- 1 - HC-KAR NC: 2025:KHC:28170 WP No. 17792 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 23RD DAY OF JULY, 2025 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ WRIT PETITION NO.17792 OF 2025 (T-RES) BETWEEN: M/S. KENNAMETAL INDIA LTD. FORMERLY KNOWN AS WIDIA INDIA TOOLING PVT. LTD. REGISTERED UNDER COMPANIES ACT, 1956 NO.8/9TH MILE, TUMKUR ROAD BENGALURU - 560 073 REPRESENTED BY ITS LEGAL COUNSEL (REGION) AND COMPANY SECRETARY. SMT. ANUPRIYA GARG AGED ABOUT 44 YEARS D/O. ANIL KUMAR GOEL NO.8/9TH MILE, TUMKUR ROAD BENGALURU - 560 073. …PETITIONER (BY SMT. VINITHA M., AND SRI P. B. HARISH, ADVOCATES) AND: DEPUTY COMMISSIONER OF COMMERCIAL TAXES (AUDIT)-6.1 DGSTO-6, KIADB BUILDING, 3RD FLOOR 14TH CROSS, 4TH PHASE, PEENYA 2ND STAGE BENGALURU - 560 058. …RESPONDENT (BY SMT. JYOTI M., MARADI, H.C.G.P.) Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:28170 WP No. 17792 of 2025 THIS WRIT PETITION IS FILED UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA PRAYING TO DIRECTION OF APPROPRIATE NATURE TO CALL FOR THE RECORDS OF THE CASE AND AFTER SCRUTINIZING THE SAME, TO STRIKE DOWN AND QUASH THE ADJUDICATION ORDER IN FORM GST DRC-07 BEARING REFERENCE NUMBER: ZD290225083893X DATED 20.02.2025 PASSED BY THE DEPUTY COMMISSIONER OF COMMERCIAL TAXES (AUDIT) 6.1 DGSTO-6 VIDE ANNEXURE-A (RESPONDENT). THIS WRIT PETITION IS COMING ON FOR PRELIMINARY HEARING, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE SURAJ GOVINDARAJ ORAL ORDER 1. Petitioner is before this Court seeking for the following reliefs: i. Issue a Writ of Certiorari or any other Writ or Order or direction of appropriate nature to call for the records of the case and after scrutinizing the same, to strike down and quash the adjudication order in form GST DRC-07 bearing reference number: ZD290225083893X dated 20.02.2025 passed by the Deputy Commissioner of Commercial Taxes (Audit)- 6.1 DGSTO-6 (respondent) vide ANNEXURE-A. ii. Issue a Writ of Certiorari or any other Writ or Order or direction of appropriate nature to call for the records of the case and after scrutinizing the same, to strike down and quash the impugned Show Cause Notice vide File No:DCCT (A) -6.1/DGSTO- 6/2024-25 issued by the Deputy Commissioner of Commercial Taxes (Audit)-6.1 DGSTO-6 (Respondent) in Form GST DRC-01 bearing Reference Number:ZD2911241615494 dated 28.11.2024 vide Annexure-B. - 3 - HC-KAR NC: 2025:KHC:28170 WP No. 17792 of 2025 iii. Pass any other order or orders as this Hon'ble Court deems fit and proper in the facts and circumstances of the present case. 2. The grievance of the petitioner is that the impugned order at Annexure-A, in pursuance of the show cause notice at Annexure-B, has been passed against M/s.Widia India Tooling Private Limited, which has been now amalgamated with the petitioner-M/s.Kenametal India Ltd and as such, M/s.Widia India Tooling Private Limited does not exist as a corporal entity any longer and therefore, no notice could have been issued to M/s.Widia India Tooling Private Limited or order passed against it. 3. In this regard, reliance is placed by the counsel for the petitioner on the decisions following decision; (i) Trelleborg India Pvt. Ltd vs. State of Karnataka1, more particularly paragraph 9, which is reproduced as under: "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 Pr.CIT vs. Maruti Suzuki (India) Ltd. reported in (2020) 18 SCC 331/[2019] 107 taxmann.com 375/265 Taxman 515, 1 (2024) 20 Centax 355(Kar) - 4 - HC-KAR NC: 2025:KHC:28170 WP No. 17792 of 2025 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 in Rajdisle (P.) Ltd. vs. ITO (W.P.No.14156 of 2024]." (ii) Hitachi Nest Control Systems Pvt. Ltd., vs. Additional Commissioner of Central Tax, Bengaluru2, more particularly paragraphs 9 and 10, which is reproduced as under: "9. The Apex Court in Maruti Suzuki India Ltd. (supra), dealt with a similar issue wherein a notice under Section 143(2), Income Tax Act was issued to a non existing company. The Hon'ble Supreme Court reiterating the legal principles laid down in Spice Entertainment Ltd. (supra), held as under- "39. In the present case, despite the fact that the assessing officer was informed of the amalgamating company having ceased to exist as a result of the approved scheme of amalgamation, the jurisdictional notice was issued only in its name. The basis on which jurisdiction was invoked was fundamentally at odds with the legal principle that the amalgamating entity ceases to exist upon the approved scheme of amalgamation. Participation in the proceedings by the appellant in the circumstances cannot operate as an estoppel against law. This position now holds the fields in view of the judgment of a co-ordinate Bench of 2(2024) 20 Centax 89 (Kar) - 5 - HC-KAR NC: 2025:KHC:28170 WP No. 17792 of 2025 two learned judges which dismissed the appeal of the Revenue in Spice Enfotainment on 2 November 2017. The decision in Spice Enfotainment has been followed interim order granted earlier is extended till the next date of bearing. Eh case of the respondent while dismissing the Special Leave Petition for AY 2011- 2012. In dong so, this Court has relied on the decision in Spice Enfotainment. 40. We find no reason to take a difference view. There is a value which the court must abide by in promoting the interest of certainty in tax litigation. The view which has been taken by this Court in relation to the respondent for AY 2011- 12 must, in our view be adopted in respect of the present appeal which relates to AY 2012-13. Not doing so will only result in uncertainty and displacement of settled expectations. There is a significant value which must attach to observing the requirement of consistency and certainty, Individual affairs are conducted and business decision are made interim order grated earlier is extended till the next date of hearing. Eh expectation of consistency, uniformity and certainty. To detract from those principles in neither expedient nor desirable." 10. On perusal of the aforementioned judgements would indicate that a company would cease to exist after an amalgamation has occurred and tax assessment cannot be initiated against a non-existent company. Similarly, a company would cease to exist after the voluntary winding up proceedings save occurred and is finally dissolved under Section 59(8) of the IBC Act. Therefore, applying the broader principles laid down by the Apex Court in Maruti Suzuki India Ltd.'s case (supra), tax assessment under the CGST Act cannot be initiated against non-existent company which was dissolved under Section 59(8) of the IBC Act. - 6 - HC-KAR NC: 2025:KHC:28170 WP No. 17792 of 2025 (iii) Pr.Commissioner of Income Tax, New Delhi vs. Maruti Suzuki India Limited3, moreover particularly paragraphs 33 and 34, which is reproduced as under: "33 In the present case, despite the fact that the assessing officer was informed of the amalgamating company having ceased to exist as a result of the approved scheme of amalgamation, the jurisdictional notice was issued only in its name. The basis on which jurisdiction was invoked was fundamentally at odds, with the legal principle that the amalgamating entity ceases to exist upon the approved scheme of amalgamation. Participation in the proceedings by the appellant in the circumstances cannot operate as an estoppel against law. This position now holds the field in view of the judgment of a co-ordinate Bench of two learned judges which dismissed the appeal of the Revenue in Spice Enfotainment on 2 November 2017. The decision in Spice Enfotainment has been followed in the case of the respondent while dismissing the Special Leave Petition for AY 2011-2012. In doing so, this Court has relied on the decision in Spice Enfotainment 34. We find no reason to take a different view. There is a value which the court must abide by in promoting the interest of certainty in tax litigation. The view which has been taken by this Court in relation to the respondent for AY 2011-12 must, in our view be adopted in respect of the present appeal which relates to AY 2012- 13. Not doing so will only result in uncertainty and displacement of settled expectations. There is a significant value which must attach to observing the requirement of consistency and certainty. Individual affairs are conducted and business decisions are made in the expectation of consistency, uniformity and certainty. To detract from those principles is neither expedient nor desirable." 3 2019 (7) TMI 1449 - 7 - HC-KAR NC: 2025:KHC:28170 WP No. 17792 of 2025 4. Learned HCGP submits that since the petitioner had not been represented before the respondent, the orders had been passed. 5. Heard the learned counsel for the petitioner and learned counsel for the respondent and perused the papers. 6. The catena of judgments, which have been cited supra by the learned counsel for the petitioner, would categorically indicate and establish that no proceedings could be initiated against a company which has been merged or amalgamated with another company. However, proceedings could be initiated against the resultant company or the amalgamated company, inasmuch as the assets and liabilities of the earlier company having been taken over by the resultant company. This being for the simple reason that the earlier company has been amalgamated has lost its legal character and does not exist as a legal entity. The said rulings would equally apply to the present matter. As such, I pass the following: ORDER - 8 - HC-KAR NC: 2025:KHC:28170 WP No. 17792 of 2025 i) Writ petition is allowed. ii) Certiorari is issued, Annexure A and B are quashed. iii) Liberty is reserved to the respondent to initiate proceedings against the petitioner who is admittedly the resultant/amalgamated Company. SD/- (SURAJ GOVINDARAJ) JUDGE VM List No.: 1 Sl No.: 64