IMPORTANT POINT
Proceedings against a dissolved company are void and cannot be sustained under the Central Goods and Services Tax Act.

JUDGMENT :

YASHWANT VARMA, J.

1. This writ petition impugns the Show Cause Notice[SCN] dated 03 December 2023 as also a final order dated 27 April 2024 purporting to be under Section 73 of the Central Goods and Services Tax Act, 2017[CGST Act] and raising a demand in the name of “Digilife Distribution and Marketing Services Limited”.

2. From the disclosures which are made on the writ petition, we gather that a Scheme of Arrangement[Scheme] was formulated between Digilife Distribution and Marketing Services Limited and the petitioner/HCL Infosystems Limited. For the sake of brevity, we would hereinafter refer to Digilife Distribution and Marketing Services Limited as the “Amalgamating Company” and the petitioner/HCL Infosystems Limited as the “Amalgamated Company”.

3. The Scheme ultimately came to be approved by the National Company Law Tribunal[NCLT] in term of its order of 10 August 2022. The appointed date specified in that Scheme was 01 April 2022. Pursuant to the aforesaid Scheme coming to be approved, both the Amalgamating Company as well as the petitioner informed and apprised the Registrar of Companies of the factum of the Scheme having come to be duly approved.

4. On 12 October 2022, the Amalgamating Company moved an application for cancellation of its existing registration citing the reason for the filing of that application as being “transfer of business on account of amalgamation, merger, demerger, sale”. It was during the pendency of consideration of the aforesaid application that the respondents issued an acknowledgement of the same and suspended the Goods and Services Tax[GST] registration of the Amalgamating Company with effect from 12 October 2022. This becomes apparent from the communication which stands placed on our record as Annexure P/8.

5. Of equal significance is the filing made by the petitioner on the same date in Form GST ITC-02 together with a certificate of a Chartered Accountant seeking transfer of the Input Tax Credit standing in the account of the Amalgamating Company to the petitioner. Although and according to writ petitioner, the respondents were duly apprised of the Scheme having been approved and the Amalgamating Company thus having ceased to exist, a SCN in the name of the Amalgamating Company came to be issued by the respondents on 29 September 2023 for Financial Year[FY] 2017-2018.

6. On receipt thereof, the petitioner submitted a reply dated 16 November 2023, again apprising the second respondent of the Scheme which had come to be approved by the NCLT as well as the fact that the Amalgamating Company could no longer be viewed as existing in law. This fact was again brought to the attention of the respondents by way of a further detailed reply which was submitted on 16 February 2024.

7. At this juncture, it would be apposite to note that the proceedings for FY 2017-2018 were dropped on the merits of the case. However, and notwithstanding those disclosures having been duly made, the second respondent proceeded to issue yet another SCN in the interregnum, for FY 2018-2019 on 03 December 2023. This notice too was in the name of the Amalgamating Company.

8. Despite the petitioner, thus, having clearly and in unequivocal terms informed and having apprised the respondents that Digilife Distribution and Marketing Services Limited could no longer be viewed as existing in law, the respondents proceeded to frame a final order on 27 April 2024 in the name of the Amalgamating Company.

9. Dealing with an identical situation albeit under the Income Tax Act, 1961[IT Act], we had in a recent pronouncement in International Hospital Limited v. DCIT Circle 12 (2), 2024 SCC OnLine Del 6730 held as follows:-

“13. According to the writ petitioners, the challenge on grounds noticed above is no longer res integra and stands conclusively answered by the Supreme Court in Maruti Suzuki. It becomes pertinent to note that the judgment of the Supreme Court in Maruti Suzuki had come to be rendered on an appeal which arose from a