Trelleborg India Private Limited Vs State of Karnataka (Karnataka High Court)
Karnataka High Court held that once an amalgamating entity ceases to exist upon approved Scheme of Amalgamation, the question of initiation of proceedings as regards the non-existent Company cannot be permitted.
Facts- The notices in Form GST DRC-01 have been issued for various tax periods on the ground that notices have been issued to a non-existent entity, viz., M/s. Trelleborg Sealing Solutions (India) Private Limited.
It is to be noticed that in terms of the Scheme of Amalgamation approved by National Company Law Tribunal (NCLT) Bengaluru Bench, M/s. Trelleborg Sealing Solutions (India) Private Limited was amalgamated resulting in the creation of a new entity M/s. Trelleborg India Private Limited, which is the petitioner herein.
Conclusion- Held that once an amalgamating entity ceases to exist upon approved Scheme of Amalgamation, the question of continuing the proceedings as regards the non-existent Company cannot be permitted.
Held that as the notices are issued to a non-existent entity, the proceedings sought to be initiated by virtue of show cause notices in all the petitions are set aside. It is needless to state that the respondents are at liberty to pursue the proceedings against the appropriate entity as is permissible in law, as the petitions are disposed off on the premise that no proceedings could have been initiated against a non-existent Company.
