TaxTMI 
TaxTMI 
2026 (7) TMI 1520
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.... 4. The prime contention as urged on behalf of the Petitioner is that the Impugned Order dated 19.12.2025 has been issued in the name of a non-existent entity viz., IDFC Alternatives Limited (IAL) with GSTIN 27AABCI0920K1ZR and for such reason, considering the well settled principles of law as laid down in several decisions, and more particularly in the Petitioner's own case in Writ Petition Nos. 3390/2024 and 3607/2024, vide Order dated 07th May 2026, the Impugned Order would require to be quashed and set aside. 5. The relevant facts that need to be noted are that by Order dated 22nd November 2022, passed by the National Company Law Tribunal, Chennai, (NCLT) the Amalgamation filed by IDFC Limited seeking to approve the Amalgamation by and between IAL, IDFC Trustees Company Limited and IDFC Projects Limited into IDFC Limited was approved. Consequent to the above, IAL ceased to exist with effect from 09th December, 2022. 6. Thereafter, by an Order dated 25th September, 2024 of the NCLT, Chennai, a composite Scheme of Amalgamation was approved by which IDFC Financial Holding Company Limited and IDFC Limited merged into IDFC First Bank Limited (amalgamated company). 7. The Pe....
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....red not only its rights, but also its liabilities. 12. The Respondents submit that the first NCLT Order at page 101, mentions S.233 of the Companies Act 2013. The relevant provision regarding liabilities is reproduced as follows for ready reference:- "S.233 (9) The registration of the scheme shall have the following effects, namely:- (a) transfer of property or liabilities of the transferor company to the transferee company so that the property becomes the property of the transferee company and the liabilities become the liabilities of the transferee company;" 13. The Respondents submit that the Second NCLT Order dated 25.09.2024 at page 111, mentions Section 230-232 of the Companies Act, 2013. In this context the relevant provision of the Companies Act, 2013 reads thus :- "S.232-(4) Where an order under this section provides for the transfer of any property or liabilities, then, by virtue of the order, that property shall be transferred to the transferee company and the liabilities shall be transferred to and become the liabilities of the transferee company and any property may, if the order so directs, be freed from any charge which shall by virtu....
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.... pray to dismiss the Writ Petition. Analysis 17. Having heard the learned Counsel for the parties and on perusing the records, we are of the opinion that there is much substance in the contentions urged on behalf of the Petitioner. We find that the Impugned Show Cause Notice and the Impugned Order were issued to a non-existent entity, namely, IAL, and the same is also evident from the fact that both these documents were uploaded on the GST portal of IAL. 18. As noted earlier, it is the submission of the Respondents that the Petitioner was always in the know of the proceedings being initiated against IAL. In this regard, he referred to the first line of the Show Cause Notice which clearly records "M/s. IDFS Alternative Limited, Naman Chambers (now merged with IDFC First Bank Ltd)". We find that even though on the first page of the Show Cause Notice the correct name of the Petitioner is mentioned namely "IDFC First Bank Ltd", on the last page of the Show Cause Notice (page 241 of the paper book) it appears that the Show Cause Notice is addressed to "M/s. IDFC Alternatives Limited" GSTIN-27AABCI0920K1ZR) (now merged into M/s. IDFC Bank ltd). It appears that the same mistake i....
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....ategorically recorded that the Income Tax Department was never informed about the merger of the entity. Even while participating in the proceedings, it was represented before the authorities that the amalgamating company was in existence. In contrast to this, in the present case, the Petitioner, even before initiation of the Impugned Show Cause Notice, and even in the reply to the Impugned Show Cause Notice, had disclosed the amalgamation. 24. Further, this Court in Vodafone Idea Ltd. vs. Union of India (2026) 42 Centax 455 (Bom) and the Delhi High Court in HCL Infosystems Ltd. vs. Commissioner of State Tax & Anr. - (2024) 25 Centax 72 (Del) had taken note of the Mahagun's case and still held that the proceedings in the name of the amalgamating company are bad in law. 25. In Kanakia Spaces Realty Private Limited (supra), in paragraph 17, this Court has dealt with the contention advanced on behalf of the Department that the decision in the case of Maruti Suzuki India Limited, having been rendered in the context of Income Tax Act, 1961, would not be applicable to a case under the GST regime, and the same was rejected. Also, reliance on Section 87 of the CGST Act, 2017 to justif....
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....y of tax and other liabilities need to be initiated in the name of the transferee company and not in the name of the non-existing company. 30. In the present case, despite the Petitioner informing the Respondents time and again about the amalgamation, the Respondents chose to pursue proceedings against a non-existent entity, which is impermissible in law having regard to the judgements discussed herein above, including the decision of this Court in the Petitioner's own case. 31. Before concluding, we must also deal with another submission advanced by the learned Counsel for the Respondents questioning the Petitioner's locus to maintain the present Petition. At first blush, this submission appears attractive. However, in the facts of the present case, we find that the Petitioner is the successor of IAL, which has ceased to exist pursuant to its amalgamation. Throughout the proceedings, during the hearing before this Court, as well as in their Affidavit-in-Reply, the Respondents have made it abundantly clear that they seek to continue the impugned proceedings against IAL and, if successful, fasten the resultant liability upon the Petitioner. If any such liability ultima....