On Amalgamation Refund Allowed Only for ITC Actually Transferred | HC

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amalgamation ITC refund GST

Case Details: Alstom Transport India Ltd. vs. Additional Commissioner, CGST and Central Excise - [2026] 182 taxmann.com 827 (Gujarat)

Judiciary and Counsel Details

  • A.S. Supehia & Pranav Trivedi, JJ.
  • Sujit Ghosh, Sr. Adv., Ms Mannat Waraich, Ms Anshika Agarwal, Shrey Bhatt & Aditya J. Pandya, Advs. for the Petitioner.
  • Param V. Shah for the Respondent.

Facts of the Case

The petitioner was formed by the amalgamation of three entities, including an erstwhile company. The erstwhile company transferred nearly 80% of unutilized input tax credit (ITC) to the petitioner through FORM GST ITC-02, retaining the remainder. A refund application under the category ‘ITC accumulated due to Exports of Goods/Services without payment of Tax’, which was allowed by the competent authority. The petitioner later claimed refund of the remaining unutilized ITC of the erstwhile company, asserting that since the amalgamation transferred all rights and liabilities to the petitioner, it was entitled to refund under Section 54(3). The matter was accordingly placed before the High Court.

High Court Held

The High Court held that on amalgamation, the business and adventure of the transferor company would transfer to the new company as per the sanctioned scheme, and the transferor was not restricted from transferring the entire unutilized ITC. The Court interpreted Section 18(3) and Rule 41(1) in their fundamental sense, emphasizing that the enabling mechanism for transfer of unutilized ITC cannot be used in a way. Since the transferor company continued to file GSTR-3B returns and availed ITC after the effective date, the ITC rights and liabilities were crystallized in its electronic credit ledger, and the transferee could claim the ITC only if it was transferred as prescribed. Consequently, the petitioner could not claim refund of the retained unutilized ITC.

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Author: Taxmann

Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.

The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:

  • The statutory material is obtained only from the authorized and reliable sources
  • All the latest developments in the judicial and legislative fields are covered
  • Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
  • Every content published by Taxmann is complete, accurate and lucid
  • All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
  • The golden rules of grammar, style and consistency are thoroughly followed
  • Font and size that's easy to read and remain consistent across all imprint and digital publications are applied