Transfer of business by way of merger of two GST Registrations constitute supply under the GST law: AAR

The Maharashtra Authority of Advance Ruling (Maharashtra AAR)  in the matter of M/s Crystal Crop Protection Limited ruled out that Transfer of business by way of merger of two GST Registrations constitute supply under the GST law.

“Crystal Crop Protection Ltd (hereinafter referred to as ‘the Company’ or ‘Crystal’) is a trader & manufacturer of agrochemical products & registered under CGST 2017 vide Regn. No. 27AABCJ3574E2ZM in Nagpur (‘Nagpur registration’ or ‘Applicant’) & vide GST No. 27AABCJ3574E1ZN in Akola (Akola registration).

The Question was that, “1. Whether the transaction of transfer of business by way of merger of two GST registrations/ distinct persons would constitute ‘supply’ under the GST law?

2. Whether the transaction of transfer of business by way of merger of two GST registrations/ distinct persons would constitute ‘supply of goods’ under the GST law?

3. Whether merger between distinct persons would qualify as ‘transfer of business as going concern’ under the purview of GST Law?

4. Whether the transaction of transfer of business by way of merger of two GST registrations/ distinct persons would constitute ‘supply of services’ under the GST law?

5. If the transaction qualifies as ‘supply of services’, whether the said transaction would get covered under SI. No. 2 of Notification no. 12/2017-C. T.{R} dated 28.06.2017, and therefore not liable to GST?

6. Whether Nagpur registration can file Form GST ITC-02 and transfer unutilized credit balance to Akola registration?

7. In case the Applicant merges the business of Akola registration, then can the Applicant claim credit balance appearing in Akola registration via Form GST ITC 02A in Nagpur registration?”

The Authority Ruled out that, “1.) Answered in the affirmative. 2.) Answered in the affirmative. 3.) Not Answered in view of discussions made above. 4.) Answered in the negative in view of discussions made above. 5.) Not answered in view of answer to Question No. 4 above. 6.) Answered in the negative. 7.) This question was not admitted at the time of admission of the application and is therefore not answered.”

The ruling was made by Shri. Rajiv Magoo and Shri. T. R. Ramnani.

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