CGST proceedings against a dissolved company after merger were void for want of jurisdiction and invalid notice.

Proceedings under the CGST Act cannot validly be initiated against an amalgamating company after it has ceased to exist on merger, especially where the tax authority had knowledge of the amalgamation. The notice was issued in the name of a dissolved entity despite a court-approved scheme and intimation to the Department. Section 87 of the CGST Act was read as dealing only with the treatment of companies during the relevant intervening period and cancellation of registrations, not as authority to commence adjudication against a non-existent company. The notice and the consequential order were therefore void ab initio and without jurisdiction.

---

---

Issues: Whether a show-cause notice and consequent adjudication under the CGST Act issued against an amalgamating company after it had ceased to exist on merger are sustainable in law.

Analysis: The company against which the notice was issued had already merged with the petitioner pursuant to a court-approved scheme of amalgamation, and the Department had been informed of the merger. The liability sought to be enforced arose from notices issued in the name of the dissolved entity. Section 87 of the Central Goods and Services Tax Act, 2017 was held not to authorise initiation of proceedings against a non-existent company after merger; it deals only with the treatment of companies during the relevant intervening period and the cancellation of registrations. Following the principle that proceedings initiated against a defunct amalgamating company are void when the authority has knowledge of the amalgamation, the adjudication founded on such notice was held to be without jurisdiction.

Conclusion: The notice issued to the non-existent amalgamating company and the order passed thereon were void ab initio and unsustainable in law.

---