- 1 - HC-KAR NC: 2025:KHC:48601 WP No. 11732 of 2022 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 24TH DAY OF NOVEMBER, 2025 BEFORE THE HON'BLE MR. JUSTICE S.R.KRISHNA KUMAR WRIT PETITION NO. 11732 OF 2022 (T-IT) BETWEEN: KEMWELL PRIVATE LIMITED SUCCESSOR IN INTEREST OF M/S. RUBTECH EXPORTS PVT. LTD., REPRESENTED BY DIRECTOR ANURAG BAGARIA, SON OF SUBHASH BAGARIA, AGED ABOUT 46 YEARS, NO.11, KEMWELL HOUSE, TUMKUR ROAD, BENGALURU - 560 022. UNDER INCORPORATION COMPANIES ACT 1956 …PETITIONER (BY SRI. SHREEHARI KUTSA, ADVOCATE) AND: 1. ASST. COMMISSIONER OF INCOME TAX, CIRCLE- 4 (3) (1), BMTC BUILDING, 80 FEET ROAD, 6TH BLOCK, KORAMANGALA, BENGALURU - 560 095. 2. ASST. COMMISSIONER OF INCOME TAX, CIRCLE - 3 (1) (1), BMTC BUILDING, 80 FEET ROAD, 6TH BLOCK, KORAMANGALA, BENGALURU - 560 095. …RESPONDENTS (BY SRI. RAVI RAJ Y.V, ADVOCATE AND SRI. M. DILIP, ADVOCATE) Digitally signed by SHARADAVANI B Location: High Court of Karnataka - 2 - HC-KAR NC: 2025:KHC:48601 WP No. 11732 of 2022 THIS WP IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO QUASH THE NOTICE U/S 148 OF THE INCOME TAX ACT 1961 DATED 31.03.2021 FOR THE A.Y.2013-14 ISSUED BY THE RESPONDENT NO.2 BEARING DIN VZ.ITBA/AST/S/148/2020- 21/1032033972(1) WHICH IS ENCLOSED AS ANNEXURE-A AND ETC., THIS PETITION, COMING ON FOR ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE S.R.KRISHNA KUMAR ORAL ORDER In this petition, petitioner seeks the following reliefs: (a) Issue a writ of certiorari or direction in the nature of writ of certiorari quashing the notice under Section 148 of the Income Tax Act, 1961 dated 31.03.2021 for the A.Y. 2013-14 issued by the respondent No.2 bearing DIN viz., ITBA/AST/S/148/2020-21/1032033972(1) which is enclosed as Annexure A. (b) Issue a Writ of Certiorari or direction in the nature of writ of certiorari quashing the order disposing objections dated 29.03.2022 for the A.Y.2013-14 issued by the respondent No.1 bearing DIN viz., ITBA/AST/F/17/2021-22/1041988066(1) which is enclosed as Annexure B. (c) Issue a writ of certiorari or direction in the nature of writ of certiorari quashing the order of - 3 - HC-KAR NC: 2025:KHC:48601 WP No. 11732 of 2022 assessment under Section 147 dated 31.03.2022 for the A.Y.2013-14 issued by the respondent No.1 bearing DIN viz., ITBA/AST/S/147/2021- 22/104233/7892(1) which is enclosed as Annexure-C. (d) Issue a writ of certiorari or direction in the nature of writ of certiorari quashing the notice of demand issued under Section 146 of the Income Tax Act, 1961 dated 31.03.2022 for the A.Y.2013-14 issued by the respondent No.1 bearing DIN viz., ITBA/AST/S/156/2021-22/1042344358(1) which is enclosed as Annexure D. (e) And pass such other orders as this Hon'ble Court deems fit and proper in the interest of justice and equity. 2. Heard the learned counsel appearing for the petitioner and learned counsel appearing for the respondents and perused the material on record. 3. A perusal of the material on record will indicate that one M/s Rubtech Exports Private Limited, a private limited company got amalgamated with the petitioner - company i.e., M/s Kemwell Private Limited, which is also a private limited company - 4 - HC-KAR NC: 2025:KHC:48601 WP No. 11732 of 2022 vide amalgamation order dated 01.04.2019 passed by the NCLT, Bengaluru as per the scheme of amalgamation dated 17.12.2020. 4. The petitioner submitted a letter dated 05.01.2021 vide Annexure-F to the respondent intimating him about the factum of amalgamation of M/s Rubtech Exports Private Limited with petitioner viz., M/s Kemwell Private Limited. However subsequently, the respondent issued a notice dated 31.03.2021 as against the aforesaid M/s Rubtech Exports Private Limited and proceeded to pass the impugned order and issued impugned notices, all of which are assailed in the present petition. 5. The question as to whether upon amalgamation of a company with another company, the respondent would be entitled to proceed against the amalgamating company is no longer res integra in the light of the judgment of this court in 'eMUDRA LTD. VS. ASSISTANT COMMISSIONER OF INCOME TAX', (2020) 117 TAXMANN.COM 550 (KARNATAKA) wherein it is held that once the amalgamating company gets amalgamated with amalgamated company, the amalgamating company ceases to exist any longer and any notice and proceeding issued against the amalgamating - 5 - HC-KAR NC: 2025:KHC:48601 WP No. 11732 of 2022 company would be a nullity, non est, void ab initio and the same deserves to be quashed. 6. In the instant case, the material on record discloses that the aforesaid M/s Rubtech Exports Private Limited got amalgamated with the petitioner on 01.04.2019 and the same having been intimated to the respondent on 05.01.2021, the impugned notice and proceedings are nullity without jurisdiction or authority of law, void and non est and the same deserve to be quashed. 7. In the result, I pass the following: ORDER (i) The petition is hereby allowed. (ii) The impugned notice under Section 148 dated 31.03.2021, the order dated 29.03.2022, 31.03.2022 and the demand notice under Section 156 dated 31.03.2022 of the Income Tax Act, 1961 at Annexures –A, B, C, and D are hereby set aside. Sd/- (S.R.KRISHNA KUMAR) JUDGE SS List No.: 2 Sl No.: 30