival submissions and material placed on record. We observed that in this case notice dated 23.3.2024 u/s. 148 of the Act and notice dated 1.7.2024 u/s. 143(2) of the Act in the name of M/s EMU Realcon (P) Ltd. stood amalgamated with M/s Innus Infrastructure (P) Ltd. vide NCLT, Chandigarh order dated 16.6.2023 with appointed date 1.4.2022 and thus M/s EMU Realcon (P) Ltd. had ceased to exist both on the date of issue of notice u/s. 148 of the Act and notice u/s. 143(2) of the Act, therefore, initiation of proceedings and consequential order of assessment u/s. 147 read with section 144 of the Act is not sustainable in the eyes of law. We further note from the order of the assessment dated 31.3.2025 u/s 147 read with section 144 of the Act that M/s EMU Realcon (P) Ltd. stood merged with M/s Innus Infrastructure (P) Ltd. vide NCLT, Chandigarh order dated 16.6.2023 with appointed date 1.4.2022. We further note from the reply dated 12.3.2024 of the assessee which is placed at (page no. 82-87 of the Paper Book) that it has been duly informed that M/s EMU Realcon (P) Ltd. stood merged with M/s Innus Infrastructure (P) Ltd.; however, despite thereof, AO has issued notice dated 23.3.2024 u/s. 148 of the Act (APB-Page 96) and notice dated 1.7.20224 u/s. 143(2) of the Act (pages 99-101 of Paper Book) in the name of M/s EMU Realcon (P) Ltd., which had ceased to exist both on the date of issue of notice u/s. 148 of the Act and notice u/s. 143(2) of the Act, therefore, initiation of proceedings and consequential order of assessment u/s. 147 read with section 144 of the Act. That being the clinching factual position, we hereby quote PCIT vs. Maruti Suzuki (2019) 416 ITR 613 (SC) that such an assessment framed in a non-existent entity’s hands is not sustainable in law. The same stands quashed in very terms therefore. Since we have already quashed the assessment, other pleadings between the parties on merits stand rendered academic.
In the result, the assessee’s appeal is allowed.
Order pronounced in the Open Court on 29.07.2026.