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2022 (12) TMI 950 - AAR - GSTLevy of GST - transfer of mobile application software - whether the impugned transfer of part of the applicant's business related to “LoanFront” App qualifies to be a service by way of transfer of going concern and thereby exempted or not in terms of N/N. 12/2017? - HELD THAT:- The seller, engaged in the business of providing various services to the financial institutions such as Banks & NBFCs, has decided to sell its business (defined in the agreement) to the buyer (a NBFC registered with RBI) on a slump sale basis. Clause 1.1(c) read with Annexure I to the agreement defines the “Assests” to mean the mobile application called “LoanFront” which includes all the related software developed for its functionality such as Domain name, LMS software, Backend API, Websites, Analytical tools and Dashboards etc., and Business Intelligence / IP related to LoanFront application. Further clause 1.1 (k) defines the liabilities to include the Gratuity of the Employees of Rs.6,90,726/-. The statement of facts conveys that the transfer of business pertains to “LoanFront” app sought to be sold is a fully functional part of the business and the transaction contemplates the transfer of the entire aforesaid business to a new person (WPL), who would not only enjoy a right over the assets but shall also take over the liabilities. It thus postulates that there will be a continuity of business, as the said part of business is said to be functional and is decided to be transferred as a whole to a new owner, and thus amounts to transfer of a going concern, of the said independent part of the business. Further vide SI.No 2 of the Notification No. 12/2017 Central Tax (Rate) dated 28.06.2017, the said activity amounting to 'Services by way of transfer of a going concern, as a whole or an independent part thereof attracts 'Nil' rate of tax without any conditions.
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