Merging of Company and Gods and Service Tax Act, Goods and Services Tax - GST

[umeshkumar jhawar]

Dear Sir

One Company ABC Private Limited got merged with PQR Private Limited as per NCLT Order vide order dated 31.01.2025. ABC Private Limited has ITC balance as on 31.01.2025 Rs. 1,00,000.00 at the same time ITC of Rs. 50,000.00 pending for recredit as per Inverted duty refund application.

Question

1. What is the due date for filing of application for cancellation for ABC Private Limited ?

2. Is there any due date for filing ITC-02?

3. Wherther pending recredit of Rs. 50,000.00 possible after cancellation of ABC Private Limited and whether we can file more than two ITC-02?

Posts / Replies

[YAGAY andSUN]

1. As per Rule 20 of the CGST Rules, in case of merger or amalgamation approved by NCLT, the application for cancellation of registration of the transferor company (ABC Private Limited) must be filed within 30 days from the date of the NCLT order, i.e., by 02.03.2025.

2. There is no prescribed statutory due date under the GST law for filing Form ITC-02; however, it should ideally be filed before applying for cancellation of registration to ensure smooth transfer of unutilized ITC to the transferee company (PQR Private Limited).

3. The pending recredit of ₹50,000 arising from the inverted duty refund can be claimed only if the transferor company’s registration is still active and the refund claim process is complete. Once registration is cancelled, claiming recredit becomes practically difficult. Multiple ITC-02 filings are permitted in cases where there are separate business verticals or partial transfers, subject to proper documentation and justification.