Wednesday, 11 February 2026

Gujarat HC disallows ITC refund in case of amalgamation due to statutory non-compliance

 This Tax Alert summarizes recent ruling of the Gujarat High Court (HC) [1] on refund eligibility of unutilized input tax credit (ITC) on account of exports, in case of amalgamation, where statutory provisions under Goods and Services Tax law (GST law) had not been complied with.


The key observations of the HC are:

  • Under GST law, upon amalgamation, the transferee entity is required to obtain registration first, followed by timely cancellation of the transferor’s registration. Any deviation from this prescribed statutory sequence creates legal inconsistencies and complications.
  • The refund of unutilized ITC is strictly governed by statutory provisions. Such refund can be availed only in the manner prescribed under the GST law and cannot be claimed dehors the statutory mechanism, even in cases of amalgamation.
  • Where a specific mechanism exists for transfer of unutilized ITC through FORM GST ITC 02, the same must be strictly adhered to. Failure to comply with this mechanism disentitles the transferor as well as the transferee from claiming refund of such ITC.
  • Applying the doctrine of pari delicto, the High Court noted that the action of both the entities and the jurisdictional officer failed to strictly follow the statutory provisions regarding registration and cancellation.
  • Consequently, the entities cannot seek the benefit of refund.

Thus, HC dismissed the writ petition and directed Revenue to issue appropriate instructions for following the mandate of statutory provisions in cases of amalgamation, to avoid future complications.

Comments:

  • While HC has strictly construed the 30-day time limit to cancel registration, CBIC vide Circular No. 69/43/2018-GST had clarified that 30-day deadline may be liberally interpreted and the taxpayers’ application for cancellation of registration may not be rejected because of the possible violation of the deadline.
It is common industry practice in similar situations to retain the transferor entity’s registration for filing refund claims as submitting such applications through transferee's registration may lead to complications in substantiating the claim. In light of this judgment, this practice may require reconsideration

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Gujarat HC disallows ITC refund in case of amalgamation due to statutory non-compliance

  This Tax Alert summarizes recent ruling of the Gujarat High Court (HC) [1] on refund eligibility of unutilized input tax credit (ITC) on ...