Successor penalty liability after amalgamation: no true coordinate bench conflict was found, so Larger Bench reference was unnecessary.

The note addresses whether penalty can be imposed on a successor or amalgamated company after takeover, and whether cited coordinate bench rulings created a conflict requiring a Larger Bench reference. It explains that one decision concerned a different management-change fact pattern and did not lay down a binding rule on successor liability, while the other was a single-member decision without a concluded ratio on penalty in such circumstances. It also notes that, on amalgamation, the transferor company stands dissolved without winding up and penalty lies only against the person liable in law. On that basis, it states that no true coordinate bench conflict existed and the matter was returned to the referring Bench for decision on merits.

---

---

Issues: Whether there were contrary coordinate bench decisions on the question of penalty on the new management after takeover or amalgamation, and whether the matter required resolution by a Larger Bench.

Analysis: The disputed duty demand and the extended period were already upheld, leaving only the penalty question. The Tribunal examined the two cited decisions and found that one dealt with a different factual situation involving change of management and did not lay down a binding rule on the liability of a successor or amalgamated company. The other was a single-member decision and did not contain a concluded ratio on penalty in such circumstances. The Tribunal also noted that, upon amalgamation, the transferor company stood dissolved without winding up, and that penalty is imposed on the person liable in law. On that basis, it held that there was no true conflict of coordinate bench decisions warranting a Larger Bench reference.

Conclusion: There was no contrary coordinate bench decision on the referred question, and the matter was returned to the referring Bench for decision on merits.

---