GST proceedings against a non-existent amalgamated company are invalid; Section 87 cannot authorise notices to a dissolved entity.

GST notices, assessment proceedings and an impugned order issued in the name of an amalgamated company that had ceased to exist after NCLT approval of the merger were without jurisdiction. Once the original company was dissolved and its registration cancelled, proceedings could not validly continue against that non-existent entity; Section 87 of the CGST Act applies only to liability in the interregnum contemplated by that provision and does not authorise notices or assessment orders against a company already extinguished by amalgamation. The proceedings and order were therefore set aside.

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Issues: Whether GST proceedings, show-cause notices, and the impugned order issued in the name of an amalgamated company that had ceased to exist after approval of the scheme of amalgamation were valid, and whether Section 87 of the Central Goods and Services Tax Act, 2017 could sustain such action.

Analysis: The amalgamation scheme had been approved by the National Company Law Tribunal, after which the original company ceased to exist and its registration was cancelled. The notices and the impugned order were nonetheless issued against that non-existent entity. In such circumstances, proceedings initiated against a dead or non-existent person are without jurisdiction. Section 87 of the Central Goods and Services Tax Act, 2017 governs liability arising in the interregnum contemplated by that provision, but it does not authorise issuance of notices or passing of assessment orders against an entity that has already ceased to exist after amalgamation.

Conclusion: The proceedings and the impugned order against the amalgamated entity were invalid and liable to be set aside, and the writ petitions were allowed.

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