2026-VIL-740-BOM
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SGST High Court Cases

GST - Proceedings against Non-Existent Entity – Petitioner, IDFC First Bank Limited, is successor to IDFC Alternatives Limited (IAL) pursuant to NCLT Orders of amalgamation – Dept initiated proceedings against IAL by way of Show Cause Notice and adjudication order dated 19th December 2025, whereas IAL had ceased to exist effective from 09th December 2022 as per first NCLT order, and further amalgamation order of 25th September 2024 merged IDFC Limited (into which IAL was earlier merged) with IDFC First Bank Limited - Despite petitioner disclosing amalgamations to revenue authorities vide letters and in reply to SCN, proceedings were continued against IAL - Whether proceedings initiated and continued against a non-existent entity can be sustained despite knowledge of revenue authorities – HELD – Proceedings initiated and continued against a non-existent entity are impermissible in law and cannot be sustained. Mere participation and knowledge of the petitioner in proceedings does not validate proceedings against a non-existent entity - The facts that impugned Show Cause Notice and Order were uploaded on portal of IAL and addressed to IAL clearly demonstrate that respondents initiated proceedings against a non-existent entity - Mere addition of words ‘now merged with IDFC First Bank Limited’ will not infuse life into invalid proceedings. However, respondents are not precluded from initiating fresh proceedings against petitioner if entitled to in law – The proceedings for such recovery 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 - The impugned Order and SCN are quashed and set aside. The writ petition is allowed - Locus of petitioner to maintain the present petition – HELD - Respondents questioning the Petitioner's locus to maintain the present Petition. The Respondents cannot, on the one hand, seek to fasten upon the Petitioner the liability arising out of the Impugned Order and, on the other hand, contend that the Petitioner has no locus to challenge it. In any event, if the contention of the Respondents were to be accepted, it would result in an anomalous situation whereby the Petitioner, as the successor of IAL, would be required to bear the consequences of the Impugned Order and any liability arising therefrom, while, at the same time, being denied the right to question its legality. The proposition is therefore not only manifestly unjust but would also deprive the Petitioner of an effective remedy in law. Therefore, unable to accept the objection to the Petitioner's locus.
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