Orders in name of non existent entity invalid; upload adjudication to transferee's GST and deem earlier registration cancelled.

Whether adjudication orders issued in the name of a dissolved/merged entity after amalgamation are valid and whether the erstwhile entity's GST registration must be treated as cancelled were addressed by the HC. Applying the statutory scheme for amendment, cancellation and suspension of registration under Sections 28 and 29 and the limitation relief in Section 75(3), the court reasons that orders cannot validly be recorded in the name of a non existent entity; the earlier registration is to be deemed cancelled from the merger date and the impugned orders and any corresponding demands are to be uploaded and pursued on the transferee's GST number.

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Issues: Whether orders passed by the Revenue in the name of a non-existent entity after amalgamation can be treated as invalid and whether the GST registration of the erstwhile (merged) entity is to be deemed cancelled so that the impugned orders are uploaded on the petitioner's GST number.

Analysis: Sections 28 and 29 of the Central Goods and Services Tax Act, 2017 govern amendment, cancellation and suspension of registration and require taking into account the GST number assigned to a registered person; Section 75(3) addresses limitation in certain circumstances. The factual matrix shows that the erstwhile company merged into the petitioner with an appointing date and effective date communicated to the Department, yet adjudication orders were recorded in the name of the erstwhile entity. Given settled law that orders cannot be passed in the name of a non-existent entity and in light of the statutory scheme for cancellation of registration on amalgamation or transfer, the appropriate remedy is to treat the earlier GST registration of the dissolved/merged entity as having been cancelled with effect from the date of merger and to post the adjudication orders on the petitioner's GST number; any demands relating to the earlier registration may be uploaded on and dealt with under the petitioner's GST number. Section 75(3) removes limitation objections for the parties in the circumstances presented.

Conclusion: The Revenue is directed to upload the impugned orders on the petitioner's GST registration number and the earlier GST registration of the non-existent/merged entity is deemed cancelled with effect from the merger date; the petitioner remains free to pursue available remedies and liabilities relating to the earlier registration shall be dealt with on the petitioner's GST number.

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