Disposed

M/s. Open Text Technologies Pvt. Ltd. v. The Commissioner

Telangana HC21 Jan 2025WP/20018/2023

Case brief

AI extract

What is this about?

A GST assessment order under Section 73 of the Finance Act, 1994 was challenged on grounds that the authority disbelieved a Registrar of Companies certificate evidencing change of the petitioner's name and ignored its SEZ exemption claim. The High Court set aside the order, remitted the matter for fresh adjudication after personal hearing, permitting an additional reply.

What did the court decide?

O.I.O. dated 24.03.2023 set aside; matter remitted to same authority for fresh adjudication after personal hearing and consideration of additional reply.

M/s. Open Text Technologies Pvt. Ltd. Vs The… — GST and Indirect Tax | Telangana HC (2025)

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[³⁴³⁰ ]

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HIGH COURT FOR THE STATE OF TELANGANA AT HYDERABAD (Special Original Jurisdiction)

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TUESDAY, THE TWENTY FIRST DAY OF JANUARY TWO THOUSAND AND TWENTY FIVE

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PRESENT

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THE HONOURABLE SRI JUSTICE SUJOY PAUL AND THE HONOURABLE DR. JUSTICE G.RADHA RANI

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WRIT PETITION NO: 20018 OF 2023

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Betwee n:

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4,4/s. Open Text Technologies Pvt. Ltd, (Formerly known as Vignette Software D.evelopmenr tndia^private Limited) Unit No.3d4. Building Nd t4.3rd Floor Mindspace, lT Park, MadhapLir, Hyderabad, Tela"ngana I SOOOSl Represented by its Director / Authorized Signatory. Amit IVaigal

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...PETITIONER

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AND

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1 The Commissroner, Office of the Commissioner of Customs and GST, H.yderabad Audit-l Commissionerate, H. No. 3-4-1i 8li fVn, GtFf"oi, Elegant Maharaia, Ramanthapur, Hyderabad - 560013 Email. cgst.hydauOiti6j2g-ouin^'

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2 The_qommissioner, Office of the Commissioner of Central Tax Rangareddy G^S^T^^Commissionerate,^posnett Bhavan, Tilak Road, RamXoie, fiyaEalat _ 500001

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3 The^superintendent, office of the Superintendent of centrar rax Madhaour 9.GSr^{Ranse, io-s.3o.t-303,4th Fto6r,} Seiene tieigt-,ti, if;;;il;iEd;' ltzlasab Tank. Hyderabad - 5O00O2g

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4 ![e_S_uOerintendent,^{Office of the-superintendent} of Central Tax Kondapur GST Range, H No. 10-3-30j to 303-.ith Fto;r, Serene iieigl-rts, numayrlNagar, Masab Tank, Hyderabad - 500002g^-

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5 Development Commissioner, Madhapur SEZ 6e3, Cyber Towers, Hitec City, Madhapur, Hyderabad

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...RESPONDENTS

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Petition under Article 226 of the Constitution of lndia praying that in the circumstances stated in the affidavit fired therewith, the High court may be pleased to issue a writ, order or Direction, more particularry in the nature of a writ of certiorari quashing the order passed by the first respondent bearing Ref No. oR' No'123/2021- ADJN(Commr)ST and D,N-20230356'R000000D3AE dated

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24 -03.2023 under section 73 of the Finance Act, 1994 for the tax period 2016 -17 and 2017-18 (upto June 201 7) passed in the case of the petitioner by the first respondent (EXHIBIT - P1) by the Show Cause Notice (SCN) bearing Or. No.12312021 - ADJN (COMMR) ST, DIN 20211056YQ000082348C dated 2210.2021 under section 73 of the Finance Act, 1994 for the tax period 2016 -17 and 2017-18 (upto June 201 7) passed in the case of the petitioner by the first respondent (EXHIBIT - P20) as illegal, arbitrary, violative of principles of natural justice.

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lA NO: 1 OF 2023

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Petition under Section 151 CPC^praying that in the circumstances^statedin the affidavit filed in support^of the^{petition, the High Court may be pleasedto stay} all further^proceedings including^{penaltyand recovery proceedings, including basis} order passed by the first^{respondent bearing Ref No- OR.No.12312021-} ADJN(Commr)ST and DIN-20230356YR000000D3AE^{dated 24.03.2023under} section 73 of the Finance^{Act.1994 for the tax period 20'1 6 -17 and2017-18 (upto} June 2017).

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Gounsel for the Petitioner:^{MS. HITHA MARADI, REPRESENTING} M/S. SWATHI MENON^P

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Counsel for the Respondent^{Nosl to 4: MS. MAMATA CHOUDARY'} SC FOR INCOME^{TAX DEPARTMENT}

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Counsel for the^{ResPondentNo.5:--}

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The Court made^{the following:ORDER}

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THE HONOURABLE SRI JUSTICE SUJOY PAUL AND THE HONOURABLE DR. JUSTICE G.RADHA RANI

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WRIT PETITI ON No.2OO180F 20.23

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ORDER:tORALI (per Hon'ble Sri Justice Sujoy paut)

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Ms.Hitha Maradi, learned counsel representing on behalf of Ms.Swathi Menon p, learned counsel for the petitioner and Ms.Mamata Choudar5r, learned Senior Standing Counsel for Income Tax Department, appears for respondent Nos.1 to 4

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This petition filed under Article 226 of the Constitution of India takes exception ro Order_in_Original (O.I.O.) No.6/2022_23, dated 24.O3.2O23.

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The brief facts as projected by petitioner and necessaSz for adjudication of this matter are that the name of the petitioner M/s.Open Text Technologies pvt. Ltd., was previously M/s.Vignette Software Development India kivate Ltd.,. pursuant to an application preferred seeking change of name of the Company, the oflice of Registrar of Companies issued the certificate d,ated 22.04.2O lO. The relevant portion of which reads as under: -

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HJi;tiffiy /^{s. vrGNErrE} soF-rwARE DEVELoIMENT rNDrA ,J^H.?;?f;'1Hff m.""3ffIffi "lffi f"::JT.fl??

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Seventh day of January Two Thousand Five^{under the CompaniesAct,} 1956 (No.r of 1956) as VIGNETTE^{SOFTWAREDEVELOPMENTINDIA} PzuVATE LIMITED having duly^{passed the necessarJr'resoltttionin terms} of Section 21 of the Compalies^{Act, 1956 and the approval of tJ-e Central} Government sigrrihed in^{writing having been accordedtheretounder} Section 2 1 of tf,e Companies^{Act, 1956, read with Governmentof India'} Department of Company^{Affairs,New Delhi, NotificationNo G'S'R 507(E)} d,aied,24/0611985;ide^{sRN A8210144s dated22l04/2010 the aame of} ""pr vate i i.o-p"oy Limiied^is and^this this Certifi&te^daychanged is^to issued^{Open Text pursuant to Techaologies Section Irdia23(1)} of the said Act."

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Learned counsel^{for thepetitioner submits that} in furtherance of^{said order, another order dated 06'05'2010} (Annexure P.5)^{was issuedby Department of Commerce' State of} Andhra Pradesh.^{Thus, the name of previous Company stood} changed as^{M/s.Open Text TechnologiesPvt' Ltd'' A show-cause} noticedated22.|o,2o2lwasissuedrelatingtotheperiod 20|6-2017aItd'2o|7.2o18(uptoJune,2o|7|.Thepetitioner 20.ll.2O2I^arrd filed his^{rePly to the saidnoticeon} apprised^the DePa-rtment^that the PetitionerCompanY^{was earlier knownas} M/s.Vignette^Software Development^{IndiaPrivate Ltd'Thus' the show-causenotice} issued^{to the said Companycannotbe pressed into servicefor the} In addition,^the Petitloner^{took variousother} present company legal^{groundsincluding the groundthat the petitioner falls within} It is^{requested to dropthe} the Speciat^{EconomicZone lS'E'Zl'} proceedings.

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)

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After hearing the petitioner, the impugned O.I. O. dated 24.03.2023 was passed.

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Criticizing the said O.I.O., learned counsel for the petitioner submits that the Iindings given in the said order are erroneous in nature. The petitioner_Company being a unit in the S.E. Zone is exempted from payment of tax. Reliance is placed on certain provisions of the Special Economic Zones Act, 2OOS (for short "the Act 2OOS"I. Apart from this, it is urged that the principal reason for not accepting the change of name of the Company is that the Assessee failed to furnish the original documents (such as original certificate issued by the Registrar of Companies) in support of their contention that the name of Unit is changed. It is submitted that if petitioner would have been directed to produce the same, the petitioner certainly would have produced the same. There was no reason to disbelieve the photo/true copy of change of fresh certilicate of incorporation consequent upon the change of name dated 22.O4.2O1O.

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Learned Senior Standing Counsel for Income Tax Department supported the impugned order and urge that the show-cause notice was issued on the basis of the Income Tax Return for the year 2016-2017, which was filed by M/s.Vignette

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-'\

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Software Development India Private^{Ltd.,.The petitionerhas not} chosen to deal with this aspect^{rvhile hling the reply to the show-} cause notice. The petitioner has^{statutoryremedy of appealand} can avail the same. Lastly, it^{is pointed out by learnedSenior} Standing Counsel for^{IncomeTax Departmentthat para No'20 of} the impugned order^{shows that there are two different registration} numbers and the^{petitioner has not furnished any explanationfor} thesameinthereplytotheshow-causenotice.Thepetitioner was given an opportunity^{to file originalcertificateregarding} change of name^{of ComPanY.}

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B The parties^{confinedtheir argument to the extent indicated} above.

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9 We have heard^{the parties at length and perusedthe record'} 10. When the^{petitioner received ashow-cause notice'} dated 22.IO.2O21,^{itsubmitted reply dated 20'11'2021' In the} initial^{paragraphsitself, the petitionerpointedout that the name} of Vignettee Software^{DevelopmentIndia Pvt'' Ltd'' changedas} M/s.Open Text^{TechnologiesPvt' Ltd' It is also mentioned that it} is functioning in Special^{EconomicZone unit in Raheza Mindspace} Park, Hyderabad.^{ln para No'21of the impugned order' the stand}

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of the petitioner rega-rding change ol name ol Company is not accepted mainly on the ground that original certificate issued by Registrar of Companies was not produced by the petitioner. I 1. A plain reading of para 20 of the impugned order shou,s that the petitioner submitted copy of relevalt certificate issued by the competent authoritv short,ing the change of name of the company. The said certificate is disbelieved by holding that certifred copv of the same {,as not filed. No attempts were made to get the genuineness of the certificate verified from issuing authorit]' i.e. the office of the Registrar. No reasons are assigned as to $'hv true/photocopl' of certificate is to be disbelieved. Simiiarll', there is no iota of discussion whether the petitioner deserves an-\r exemption for functioning in SEZ. These reievant aspects are required to be looked into.

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Considering the aforesaid, we deem it proper to set aside the O.l.O. dated 24.03.2023, and remit the matter back to the same authority. The petitioner shall file his additionai reply within fifteen days and produce true copy/certified copy of certificate issued by the Registrar of Companies regarding the change of name before such authorit],. It will be open for the petitioner to make necessary pleadings in additionai reply regarding two

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different^{registrationnumbers as mentioned in paragraph No'20 of} the impugned^{order' The competent authority shall give personal} hearing^{to thepetitionerand pass a fresh O'I O'} in accordance^{with law'}

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With^{aforesaidand without expressing any opinion on the} merits^{of the case,the Writ Petitionis disposed of'No orderas} to costs

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Miscellaneous Petitions^{Pending'if anY, shall stand closed}

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SD/-^T , JAYA EE REGIS RAR ASSISTANT

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I/TRUE^COPY, SECTION^{OFFICE R}

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To,

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^iffi-#rtr{i**it'X'l'gts"::3t+''6'\l'1i[:l'1'1''i' Madhapur^{sEZ 603 cvberrowers' Hitec citv'}

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Dnil"rlfl:En:lt :3[il:''""er'

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One^{CC to Ms Swathilvlenon P Advocate ICPUCI}

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One^{CC to Sri K lUamata' SC for lnco'^o:Tax D:partrnenlioPucl} B Two^{CD CoPias}

TJ GJP

0k[

HIGH COURT

DATED:21 tO1t2)2s

ORDER

WP.No.20018 of 2023

t r $ 14 { (
(
') 2 7 F LE Dn 2r)15
t t
PA.T

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DISPOSING^{OF THE WRIT PETITION}

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WITHOUT^COSTS

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6t-

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M/s. Open Text Technologies Pvt. Ltd. v. The Commissioner

Case brief

What is this about?

What did the court decide?

M/s. Open Text Technologies Pvt. Ltd. v. The Commissioner

Case brief

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What did the court decide?

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