Final Assessment Order Issued in Name of Non‑Existent Entity Is Void; High Court Dismisses Revenue's Appeal

A bench of Justice V. Kameswar Rao and Justice Vinod Kumar heard an appeal under Section 260A of the Income Tax Act in which the Principal Commissioner of Income Tax‑1 challenged an ITAT judgment that had quashed a final assessment order for AY 2016‑17 on the ground that it was framed in the name of the amalgamating (and by then non‑existent) company instead of the amalgamated successor.

The High Court upheld the Tribunal and dismissed the Revenue's appeal, holding that an assessment order drawn in the name and PAN of an entity that had ceased to exist was void and could not be saved as a mere procedural irregularity. The Court noted that the Assessing Officer had been informed of the merger well before the final order, yet proceeded to frame the order in the name of the predecessor company and failed to record any intent to assess the successor. The Court rejected the Revenue's contention that the error arose from an ITBA portal "glitch" and was curable under Section 292B or by rectification; it relied on precedents including Maruti Suzuki, Spice Entertainment and a series of coordinate‑bench decisions. The Court, in its reasoning, observed: "the provisions of Section 292B of the Act would not cure a jurisdictional defect since an assessment against an amalgamating entity was held to be akin to an assessment against a 'dead person' and hence cannot be seen as a mere procedural irregularity." The Court further recorded that the ITAT had correctly held that the draft and final assessment orders had been passed in the name of a non‑existent company and that the impugned order was therefore void ab initio.

Background The respondent, Boeing India Pvt. Ltd. (BIPL), originally reported income for AY 2016‑17 in a return filed by its predecessor Boeing International Corporation India Pvt. Ltd. (BICIPL) on 29.11.2016. A notice under Section 143(2) was issued on 21.07.2017 in the name of BICIPL, and the scheme of amalgamation making BICIPL merge into BIPL was approved on 27.02.2018 (appointed date 01.04.2017). The assessee notified the Revenue of the merger on 10.04.2018 and again in communications during proceedings. The Transfer Pricing Officer issued an order on 31.10.2019 in the name of BIPL; the draft assessment dated 21.12.2019 mentioned both entities; DRP directions dated 19.10.2020 were in the name of BIPL; yet the final assessment order dated 30.03.2021 was recorded in the name and PAN of BICIPL and did not refer to the amalgamation or to any ITBA limitation.

The Revenue argued that the use of the predecessor's name resulted from an ITBA portal limitation and constituted a curable clerical mistake under Section 292B or rectifiable under Section 154; it relied on decisions including Sky Light Hospitality and Mahagun Realtors to contend that factual distinctions rendered Maruti Suzuki and related holdings inapplicable. The respondent relied on the line of authorities culminating in Maruti Suzuki and Coordinate‑Bench rulings (Spice Entertainment, Sony Mobile, Vedanta) holding that an assessment in the name of a non‑existent entity was a jurisdictional defect not amenable to cure and that participation by a successor did not estop application of the law.

The High Court examined the sequence of events, the communications notifying the merger, and the absence of any recital in the final order indicating intent to assess the successor. It found that the law on the point was "well settled" and that the error was not a mere procedural lapse: given the antecedent authorities and the facts that the Revenue had been informed of the amalgamation, the final assessment framed in the name of the erstwhile company was void. The appeal was dismissed. No interim directions or liberties were granted by the Court.

Case Details: Case No.: ITA 586/2025 Case Title: Principal Commissioner of Income Tax‑1 v. Boeing India Pvt. Ltd. Appearances: For the Appellant(s): Mr. Debesh Panda, SSC; Ms. Zehra Khan, JSC; Mr. Vikramaditya Singh, JSC; Ms. Nivedita; Ms. Delphina Shinglai; Mr. Harshpreet Singh; Ms. A. Shankar; Ms. Ravicha Sharma, Advocates. For the Respondent(s): Mr. Sachit Jolly, Senior Advocate with Ms. Sherry Goyal, Ms. Viyushti Rawat, Mr. Devansh Jain, Mr. Sohum Dua and Mr. A. Shankar Bajpai, Advocates.