- 1 - HC-KAR NC: 2025:KHC:23769 WP No. 16211 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 2ND DAY OF JULY, 2025 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ WRIT PETITION NO. 16211 OF 2025 (T-IT) BETWEEN: SYNECHRON DIGITAL PAYMENTS SERVICES PRIVATE LIMITED REP BY ITS SUCCESSOR IN BUSINESS SYNECHRON TECHNOLOGIES PRIVATE LIMITED 23 AND 24, 2ND FLOOR, AMR TECH PARK II, HONGASANDRA HOSUR MAIN ROAD, BENGALURU – 560 068. (REPRESENTED BY ITS DIRECTOR-FINANCE (REPRESENTED BY ITS DIRECTOR MR. SREEKANTH D KARKIKOPPA, S/O. DEVARABHATTA KARKIKOPPA ESHWAR BHATTA, AGED ABOUT 46 YEARS) COMPANY INCORPORATED UNDER COMPANIES ACT 1956 EMAIL: NARENDRA@NNMS.IN …PETITIONER (BY SRI. NARENDRA KUMAR JAYANTILAL JAIN, ADVOCATE) AND: 1. THE ADDITIONAL /JOINT/ DEPUTY/ASSISTANT COMMISSIONER OF INCOME TAX, INCOME-TAX OFFICER, ASSESSMENT UNIT, INCOME TAX DEPARTMENT, MINISTRY OF FINANCE, ROOM NO.401, 2ND FLOOR, E-RAMP, JAWARHARLAL NEHRU STADIUM, DELHI - 110 003. Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:23769 WP No. 16211 of 2025 2. THE DEPUTY COMMISSIONER OF INCOME TAX, CIRCLE 6(1)(1), BANGALORE, BMTC BUILDING, 80 FEET ROAD, KORAMANGALA, BANGALORE – 560 095. …RESPONDENTS (BY SRI. M.DILIP, ADVOCATE) THIS WP IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO-QUASH AS FAR AS THE PETITIONER IS CONCERNED BY AN APPROPRIATE WRIT OR ORDER IN THE NATURE OF CERTIORARI OR OTHERWISE THE IMPUGNED PENALTY ORDER DATED 25.03.2025 ISSUED BY THE LEARNED FIRST RESPONDENT UNDER SECTION 270A VIDE DIN ITBA/PNL/F/270A/2024-25/1074984864(1) FOR AY 2021-22, ENCLOSED IN ANNEXURE-A AND ETC. THIS PETITION, COMING ON FOR PRELIMINARY HEARING, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE SURAJ GOVINDARAJ ORAL ORDER 1. The petitioner is before this Court seeking for the following releifs: a. “Quash as far as the Petitioner is concerned by an appropriate writ or order in the nature of Certiorari or otherwise the impugned penalty order dated 25.03.2025 issued by the Learned First Respondent under section 270A vide DIN ITBA/PNL/F/270A/2024- 25/1074984864(1)for AY 2021-22, enclosed in Annexure A. b. Quash as far as the Petitioner is concerned by an appropriate writ or order in the nature of Certiorari or otherwise the impugned demand notice under section 156 vide DIN ITBA/PNL/S/156/2024- 25/1074979876(1) dated 25.03.2025 issued by the - 3 - HC-KAR NC: 2025:KHC:23769 WP No. 16211 of 2025 Learned First Respondent for the AY 2021-22, enclosed in Annexure B. c. Grant such other reliefs as this Honourable High Court may think fit including the cost of this writ petition. 2. The penalty proceedings had been initiated against one M/s.Synechron Digital Payments Services Private Limited. Notice had been issued to the petitioner. The petitioner had submitted two replies one on 15.11.2024 and other on 30.01.2025. 3. In the reply dated 15.11.2024, certain justifications were furnished by the petitioner. In the subsequent reply dated 30.01.2025, which has been produced at Annexure – K, the petitioner was categorically informed to the respondent that M/s.Synechron Digital Payments Services Private Limited, had been merged and new entity M/s.Synechron Technologies Private Limited, has come into play as a transferee Company and as such, a request was made for all notices and documents to be addressed to M/s.Synechron Technologies Private Limited. It is despite the said letter dated 30.01.2025, that the the - 4 - HC-KAR NC: 2025:KHC:23769 WP No. 16211 of 2025 impugned penalty order dated 25.03.2025 has been passed against the M/s.Synechron Digital Payments Services Private Limited. 4. The submission of Sri Narendra Kumar J. Jain, learned counsel for the petitioner is that no such order could have been passed against the M/s.Synechron Digital Payments Services Private Limited since that being the transferee Company was no longer in existence after amalgamation and no order could have been passed by the Authority as regards entity which is not in existence. 5. In this regard, he relies upon the decision of this Court in the case of Coffee Day Resorts (MSM) (P.) Ltd. V. Deputy Commissioner of Income tax 1, more particularly, para 9 thereof, which is reproduced hereunder for easy reference: “9. In light of the judgment of the Apex Court in the case of Pr. CIT v. Maruti Suzuki India Ltd., (2019) 107 taxmann.com 375/265 Taxman 515/416 ITR 613, it is clear that notice and assessment order passed in the name of non- 1 (2023) 154 taxmann.com 135 (Karnataka) - 5 - HC-KAR NC: 2025:KHC:23769 WP No. 16211 of 2025 existing company is a substantive illegality and is an order passed without jurisdiction. Accordingly, only on the above ground of M/s.Shankar Resources (P) Ltd., having merged with the petitioner company and was not an existing entity as on the date of issuance of notice, the notice under Section 148A (b) dated 28.01.2023 vide Annexure-D, similar identical notice dated 23.02.2023 at Annexure-F and notice dated 13.03.2023 at Annexure-H are set aside. So also, order under Section 148A(d) dated 28.03.2023 vide Annexure-K and notice under Section 148 dated 28.03.2023 vide Annexure-L are set aside. 6. Sri M. Dilip, learned counsel for the respondents- Authority submits that since the proceedings were pending and in the first reply, there is no information furnished as regards the amalgamation, the proceedings continued and the orders were passed against M/s.Synechron Digital Payments Services Private Limited, and as such no fault would be found and the matter proceeded with. 7. I am unable to accept the submission that since the matter was pending, it was proceeded with. Once the amalgamation occurs, the transferee Company gets subsumed into the transferee Company. In this - 6 - HC-KAR NC: 2025:KHC:23769 WP No. 16211 of 2025 case, a new entity has come into being namely M/s.Synechron Technologies Private Limited, the very existence of M/s.Synechron Digital Payments Services Private Limited, having come to an end and the PAN number and other related documents relating of M/s.Synechron Digital Payments Services Private Limited, having also come to an end. As such, no order could have been passed against the entity whose PAN number has come to an end. 8. As held by this Court in Coffee Day Resort’s case and by relying on the decision of the Hon’ble Apex Court in Maruti Suzuki’s case, no order would be passed against the entity that would not have an existence. 9. In that view of the matter, I pass the following: ORDER a) The writ petition is allowed. b) Certiorari is issued, the impugned penalty order dated 25.03.2025 at Annexure-A and the - 7 - HC-KAR NC: 2025:KHC:23769 WP No. 16211 of 2025 impugned demand notice dated 25.03.2025 at Annexure-B, are quashed. c) Liberty is reserved to the respondents to initiate proceedings against the amalgamated entity namely M/s.Synechron Technologies Private Limited, if so permissible under law. SD/- (SURAJ GOVINDARAJ) JUDGE KTY List No.: 1 Sl No.: 36