The Gujarat High Court is scheduled to pronounce its judgment today in a significant Goods and Services Tax (GST) dispute concerning the entitlement of an amalgamating company to claim refund of Integrated GST (IGST) on exports made prior to its amalgamation. The outcome is keenly awaited as it is expected to have far-reaching implications for companies undergoing corporate restructuring and mergers.
The case arises from multiple writ petitions filed by an amalgamated entity, which had sought refund of IGST in respect of exports carried out by its erstwhile company before amalgamation. The amalgamation had been approved by the National Company Law Tribunal (NCLT) in January 2024, pursuant to which all assets, liabilities, rights and obligations of the erstwhile company stood transferred to the amalgamated entity.
According to the petitioner, the IGST refund applications were filed in the name of the erstwhile company since it was the registered person that had actually effected the exports and, under Section 54(3) of the CGST Act, 2017, only the exporter as a registered person is entitled to claim refund. The adjudicating authority had accepted this position and sanctioned the IGST refund.
However, the Revenue authorities challenged the refund order before the appellate authority, which ruled against the petitioner and set aside the sanctioned refund. Consequent recovery proceedings were also initiated, prompting the petitioner to approach the Gujarat High Court by way of writ petitions.
During the earlier hearing, senior counsel for the petitioner contended that denial of refund merely on the ground of subsequent amalgamation was legally untenable, especially when the exports were undisputed and the refund had already been granted after due verification. It was argued that amalgamation does not extinguish statutory rights accrued prior to the merger and that the successor company steps into the shoes of the erstwhile entity.
On the other hand, the Revenue maintained that the refund could not be retained by the amalgamated company as the refund application was not in consonance with procedural requirements post-amalgamation and that the appellate authority had rightly reversed the sanction order.
The Division Bench of the Gujarat High Court, after hearing the parties, had issued notice for final disposal and listed the matter on priority. The judgment, expected to be delivered today, is likely to clarify whether IGST refunds relating to pre-amalgamation exports can be validly claimed or retained by an amalgamating or amalgamated company.
Case Details
Case Title: M/S Alstom Transport India Limited Versus Additional Commissioner
Case No.: R/SPECIAL CIVIL APPLICATION NO. 11025 of 2025
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