Karnataka High Court
M/S Trelleborg India Private Limited vs State Of Karnataka on 2 July, 2024
Author: S Sunil Dutt Yadav
Bench: S Sunil Dutt Yadav
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 2ND DAY OF JULY, 2024
BEFORE
THE HON'BLE MR JUSTICE S SUNIL DUTT YADAV
WRIT PETITION NO. 15620 OF 2024 (T-RES)
C/W
WRIT PETITION NO. 19662 OF 2022 (T-RES)
WRIT PETITION NO. 24110 OF 2023 (T-RES)
WRIT PETITION NO. 25531 OF 2023 (T-RES)
WRIT PETITION NO. 1928 OF 2024 (T-RES)
IN W.P. NO.15620 OF 2024
BETWEEN:
1. M/S. TRELLEBORG INDIA PRIVATE LIMITED
A COMPANY UNDER THE COMPANIES
ACT (1) 1956, HAVING ITS
REGISTERED OFFICE AT 22/9
BERETANA AGRAHARA, HOSUR MAIN ROAD
BANGALORE - 560 100
Digitally signed
by VIDYA G R AND REPRESENTED BY ITS
Location: FINANCE DIRECTOR
HIGH COURT
OF MR. ANAND RANGANATHAN
KARNATAKA ... PETITIONER
(BY SRI. PRASAD PARANJAPE, ADVOCATE FOR
SRI BHARATH JANARTHANAN., ADVOCATE)
AND:
1. STATE OF KARNATAKA
REPRESENED BY ITS CHIEF SECRETARY
TO THE GOVERNMENT, VIDHANA SOUDHA
BENGALURU - 560 001, KARNATAKA
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
2. COMMISSIONER OF COMMERCIAL TAXES
VANIJYA THERIGE KARAYALA 1
1ST FLOOR, GANDHINAGAR
BENGALURU - 560 009
KARNATAKA
3. DEPUTY COMMISSIONER OF COMMERCIAL TAXES
(AUDIT 4.1) NO.601, 6TH FLOOR
BMTC DEPOT, TTMC BUILDING
NEAR SONY SIGNAL
KORAMANGALA, BENGALURU - 560 095
KARNATAKA
... RESPONDENTS
(BY SRI. SHAMANTH NAIK, HCGP)
THIS W.P. IS FILED UNDER ARTICLES 226 AND 227 OF
THE CONSTITUTION OF INDIA, PRAYING TO DIRECTION
UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA
CALLING FOR THE RECORDS PERTAINING TO THE
PETITIONER'S CASE AND AFTER GOING INTO THE VALIDITY
AND LEGALITY THEREOF, TO QUASH AND SET ASIDE THE
IMPUGNED NOTICE IN FORM GST DRC-01 DTD. 18.05.2024
BEARING REFERENCE NO. ZD2905240525746 ALONG WITH
SHOW CAUSE NOTICE NO. DCCT. AUDIT-4.1/SCN/2023-24
DTD. 18.05.2024 PERTAINING TO TAX PERIOD APRIL 2019 TO
MARCH 2020 ISSUED BY R-3 HEREIN AND ENCLOSED AS
ANNEXURE-A COLLY AND ETC.
IN W.P. NO.19662 OF 2022
BETWEEN:
1. M/S. TRELLEBORG INDIA PRIVATE LIMITED
A COMPANY UNDER THE COMPANIES
ACT (1) 1956,
HAVING ITS REGISTERED OFFICE AT 22/9
BERETANA AGRAHARA
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
HOSUR MAIN ROAD
BANGALORE - 560 100
REPRESENTED BY ITS
MANAGING DIRECTOR
MR. RANJAN SEN
IT IS REGISTERED UNDER
COMPANIES ACT, 1956.
... PETITIONER
(BY SRI. PRASAD PARANJAPE, ADVOCATE FOR
SRI BHARATH JANARTHANAN., ADVOCATE)
AND:
1. UNION OF INDIA
THROUGH ITS SECRETARY
DEPARTMENT OF REVENUE
MINISTRY OF FINANCE
GOVERNMENT OF INDIA,
CENTRAL SECRETARIAT
NORTH BLOCK
NEW DELHI - 110 001.
2. STATE OF KARNATAKA
REPRESENED BY ITS CHIEF SECRETARY
TO THE GOVERNEMNT
VIDHANA SOUDHA
BENGALURU - 560 001
3. ASSISTANT COMMISSIONER
COMMERCIAL TAXES
ENFORCEMENT 22, SOUTH ZONE
VTK-1, 'B' BLOCK
ROOM NO.405, 4TH FLOOR
KORAMANGALA
BENGALURU - 560 034.
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
4. COMMISSIONER OF COMMERCIAL TAXES
COMMERCIAL TAXES (KARNATAKA)
VTK-2, KORAMANGALA
BENGALURU - 560 034.
5. COMMISSIONER OF CGST AND CENTRAL EXCISE
CGST COMMISSIONERATE - BENGALURU
SOUTH DIVISION-8
KORAMANGALA
BENGALURU - 560 034.
... RESPONDENTS
(BY SRI. SHAMANTH NAIK, HCGP FOR R2 TO R4;
SMT PREETHA M., CGSC FOR R1;
SRI ARAVIND V. CHAVAN, ADVOCATE FOR R5)
THIS W.P. IS FILED UNDER ARTICLES 226 AND 227 OF
THE CONSTITUTION OF INDIA, PRAYING TO DIRECTION
UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA
CALLING FOR THE RECORDS PERTAINING TO THE
PETITIONER'S CASE AND AFTER GOING INTO THE VALIDITY
AND LEGALITY THEREOF, TO QUASH AND SET ASIDE THE
IMPUGNED NOTICE TITLED 'ENDORSEMENT' BEARING
NO.ADCOM/ENF/SZ/ACCT-22/INS-18/2021-22 DATED
14.09.2022 FOR THE TAX PERIOD 2017-18 ISSUED BY R3
HEREIN AT ANNEXURE-A AND ETC.
IN W.P. NO.24110 OF 2023
BETWEEN:
1. M/S. TRELLEBORG INDIA PRIVATE LIMITED
A COMPANY UNDER THE COMPANIES
ACT (1) 1956,
HAVING ITS REGISTERED OFFICE AT 22/9
BERETANA AGRAHARA
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
HOSUR MAIN ROAD
BANGALORE - 560 100
AND REPRESENTED BY ITS
MANAGING DIRECTOR
MR. RANJAN SEN
... PETITIONER
(BY SRI. PRASAD PARANJAPE, ADVOCATE FOR
SRI BHARATH JANARTHANAN., ADVOCATE)
AND:
1. STATE OF KARNATAKA
REPRESENED BY ITS CHIEF SECRETARY
TO THE GOVERNEMNT
VIDHANA SOUDHA
BENGALURU - 560 001
2. COMMERCIAL TAX OFFICER
(AUDIT)-4.11, DGSTO-4,
TTMC BUILDING
5TH FLOOR, BMTC BUS DEPOT
80 FEET ROAD, KORAMANGALA
BENGALURU - 560 095
... RESPONDENTS
(BY SRI. SHAMANTH NAIK, HCGP)
THIS W.P. IS FILED UNDER ARTICLES 226 AND 227 OF
THE CONSTITUTION OF INDIA, PRAYING TO DIRECTION
UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA
CALLING FOR THE RECORDS PERTAINING TO THE
PETITIONER'S CASE AND AFTER GOING INTO THE VALIDITY
AND LEGALITY THEREOF, TO QUASH AND SET ASIDE THE
IMPUGNED NOTICE IN FORM GST DRC-01 DTD. 26.09.2023
BEARING REFERENCE NO. ZD290923045251D FOR THE TAX
PERIOD JULY 2017-MARCH 2018 ISSUED BY R-2 HEREIN
(ANNEXURE-A) AND ETC.
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
IN W.P. NO.25531 OF 2023
BETWEEN:
1. M/S. TRELLEBORG INDIA PRIVATE LIMITED
A COMPANY UNDER THE COMPANIES
ACT (1) 1956,
HAVING ITS REGISTERED OFFICE AT 22/9
BERETANA AGRAHARA, HOSUR MAIN ROAD
BANGALORE - 560 100
AND REPRESENTED BY ITS
MANAGING DIRECTOR MR. RANJAN SEN
... PETITIONER
(BY SRI. PRASAD PARANJAPE, ADVOCATE FOR
SRI BHARATH JANARTHANAN., ADVOCATE)
AND:
1. STATE OF KARNATAKA
REPRESENED BY ITS CHIEF SECRETARY
TO THE GOVERNEMNT
VIDHANA SOUDHA, BENGALURU - 560 001
2. COMMISSIONER OF COMMERCIAL TAXES
VANIJYA THERIGE KARAYALA - 1
1ST FLOOR, GANDHINAGAR
BENGALURU - 560 009
KARNATAKA
3. ASSISTANT COMMISSIONER OF COMMERCIAL TAXES
LGSTO-025, 2ND FLOOR, V.T.K.-2,
2ND STAGE, RAJENDRA NAGAR
KORAMANGALA, BANGALORE - 560 047
KARNATAKA
... RESPONDENTS
(BY SRI. SHAMANTH NAIK, HCGP)
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
THIS W.P. IS FILED UNDER ARTICLES 226 AND 227 OF
THE CONSTITUTION OF INDIA, PRAYING TO DIRECTION
UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA
CALLING FOR THE RECORDS PERTAINING TO THE
PETITIONER'S CASE AND AFTER GOING INTO THE VALIDITY
AND LEGALITY THEREOF, TO QUASH AND SET ASIDE THE
IMPUGNED NOTICE IN FORM GST DRC-01 DTD. 09.10.2023
BEARING REFERENCE NO. ZD291023009273S, ALONG WITH
SHOW CAUSE NOTICE NO.ACCT(P)/LGSTO-025/DRC-
01/R1vsR3B-43/2023-24 DATED 07.10.2023 FOR THE TAX
PERIOD APRIL 2018-MARCH 2019 ISSUED BY R3 HEREIN AND
COLLECTIVELY ENCLOSED AS "ANNEXURE 'A'-COLLY" AND ETC.
IN W.P. NO.1928 OF 2024
BETWEEN:
1. M/S. TRELLEBORG INDIA PRIVATE LIMITED
A COMPANY UNDER THE COMPANIES
ACT (1) 1956,
HAVING ITS REGISTERED OFFICE AT 22/9
BERETANA AGRAHARA, HOSUR MAIN ROAD
BANGALORE - 560 100
AND REPRESENTED BY ITS
FINANCE DIRECTOR MR. RANJAN SEN
... PETITIONER
(BY SRI. PRASAD PARANJAPE, ADVOCATE FOR
SRI BHARATH JANARTHANAN., ADVOCATE)
AND:
1. STATE OF KARNATAKA
REPRESENED BY ITS CHIEF SECRETARY
TO THE GOVERNEMNT
VIDHANA SOUDHA
BENGALURU - 560 001
KARNATAKA
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
2. COMMISSIONER OF COMMERCIAL TAXES
VANIJYA THERIGE KARAYALA 1
1ST FLOOR,
GANDHINAGAR
BENGALURU - 560 009
KARNATAKA
3. DEPUTY COMMISSIONER OF COMMERCIAL TAXES
(AUDIT 4.1) V.T.K.II,
4TH FLOOR,
D.V.O.-4,
KORAMANGALA
BANGALORE - 560 047
KARNATAKA
... RESPONDENTS
(BY SRI. SHAMANTH NAIK, HCGP)
***
THIS W.P. IS FILED UNDER ARTICLES 226 AND 227 OF
THE CONSTITUTION OF INDIA, PRAYING TO DIRECTION
UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA
CALLING FOR THE RECORDS PERTAINING TO THE
PETITIONER'S CASE AND AFTER GOING INTO THE VALIDITY
AND LEGALITY THEREOF, TO QUASH AND SET ASIDE THE
IMPUGNED NOTICE IN FORM GST DRC-01 DTD. 15.12.2023
BEARING REFERENCE NO. ZD291223039418A ALONG WITH
SHOW CAUSE NOTICE NO. DCCT. AUDIT-4.1/SCN/2023-24
DTD. 15.12.2023 PERTAINING TO TAX PERIOD APRIL 2018 TO
MARCH 2019 ISSUED BY R-3 HEREIN AND ENCLOSED AS
ANNEXURE-'A'-COLLY AND ETC.
THESE PETITIONS COMING ON FOR PRELIMINARY
HEARING THIS DAY, THE COURT MADE THE FOLLOWING:
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NC: 2024:KHC:24866
WP No. 15620 of 2024
C/W WP No. 19662 of 2022
WP No. 24110 of 2023
WP No. 25531 of 2023
WP No. 1928 of 2024
ORDER
These petitions have been filed by M/s. Trelleborg India
Private Limited, who is the petitioner in all these batch of
writ petitions challenging the notices/endorsement in
Form GST DRC-01 as hereunder:-
W.P. No.15620/2024 GST DRC-01 18.05.2024
W.P.No.19662/2022 GST DRC-01 14.09.2022
W.P.No.24110/2023 GST DRC-01 26.09.2023
W.P.No.25531/2023 GST DRC-01 09.10.2023
W.P.No.1928/2024 GST DRC-01 15.12.2023
2. 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.
3. 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
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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 in
terms of the order dated 13.06.2017 passed by NCLT,
Bengaluru Bench in T.P.No.175/2017 & 176/2017.
4. After amalgamation of M/s. Trelleborg Sealing
Solutions (India) Private Limited with the Transferee
Company M/s. Trelleborg Indstrial Products Private
Limited, the new entity formed underwent change of name
and accordingly, the petitioner represents a new Company
consequent to amalgamation as per the order dated
13.06.2017 passed by NCLT, Bengaluru Bench in
T.P.No.175/2017 & 176/2017.
5. Sri Shamanth Naik, learned HCGP appearing for
the respondents refers to the order dated 13.06.2017
passed by NCLT, Bengaluru Bench in T.P.No.175/2017 &
176/2017 and submits that in terms of the said order, the
liability stands transferred to the Transferee Company.
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Said aspect is taken note of.
6. It is to be noticed that after the approval of
Scheme of Amalgamation by NCLT, an application for
cancellation of registration of M/s. Trelleborg Sealing
Solutions (India) Private Limited was made on 29.11.2021
and the final order came to be passed on 03.12.2021 in
Form GST REG-19 and the effective date of cancellation of
registration was stipulated as 29.11.2021.
7. It is submitted that despite all
developments, a pre show cause notice came to be
issued and in reply to which, the developments as
referred to have been made and reference of such reply
is stated to have been made. The relevant details
come forth in the Summary Table of dates filed by
the petitioner, which is extracted below:-
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Particulars I II III IV V
(Lead
Petition)
1 Writ Petition No. 19662/2022 24110/2023 25531/2023 1928/2024 15620/2024
2 Period of dispute 2017-18 2017-18 2018-19 2018-19 2019-20
3 Appointed date for
amalgamation of 01.04.2016 (page 57)
TSSIPL into the
petitioner
4 NCLT Approval for 13.06.2017 (page 48)
amalgamation scheme
5 Effective date for 13.07.2017 (page 58)
amalgamation
6 Application for 29.11.2021 (page 87)
cancellation of
registration
7 Order for cancellation 03.12.2021 (page 90)
of registration
8 Issuance of DRC-01A 14.09.2023 23.09.2023 10.10.2023 10.10.2023
to TSSIPL (page 91)
9 Intimation of 14.01.2022 22.09.2023 29.09.2023 16.10.2023 16.10.2023
amalgamation to (page 95)
department vide
written reply
10 Show cause notice in 14.09.2022 26.09.2023 09.10.2023 15.12.2023 18.05.2024
DRC-01 issued to (page 37)
TSSIPL (non-existent
entity)
8. It is submitted that despite the intimation of
amalgamation of the Company having been made in
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writing, the show cause notices have been issued to
M/s. Trelleborg Sealing Solutions (India) Private Limited,
which is a non-existent entity and accordingly the same
have been challenged in these Writ Petitions and details of
date of issuance of such notices is detailed at Serial No. 10
of the Summary Table of Dates, extracted hereinabove.
9. Such of the facts as referred to above are not in
dispute. In light of the legal position emanated from the
decision of Apex Court in Principal Commissioner of
Income Tax, New Delhi v. Maruti Suzuki (India)
Limited reported in (2020) 18 SCC 331, it is clear 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. This position has been
reiterated in the subsequent judgments of this Court
including the order of this Court dated 04.06.2024 passed
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in W.P.No.14156/2024 [M/s.Rajdisle Private Limited v. The
Income Tax Officer and Another].
10. Admittedly, as the notices/endorsement at
Annexure-'A' are issued to a non-existent entity, the
proceedings sought to be initiated by virtue of show cause
notices/endorsement at Annexure-'A' 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 regarding the subject matter of notices
at Annexure-'A' 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. All
contentions are kept open
Accordingly, the petitions are disposed off.
Sd/-
JUDGE
VGR
