Proceedings against dissolved amalgamating companies are void; pre-amalgamation liabilities must be pursued against the successor transferee entity.

Proceedings initiated and concluded against an amalgamating company after it has ceased to exist are treated as void, even where its liabilities and pre-existing proceedings have devolved on the transferee. A reference to the successor in the notice or order, or the successor's participation, does not cure the jurisdictional defect where the proceedings remain directed at the dissolved transferor. Fresh proceedings concerning pre-amalgamation liabilities must be initiated against the successor entity. The transferee has standing to challenge such proceedings because it may bear the resulting liability, while the underlying tax merits remain open in any valid fresh action.

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Issues: (i) Whether the show cause notice and adjudication order issued against an amalgamating company that had ceased to exist were valid; (ii) Whether the successor transferee company had locus to challenge those proceedings.

Issue (i): Whether the show cause notice and adjudication order issued against an amalgamating company that had ceased to exist were valid.

Analysis: The notice and order were issued and uploaded on the GST portal in the name of the amalgamating entity after it had ceased to exist. The amalgamation had been disclosed to the authorities before initiation of the notice and in the reply to it. A passing reference to the transferee company did not cure proceedings initiated, continued and concluded against the non-existent entity. The adjudication order contained no reasoning that proceedings were validly directed against the successor, and its reasons could not be supplemented through submissions in court. Although liabilities and pending proceedings existing on the effective date of amalgamation devolve upon the transferee, any fresh proceedings to impose or recover pre-amalgamation liabilities must be initiated against the transferee and not the dissolved transferor. Participation by the successor did not validate the jurisdictional defect.

Conclusion: The show cause notice and adjudication order issued against the non-existent amalgamating entity were invalid and were quashed, in favour of the assessee.

Issue (ii): Whether the successor transferee company had locus to challenge those proceedings.

Analysis: The successor was the entity upon which the Revenue sought to fasten any liability resulting from the impugned proceedings. Denying it the right to challenge the order while treating it as liable for its consequences would deprive it of an effective legal remedy and create an unjust anomaly.

Conclusion: The successor transferee company had locus to maintain the writ petition, in favour of the assessee.

Final Conclusion: The Revenue may, if legally entitled, institute fresh proceedings against the successor entity; the merits of any tax liability remain open.

Ratio Decidendi: Proceedings initiated and concluded against an entity that has ceased to exist upon amalgamation are void, and successor participation or devolution of liabilities cannot cure that defect; proceedings for pre-amalgamation liabilities must be initiated against the transferee entity.

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