No GST Order Against Non-Existent Entity After Merger: Rajasthan HC in Larsen & Toubro v. Union of India

In Larsen and Toubro Ltd. v. Union of India and Others (2026:RJ-JP:6992-DB), the Rajasthan High Court held that an order cannot be passed in the name of a non-existent entity, and the GSTIN of an amalgamated company is deemed cancelled from the date of merger (paras 8–11). A Division Bench of Acting Chief Justice Sanjeev Prakash Sharma and Sangeeta Sharma, J disposed of three writ petitions against DRC-07 orders issued in the name of L&T Hydrocarbon Engineering Ltd. (paras 2–3, 16). Legacy demands survive, but must now be uploaded on L&T's GSTIN, and the earlier orders become redundant (paras 11–12, 15).

Headnote: GST Order Against Non-Existent Entity

Central Goods and Services Tax Act, 2017 – Sections 28, 29 and 75(3) – Amalgamation – Orders in Form GST DRC-07 passed in name of non-existent (amalgamated) company – Deemed cancellation of GST registration – Uploading of orders on successor's GSTIN – Limitation

Held: (i) A GST number once assigned has to be taken into consideration, and orders are ordinarily posted on the portal against that number; but it is settled law that an order cannot be passed in the name of a non-existent entity (para 8). (ii) Where a company has lost its existence by merging with another, its GST number is deemed cancelled from the date of merger (para 9). (iii) The moment the Department receives information of the merger, the successor's GST number becomes operational and the earlier number is deemed cancelled (para 11). (iv) Demands relating to the earlier GST number can be uploaded on the new GST number, and the successor must deal with them in accordance with law (para 11). (v) The Revenue must upload the orders on the petitioner's GSTIN within one month; the petitioner may pursue all remedies in law (para 12). (vi) Limitation does not arise for either party in view of Section 75(3), and the earlier orders become redundant once new orders are uploaded (paras 14–15).

(paras 8–15)

Case Details: Larsen & Toubro (2026:RJ-JP:6992-DB)

Final Outcome: Writ petitions disposed of; Revenue directed to upload the orders on the petitioner's GSTIN within one month; earlier orders to become redundant on uploading (paras 12, 15–16)

Case: Larsen and Toubro Ltd. v. Union of India and Others (with two connected petitions)

Neutral Citation: 2026:RJ-JP:6992-DB

Case No.: D.B. Civil Writ Petition No. 17163/2024, connected with D.B. Civil Writ Petition Nos. 18610/2024 and 18612/2024

Court: Rajasthan High Court, Bench at Jaipur (Division Bench)

Date of Decision: 13 February 2026 (Order; marked "REPORTABLE")

Bench: Hon'ble the Acting Chief Justice Mr. Sanjeev Prakash Sharma and Hon'ble Mrs. Justice Sangeeta Sharma (order of the Bench; authoring judge not indicated in the order)

Relevant Acts & Sections: Central Goods and Services Tax Act, 2017 – Sections 28, 29, 75(3); Form GST DRC-07

Impugned Order: Orders in Form GST DRC-07 dated 06.08.2024 (CWP 17163/2024) and 28.12.2023 (CWP 18610/2024 and 18612/2024), passed by the Deputy Commissioner (State Tax), Rajasthan, in the name of L&T Hydrocarbon Engineering Ltd. (paras 2–3)

Counsel: Mr. Prakash Shah, Senior Advocate, assisted by Mr. H.V. Nandwana, Mr. Mihir Mehta and Mr. Y.V. Nandwana, for the petitioner; Ms. Mahi Yadav, AAG, assisted by Ms. Harshita Sharma and Mr. Rohan Mittal, and Mr. Sandeep Pathak with Ms. Shefali Sharma, for the respondents

Source: Rajasthan High Court (official website)

Key Holdings of the Rajasthan High Court

• An order cannot be passed in the name of a non-existent entity; this is settled law (para 8).
• The GST number of an entity that merged into the petitioner is deemed cancelled from the date of merger (para 9).
• The Court consciously introduced a "deeming clause" to address teething issues of the GST law in merger cases (para 10).
• On information of merger, the successor's GSTIN becomes operational; legacy demands may be uploaded on it and must be met by the successor in accordance with law (para 11).
• Section 75(3) of the CGST Act rules out any limitation objection for either party when the orders are re-uploaded (para 14).
• The earlier orders become redundant on passing and uploading of the new orders on the portal (para 15).

Brief Facts of the Case

Larsen and Toubro Ltd. had a hydrocarbon division operated through a separate company, L&T Hydrocarbon Engineering Ltd. (LTHE) (para 3). The National Company Law Tribunal, Mumbai approved a scheme of amalgamation by order dated 28.01.2022 (para 3). LTHE merged with the petitioner with effect from 07.02.2022, with an appointed date of 01.04.2021 (para 3).

The petitioner states that this information was provided to the GST authorities (para 3). Despite that, the Deputy Commissioner passed DRC-07 orders on 06.08.2024 and 28.12.2023 in the name of LTHE (para 3). The order of 06.08.2024 was challenged in CWP 17163/2024, and the orders of 28.12.2023 in CWP 18610/2024 and 18612/2024 (para 2).

The petitioner's grievance was that the orders carried a jurisdictional error and could not be appealed by it (para 2).

On 28.12.2023, the petitioner also received a letter from the Deputy Commissioner, State Tax, stating that adjudication orders for subsequent years would be passed in the petitioner's name (para 4).

Note: para 9 dates the merger to "28.01.2022 itself w.e.f. 01.04.2021", while para 3 records an effective date of 07.02.2022 (paras 3, 9).

Issues Before the High Court

1. Whether DRC-07 orders passed in the name of an amalgamated, non-existent company suffer from a jurisdictional defect (paras 2, 4).
2. Whether the Revenue was justified in issuing orders on the old GSTIN because that registration had not been cancelled under the CGST Act (para 5).
3. What relief should follow, and whether limitation would bar re-issue of the orders on the successor's GSTIN (paras 4, 12, 14).

Court's Findings and Reasoning

Petitioner's case (para 4): Relying on Principal Commissioner of Income Tax, New Delhi v. Maruti Suzuki (India) Limited, (2020) 18 SCC 331, Senior Counsel argued that an order against a non-existent entity is an incurable jurisdictional defect (para 4). He submitted that a fresh order on the petitioner's GSTIN would not prejudice the Revenue, given Section 75(3) (para 4).

Revenue's case (para 5): Relying on Section 28, the Revenue argued that LTHE's GSTIN was never cancelled, and it was for the petitioner to get it cancelled after amalgamation (para 5).

Statutory framework (para 7): The Court extracted Sections 28 and 29. Section 29(1)(a) allows cancellation where the business has been "amalgamated with other legal entity", and Section 29(3) preserves earlier liability (para 7).

GSTIN is the posting address, but not against a dead entity (para 8): The Court accepted that a GST number once assigned has to be taken into consideration, and orders would ordinarily be posted on it (para 8). But once the Department knows of the merger, "there should have been some provision in the GST Act for an automatic cancellation of the earlier GST Number" (para 8). The reason is that an order cannot be passed in the name of a non-existent entity (para 8).

Deemed cancellation from date of merger (paras 9–10): The entity lost its existence on merger with the petitioner. Its GST number "would, therefore, be deemed to have been cancelled from the said date" (para 9). Acknowledging "certain teething issues" in the 2017 GST law, the Court "introduced the deeming clause" for merger cases (para 10).

Successor's GSTIN becomes operational (para 11): On receipt of information of merger, the new company's GSTIN becomes operational and the earlier GSTIN is deemed cancelled (para 11). As a caveat, demands relating to the earlier GSTIN "can always be uploaded on the new GST Number", and the successor must deal with them in accordance with law (para 11).

Limitation (para 14): The Court held that the issue of limitation "would not arise in view of the provisions of Section 75(3)" for either party (para 14). Section 75(3) provides that an order required to be issued pursuant to a direction of a court shall be issued within two years of communication of that direction. [Editorial note: the text of Section 75(3) is not extracted in the order.]

Application to facts (paras 12–15): The Court did not quash the demands outright; it chose re-uploading on the successor's GSTIN within one month (paras 12, 15). The remaining prayers were held academic at this stage, with liberty to pursue them in accordance with law if the need arises (para 13).

Final Outcome and Directions

• All three writ petitions disposed of (paras 12, 16).
• Revenue directed to upload the orders on the new GSTIN of the petitioner within one month from 13.02.2026 (para 12).
• Petitioner free to take up all remedies available in law against the concerned orders (para 12).
• Other prayers academic at this stage, with liberty to pursue them in accordance with law (para 13).
• Limitation will not arise for either party in view of Section 75(3) (para 14).
• Earlier orders to be treated as redundant upon passing and uploading of the new orders on the portal (para 15).
• Pending applications disposed of (paras 16–17).
• The order is silent on costs, interest, refund and any stay of recovery pending appeal.

Legal Principle Laid Down

Under the CGST Act, an order cannot be passed in the name of an entity that has ceased to exist by amalgamation. Once the Department is informed that a registered company has merged into another holding a distinct registration, the merged company's GSTIN is deemed cancelled from the date of merger and the successor's GSTIN becomes operational. Demands relating to the old GSTIN do not lapse; they may be uploaded on the successor's GSTIN, with the successor free to pursue all statutory remedies, and fresh uploading under a court direction is protected from limitation by Section 75(3) (paras 8–15).

Precedents Relied Upon

• Principal Commissioner of Income Tax, New Delhi v. Maruti Suzuki (India) Limited, (2020) 18 SCC 331 – Referred (cited by the petitioner) – an order passed in the name of a non-existent entity is a jurisdictional defect and cannot be rectified. Discussed at para 4.

No other precedent is cited in the order.

Important Paragraphs of the Judgment

Verbatim extracts from the judgment. For the full text, refer to the judgment PDF below.

Para 8 (non-existent entity): "From a perusal thereof, it is apparent that a GST Number once assigned has to be taken into consideration and all the orders would have to be posted on the portal on the said number. However, once it has been brought to the knowledge of the Department that the company having erstwhile GST No. has already merged with another company having a distinct GST registration number, there should have been some provision in the GST Act for an automatic cancellation of the earlier GST Number, as it is a settled law that an order cannot be passed in the name of non-existent entity."

Para 9 (deemed cancellation): "The entity having lost its existence, after the same having merged with the petitioner company way back on 28.01.2022 itself w.e.f. 01.04.2021, the GST Number assigned to the non-existent entity, would, therefore, be deemed to have been cancelled from the said date."

Para 11 (successor's GSTIN): "In other words, the moment an information is received to the Department relating to a particular company having become non-existent and having merged with another company, the GST Number of the new company would become operational and the earlier GST Number would be deemed to have been cancelled. At the same time, as a caveat, we may say that if there are any demands relating to the earlier GST Number, the same can always be uploaded on the new GST Number and the new company would have to deal with all such demands in accordance with law."

Para 14 (limitation): "The issue of limitation would not arise in view of the provisions of Section 75(3) of the CGST Act for either of the party."

Practical Impact of the Ruling

• For merged and amalgamated companies: Intimation of the merger to the GST authorities is the trigger. From that point, the old GSTIN is deemed cancelled and the successor's GSTIN is the correct address for orders (paras 3, 11).
• For taxpayers holding DRC-07 orders against a merged entity: Such orders are vulnerable, but the demand is not wiped out. The likely relief is re-uploading on the successor's GSTIN with full appeal rights (paras 11–12).
• For the department: Legacy demands can move to the successor's GSTIN, protected by Section 75(3); orders against GSTINs of merged entities should stop (paras 8, 11, 14).
• For litigants: Where an appeal cannot be filed because the order sits on a dead GSTIN, a writ seeking re-uploading is an effective remedy (paras 2, 12).

FAQs on GST Order Against Non-Existent Entity

1. What did the Rajasthan High Court hold in Larsen and Toubro Ltd. v. Union of India?

The Court held that an order cannot be passed in the name of a non-existent entity. The GSTIN of a company that merged into L&T is deemed cancelled from the date of merger. The Revenue was directed to upload the orders on L&T's GSTIN within one month (paras 8–9, 12).

2. Is the GSTIN of an amalgamated company automatically cancelled on merger?

Yes, by judicial deeming. Once the Department receives information of the merger, the successor's GSTIN becomes operational and the old GSTIN is deemed cancelled. The Court introduced this deeming clause to address teething issues in the GST law (paras 10–11).

3. Do GST demands against the merged company lapse?

No, the demands do not lapse. They can be uploaded on the successor's GSTIN, and the successor must deal with them in accordance with law. The successor can also pursue all remedies available in law (paras 11–12).

4. Is limitation a bar to re-uploading the orders on the new GSTIN?

No, limitation does not arise. The Court held that Section 75(3) of the CGST Act protects both parties on this point. The earlier orders become redundant once the new orders are uploaded (paras 14–15).

5. What relief did L&T get in the Rajasthan High Court?

The writ petitions were disposed of with a direction to upload the orders on L&T's GSTIN within one month. L&T is free to challenge those orders by all remedies in law. Other prayers were left open as academic at this stage (paras 12–13, 16).

Keywords: 2026:RJ-JP:6992-DB, Larsen and Toubro v. Union of India, GST order against non-existent entity, amalgamation GST, deemed cancellation of GSTIN, Section 28 CGST Act, Section 29 CGST Act, Section 75(3) CGST Act, DRC-07, L&T Hydrocarbon Engineering, tax litigation lawyer, Rajasthan High Court, Acting Chief Justice Sanjeev Prakash Sharma

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Download Judgment PDF – Larsen and Toubro Ltd. v. Union of India

Judgment PDF: 2026:RJ-JP:6992-DB – Larsen and Toubro Ltd. v. Union of India and Others (D.B. Civil Writ Petition No. 17163/2024 with Nos. 18610/2024 and 18612/2024) – The judgment PDF will be uploaded here shortly.

Source: Rajasthan High Court (official website).

Read more: Rajasthan High Court · GST · Amalgamation and GST Registration · Indirect Tax