SLUM SALE - GST RELATED AGREEMENTS

[RV PERUMAL]

A PRIVATE LIMITED COMPANY TAKE OVERS ONE PARTNERSHIP FIRM. IN GST WHAT ARE THE PROCEDURAL TO ADOPT FOR THE SLUM SALE (TAKE OVER) IF ANY AGREEMENT OR WRITTEN DOCUMENTS. PLEASE PROVIDE IT. ALSO INFORM ABOUT THE TAX( ITC LYING MORE THAN 1.5 LAKHS)

[KASTURI SETHI]

Dear RV Perumal Ji,

I am posting decisions : one is in favour of the assessee and other is in favour of the Department. You should peruse both and take precautions while drafting the agreement to this effect. Each case has its own/different facts & circumstances.

2019 (24) G.S.T.L. 480 (A.A.R. - GST) = 2019 (4) TMI 1499 - AUTHORITY FOR ADVANCE RULINGS, UTTARAKHAND IN RE : INNOVATIVE TEXTILES LTD.

2019 (20) G.S.T.L. 679 (A.A.R. - GST) = 2018 (12) TMI 767 - AUTHORITY FOR ADVANCE RULING, MAHARASHTRA IN RE : MERCK LIFE SCIENCE PRIVATE LIMITED

[KASTURI SETHI]

One case law pertaining to pre-GST era (regarding Cenvat Credit now ITC). In favour of assessee.

2016 (340) E.L.T. 708 (Tri. - Chennai) = 2016 (6) TMI 829 - CESTAT CHENNAI L.G. BALAKRISHNAN & BROS. LTD. Versus COMMISSIONER OF C. EX., TRICHY

[Ganeshan Kalyani]

I guess you will have to appoint a tax consultant to do all procedure of the tax over.

[RV PERUMAL]

Dear Ganesh Brother,

I am also a Tax Consultant. See, Before submitting any opinion to our clients or any other, better ask some our brother experts in the same field is good for us.

[Ganeshan Kalyani]

Sir, transfer of business as a going concern is exempt as per serial no. 2 of the Notification No. 12/2017-Central Tax (Rate) dated 28.06.2017.

[RV PERUMAL]

Brother Correct, I need any agreements/ procedures between the parties, that agreement I want before the slum sale proceedings. If available please provide

AI Summary

Transfer of business as a going concern exempt under GST; draft agreements to preserve ITC and procedural safeguards. The issue concerns GST treatment when a company acquires a partnership by slump sale and whether the transfer qualifies as a Transfer of business as a going concern exempt under GST. Parties must draft agreements and supporting documentation to demonstrate continuity of business, allocate and preserve Input Tax Credit, perform due diligence, and include representations, transitional mechanics and indemnities. Advance rulings and pre GST credit cases inform drafting and procedural steps; tax specialist involvement is recommended to implement filings and safeguards.