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2015 (3) TMI 756 - ITAT DELHI

2015 (3) TMI 756 - ITAT DELHI - TMI - Initiation of reassessment proceedings - transfer of exclusive distribution rights of AC and water cooler was credited by assessee to the capital reserve A/c and was not treated as income for the year - change of opinion - Held that:- Once the Hon’ble High Court in assessee's own case [2012 (9) TMI 767 - DELHI HIGH COURT] has considered and held it to be not a case of deemed formation of opinion by the AO during the course of original assessment proceedi .....

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he one that has been canvassed by their Lordships in the FB judgment. We, therefore, refuse to accept the contention advanced by the ld.AR on this issue.

Objection by the internal audit party - Held that:- The audit party suggested that this amount was chargeable under the head ‘Capital gains’ and noninclusion of this amount in the assessee’s total income resulted into the escapement of income to that extent. It shows that the AO was simply informed about a fact which had escaped his .....

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preted section 45(1) as not applicable to transfer of intangible asset, but the audit party interpreted this provision in a different manner from the way in which it was interpreted by the AO and then suggested that the amount ought to have been charged to tax. The instant case is fully covered by the judgment in the case of PVS Beedis Pvt. Ltd. (1997 (10) TMI 5 - SUPREME Court) read with the exception formulated by the Hon’ble Supreme Court in Indian & Eastern Newspapers Society (1979 (8) TMI 1 .....

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the present case, we find the requirement of the existence of some tangible material showing escapement of income, has been duly met with. It can be noticed from the factual matrix discussed above that it was only after the completion of original assessment that the audit objection was raised by the audit party on 10.02.2005, which led to the initiation of reassessment by recording such reasons on 30.05.2005. In an earlier para, we have held that the audit objection in the instant case is a vali .....

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e initiation of reassessment proceedings is not allowed. - Decided against assessee.

Taxability of transfer of exclusive distribution rights - Held that:- When we look at the Preamble part of the Agreement, it can be easily noticed that the assessee agreed to sell ‘the said business and the goodwill and other assets thereof.’ At this juncture, it is pertinent to mention that the assessee, apart from carrying on the business of airconditioners and water coolers, was also engaged in the .....

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one hand, but also `to represent itself as carrying on the business as successor to UAL’ (the assessee) and the goodwill earned by it over the period in its distribution network. That appears to be the reason for which Clause B in the preamble part of the Agreement mentions in unambiguous terms about the transfer of ‘the said business and the goodwill’. Similar position follows when we consider Clause 2 of the Agreement with the caption ‘Purchase of Assets’. Sub-clause (1) of this clause categor .....

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dwill’ merits acceptance nor the contention of the assessee that it was for the transfer of `Business’ is sustainable.

It has been noticed above that `Goodwill’ having Nil cost of acquisition was inserted in section 55(2) w.e.f. the assessment year 1995- 96 and the `Right to carry on any business’ having Nil cost of acquisition w.e.f. the assessment year 2003-04. There cannot be any retrospective operation of the latter insertion, as it casts a fresh and an additional tax liability. A .....

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me. The impugned order on this score is set aside and the matter is remitted to the AO for bifurcating the consideration for transfer of `Goodwill’ and for transfer of `Right to carry on business’ in some reasonable and justifiable manner. The part of the consideration relating to transfer of `Goodwill’ would attract taxability u/s 45(1) and the other part would escape the taxation net because of the absence of cost of acquisition and the resultant impossibility of computation of capital gain in .....

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remanded to the Tribunal for a fresh decision by the Hon ble Delhi High Court vide its judgment dated 03.07.2013 (hereinafter also called the Consequential judgment ) pursuant to majority decision in the Full bench judgment rendered in assessee s own case for this very year since reported as CIT vs. Usha International Ltd. (2012) 348 ITR 485 (Del) (FB) (hereinafter also called the FB judgment ). The Tribunal order (ITA No.1615/Del/2008) dated 30.04.2010, deciding the question of initiation of re .....

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tain expenses relating to exempt dividend income. Thereafter, the AO initiated reassessment proceedings by recording the reasons on 30.5.2005, which have been reproduced in para 7 of the original tribunal order, as under :- It is from the Notes of accounts that assessee has received a sum of ₹ 173 lakhs as consideration for the transfer of exclusive distribution rights of AC and water cooler. The amount was credited by assessee to the capital reserve A/c and was not treated as income for t .....

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report dated 10.2.2005, the relevant part of which is reproduced hereunder from para 8 of the original tribunal order:- U/s 45(1) of the Income Tax Act, 1961 any profit of gains arising from the transfer of a capital asset effected in the previous year, shall be chargeable to income tax under the head Capital gains and shall be deemed to be the income of the previous year in which transfer took place. Further sec. 2(14) defines a capital asset as property of any kind held by the assessee. This .....

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and was not treated by the assessee as income for the year. This amount was chargeable under the head capital gains, being transfer of distribution rights. Non inclusion of this amount in assessee s total income has resulted in income amounting to ₹ 173 lakhs escaping assessment with consequent short levy of tax by ₹ 39,09,800/- @ 20%+13% SC- being tax on capital gains). Reply to above audit memo may please be furnished. 4. The assessee unsuccessfully challenged the initiation of re .....

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7 as approved by the Hon ble Supreme Court in CIT vs. Kelvinator of India (2010) 320 ITR 561 (SC), the Tribunal held that the factum of no inquiry having been conducted by the AO during the course of original assessment proceedings on the impugned receipt of ₹ 173 lakh, was not a valid ground to initiate the re-assessment. As such, the assessment order flowing out of such invalid initiation of reassessment was quashed and set aside. 5. The Revenue challenged this decision of the Tribunal b .....

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Hon ble High Court vide the Consequential judgment, while answering the question of law in favour of the Revenue, remitted the matter to the Tribunal for considering the submissions made by the assessee relying on para 39 of the FB judgment and also giving liberty to the assessee to challenge the validity of re-assessment proceedings or re-assessment order on merits. Before closing the judgment, their Lordships rejected the assessee s contention in para 16 of the Consequential judgment that the .....

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oad objections were taken by the ld. AR against the initiation of reassessment, viz., i) It is a case of change of opinion; ii) Objection by the internal audit party cannot justify initiation of reassessment proceedings; and iii) There was no tangible material to justify the initiation reassessment. We will espouse these objections, one by one. I. Change of opinion 7.1. The ld. AR s first objection was to the effect that having examined all the relevant aspects of the assessment during the cours .....

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hich was credited to the Capital Reserve Account. He submitted that Note no. 9, immediately above Note No.10, was specifically considered by the AO during the course of original assessment proceedings. Our attention was drawn towards a questionnaire issued by the AO inquiring about Note no. 9 to the Schedule 10. Since Notes on Accounts were examined by the AO, the ld. AR argued that the presumption should be drawn that the AO did take into consideration the contents of Note no. 10, which later o .....

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nt proceedings. 7.2. We do not approve the arguments raised on behalf of the assessee on this issue. There is hardly any need to accentuate that when the Hon ble jurisdictional High Court has already considered and decided this very aspect of the matter against the assessee by holding that it was not a case of change of opinion, we, being a lower court in hierarchy, cannot permit the ld. AR to reargue the same thing once again before us in an attempt to persuade us for taking a different view fr .....

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cannot be deemed formation of opinion, even when the particular subject matter, entry or claim/deduction is not examined. Again, in para 25 of the FB judgment, their Lordships observed that: Thus, if a subject matter, entry or claim/deduction is not examined by an Assessing Officer, it cannot be presumed that he must have examined the claim/deduction or entry and, therefore, it is the case of change of opinion . When at the first instance, in the original assessment proceedings, no opinion is fo .....

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ion that in the absence of specific examination of this aspect, the AO should be deemed to have examined the same. In view of the fact that the Hon ble High Court has held in assessee s own case for the extant year that it was a case of no formation of opinion in the original assessment proceedings and the initiation of re-assessment proceedings could not be held as a case of change of opinion, we are unable to reappreciate the similar contention, which has already been considered and rejected b .....

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ow, their Lordships explained in para 27 that the question whether or not the AO had applied his mind and examined the subject matter, claim, etc., depends upon the factual matrix of each case and the AO can examine a claim or subject matter even without raising a written query. It observed that there can be cases when an aspect or question is too apparent or obvious to hold that the AO did not examine a particular subject matter, claim, etc. Then in para 39 of the FB judgment, it was explained .....

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applied his mind to a particular claim even when there is no discussion in the assessment order. Such an exception has been carved out in respect of aspects or questions which are too apparent or obvious . The ld. AR contended that point in dispute was an obvious and apparent case of application of mind by the AO. He stressed that firstly, the asset transferred, being the carrying on business, was albeit a capital asset, but did not have any cost of acquisition and hence not liable to tax under .....

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which are too apparent and obvious , meaning thereby, trivial issues or prima facie acceptable points not requiring any deep examination. If, however, there is a need to examine a particular issue which is not prima facie acceptable, but the AO fails to examine the same during the course of assessment proceedings and later developments warrant its examination, it would not fall within the domain of change of opinion at the time of initiation of reassessment. When we read the FB judgment in a hol .....

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the assessee s contention to be a case of a mere change of opinion. The observations made in paras 27 and 39 about the presumption of examination by the AO in respect of an obvious and self-evident matter are exception to the assessee s case inasmuch as their Lordships have categorically held that it was not a case in which the AO could be presumed to have examined the subject matter. Once the Hon ble High Court has considered and held it to be not a case of deemed formation of opinion by the AO .....

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n turn, would mean taking a contrary view from the one that has been canvassed by their Lordships in the FB judgment. We, therefore, refuse to accept the contention advanced by the ld.AR on this issue. II. Objection by the internal audit party 8.1. The next argument taken by the ld. AR was that the initiation of reassessment proceedings on the strength of audit objection could not be validated. He relied on Indian & Eastern Newspaper Society vs. CIT (1979) 119 ITR 996 (SC) and CIT vs. Lucas .....

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ich was overlooked by the AO in the assessment. The ld. AR submitted that it was in the backdrop of such facts that the Hon ble Supreme Court upheld the initiation of reassessment proceedings. 8.2. In view of the above judgments of the Hon ble Summit Court on the point, we need to examine as to whether the assessee s case falls within the ratio laid down in PVS Beedis Pvt. Ltd. (supra) or in Indian and Eastern Newspapers Society and Lucas TVS Ltd. (supra) 8.3. In the case of Indian and Eastern N .....

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dings. Similar is the position in the case of Lucas TVS Ltd. (supra). In that case, the original assessment was completed by allowing deduction for a sum of ₹ 6,37,003/- u/s 37(2) of the Act. The audit party pointed out that only a sum of ₹ 2,95,131/- was incurred during the year and the balance amount related to earlier years and hence could not be allowed. The AO in the assessment made u/s 147, restricted the claim of deduction to ₹ 2,95,135/-. It is on the basis of such fact .....

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owed u/s 80G. The Hon ble Apex Court upheld the initiation of re-assessment proceedings on the basis of factual error pointed out by internal audit party. 8.4. The logic in not sustaining the initiation of reassessment on the basis of interpretation of law by the audit party is that the internal auditor cannot be allowed to perform functions of judicial supervision over the Income-tax authorities by suggesting to the Assessing Officer about how a provision should be interpreted and whether the i .....

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In such circumstances, the initiation of reassessment based on the substituted interpretation of a provision by the internal audit party, cannot be sustained. It has been categorically held by the Hon ble Supreme Court in Indian & Eastern Newspaper Society (supra) that the internal audit party of the IT Department performs essentially administrative or executive functions and cannot be attributed the powers of judicial supervision over the quasi-judicial acts of IT authorities. The IT Act do .....

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so pronounce on the law, it nevertheless may draw the attention of the ITO to it. Law is one thing, and its communication another. If the distinction between the source of the law and the communicator of the law is carefully maintained, the confusion which often results in applying s. 147(b) may be avoided. While the law may be enacted or laid down only by a person or body with authority in that behalf, the knowledge or awareness of the law may be communicated by anyone. No authority is require .....

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made a distinction between the interpretation of the law and bringing to the attention of the ITO the relevant provision of law and if the audit party interpreted the law, then the report by the audit party cannot be regarded as "information" for the purpose of reopening an assessment under s. 147(b) of the Act. However, if the audit party has merely drawn the attention of the ITO to the existence of the law, the opinion of the audit party would be regarded as information and the Supre .....

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nt, was set aside. 8.5. It is discernible from a close look at the above three judgments rendered by the Hon ble Apex Court that where the audit party interprets the provision of law in a manner contrary to what the AO had done, it does not lay down a valid bedrock for the initiation of re-assessment proceedings. If however, the audit party does not offer its own interpretation to the provisions and simply communicates the existence of law to the AO or any other factual inaccuracy, then the init .....

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approved by the Hon ble Supreme Court as a good ground to initiate a valid re-assessment. Similarly, in the case of Lucas TVS Ltd. (supra), the AO allowed deduction u/s 35(2) for the amounts spent in this year as well as the earlier years and the internal audit party opined that only the amount spent during the year was allowable as deduction u/s 35(2). It is obvious that in both these cases, the AO s opinion on the interpretation of the relevant provision was overruled by the internal audit pa .....

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n Indian and Eastern Newspapers Society (supra) having held that the interpretation of the internal audit party on a point of law does not constitute information u/s 147, drew a line of distinction between the cases of interpretation of law and communication of existence of law. If the audit party merely draws the attention of the AO to the existence of law, the opinion of the audit party can be regarded as information leading to a valid initiation of reassessment. In a nutshell, whereas the ini .....

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cer as per his report dated 10.2.2005. A close look at such objection divulges that the first para is a communication of the existence of law about the chargeability of capital gain in respect of intangible assets, without any reference to the facts of the instant case. In the second para, the audit party pointed out that the assessee received a sum of ₹ 173 lac as consideration for the transfer of exclusive distribution rights on air conditioner and water cooler which was credited to Capi .....

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xclusive distribution rights which was received but not taken to the Profit & Loss Account. It was conveyed that such amount is chargeable to tax u/s 45(1) of the Act which is nothing, but, communication of law to the AO. We are not confronted with a situation in which the AO, after due consideration of the matter in the original assessment proceedings, interpreted section 45(1) as not applicable to transfer of intangible asset, but the audit party interpreted this provision in a different m .....

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by jettisoned. It is, therefore, held that the audit objection in the instant case constituted an information about the escapement of income to the AO, thereby justifying the initiation of reassessment. III. No tangible material to justify initiation reassessment 9.1. Relying on the judgment of the Hon ble Summit Court in Kelvinator of India (supra), the ld. AR contended that no reassessment can be taken up in the absence of any tangible material in the hands of the AO showing escapement of inco .....

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reopen, provided there is a "tangible material" for coming to the conclusion that some income escaped assessment. We respectfully bow before this ratio decidendi as the logic is simple that only the existence of some tangible material would oust the case of change of opinion. 9.3. However, in the facts and circumstances of the present case, we find the requirement of the existence of some tangible material showing escapement of income, has been duly met with. It can be noticed from the .....

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ction, came into existence after the completion of the original assessment and led to the initiation of reassessment, we hold this report of the internal audit party, formed a valid foundation for the initiation of reassessment proceedings, thereby pushing the case outside the ambit of change of opinion . 10. In view of the foregoing discussion, we hold that all the objections taken by the ld. AR against the initiation of reassessment are legally unsustainable. These deserve to be and are hereby .....

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on for the transfer of exclusive distribution rights of Air-conditioner and Water Cooler has been credited to Capital Reserve Account and out of the consideration of ₹ 27 lacs for the transfer of Assets, a sum of ₹ 13.32 lacs has been credited to respective Assets Account and the balance ₹ 14.68 lacs to Profit and Loss Account. 12. The factual matrix leading to the above note is that assessee company, which is engaged in the business of consumer durables, such as, sewing machin .....

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lled upon to explain this position, the assessee stated that no cost was incurred to acquire such exclusive distribution rights which was in the nature of intangible asset and hence incapable of valuation. In the absence of any provision to compute the cost of acquisition of such rights/intangible assets, the assessee contended that the amount received against its transfer could not be charged to tax as income under section 45 of the Act. The AO refused to accept such contention by holding that .....

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ransfer of exclusive distribution right , but in reality, it was nothing but the transfer of Goodwill in favour of Daikin. Invoking the provisions of section 55(2)(a)(ii), the AO held that the cost of acquisition of Goodwill was Nil and hence the entire amount was chargeable under the head Capital gains . The ld. CIT(A) noticed that the Agreement clearly depicted that the assessee transferred ongoing business of the exclusive distribution rights of air-conditioners and water coolers which result .....

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We have heard the rival submissions and perused the relevant material on record. The ld. AR contended that the amount of ₹ 1.73 crore cannot be charged to tax as it is in the nature of a capital receipt arising from the transfer of a source of income. Elaborating further, he stated that the assessee, apart from selling air conditioners and water coolers, was also engaged in the business of manufacturing and selling of sewing machines, air fans, etc. It was submitted that under the Agreemen .....

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the Hon ble jurisdictional High Court in the case of Khanna And Annadhanam vs. CIT (2013) 351 ITR 110 (Del). 14. There can be no dispute on the proposition that if there is a receipt arising from the loss of a source of income, rather than the loss of a particular income, then, it cannot be charged to tax. However, this rule is not without exclusion. The exception is that such a capital receipt should not be otherwise chargeable to tax under some other specific provisions of the Act or should no .....

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he Act. But for these two types of categories, a capital receipt is not chargeable to tax to be governed by the ratio laid down in these two judgments cited by the ld. AR. The above referred second category needs a little more elaboration. The position is that if an amount is received by an assessee on transfer of a capital asset, which is otherwise not chargeable to tax u/s 45 due to one reason or the other, then it would not magnetize taxation. If, however, the receipt is on account of transfe .....

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o have always included any rights in or in relation to an Indian company, including rights of management or control or any other rights whatsoever. 16. An examination of the Explanation divulges that rights of management or control or any other rights whatsoever fall within the definition of capital asset with retrospective effect from 1.4.1962 and resultantly their transfer would attract chargeability under the head Capital gains , subject to the fulfillment of the prescription of the provision .....

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of the asset and the cost of any improvement shall be deducted from the full value of the consideration received or accruing as a result of the transfer of the capital asset. The Hon ble Supreme Court in CIT vs. B.C. Srinivasa Shetty (1981)128 ITR 294 (SC), considered a case in which the assessee transferred its goodwill for a consideration. Since the goodwill did not have any cost of acquisition, the Hon ble Supreme Court held that the provisions of section 45(1) would fail due to the impossib .....

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ase price. With the insertion of this provision, the ratio laid down in B.C. Srinivasa Shetty (supra) to this extent has became inapplicable to the transfer of a capital asset in the nature of goodwill or tenancy rights or stage carriage permits or looms hours because of the provision mandating that the cost of acquisition of such assets shall be taken at Nil. The net result of this amendment to section 55(2) is that where a capital asset in the nature of goodwill or tenancy rights or stage carr .....

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further expanded by the insertion of a trade mark or brand name associated with a business by the Finance Act, 2001 w.e.f. 1.4.2002. The Finance Act, 2002 still further increased the ambit of such capital assets with Nil cost of acquisition by introducing a right to carry on any business w.e.f. 1.4.2003. With the inclusion of afore stated capital assets in section 55(2), the chargeability to tax of the profit on their transfer under the head Capital gains has become mandatory despite there bein .....

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ital assets which are in the nature of source of income, such as, a right to manufacture, produce or process any article or thing or right to carry on any business. While computing the capital gain on the transfer of such capital assets, their cost of acquisition, unless any purchase price was paid at the time of their acquisition, is to be taken at Nil. The view canvassed on behalf of the assessee for sparing the axe of taxation in case of transfer of source of income for a consideration is cor .....

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was holding a managing agency, agreed to part with the same for some compensation. It was held that since the managing agency foregone was in the nature of a source of income, the compensation so received should constitute a capital receipt for loss of source of income and hence not liable for tax. Similar is the position in the case of Khanna And Annadhanam (supra). In that case, the assessee, a CA firm was representing DHS for a long period of 13 years. By virtue of an agreement, the assessee .....

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n the case of Khanna And Annadhanam (supra) it is 1997-98, when none of the capital assets in the nature of income producing source was covered within the ambit of section 55(2) of the Act. The ratio decidendi laid down in Kettlewell Bullen & Co. Ltd. (supra) and Khanna And Annadhanam (supra) would squarely apply only to such cases of transfer of a source of income for a consideration, which do not fall in the category of any of the capital assets specified in section 55(2). It cannot extend .....

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e will concentrate on ascertaining from the terms of the Business Purchase Agreement if the capital asset transferred is in the nature of Goodwill or Right to carry on business ? The Agreement is between the assessee carrying on the business, inter alia, of exclusive distribution of air-conditioners and water coolers manufactured by Siel Aircon Ltd. (SAL) on one hand and Daikin Shriram Airconditioning Private Limited, on the other, which is a joint venture between Daikin Industries Ltd. and Siel .....

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. As per this agreement, the assessee was appointed as a Distributor for the products, including but not restricting to Air conditioners and water coolers manufactured by SAL. Clause 1 of this agreement provides that it is on principal to principal basis and is for the territory of entire world including India. The assessee was obliged under this agreement to purchase the products from SAL and was also required to offer after-sales services. Though the tenure of this agreement has been mentioned .....

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h has also been placed on record. As per this agreement, SAL transferred its Manufacturing business to Daikin for a sum of ₹ 10.93 crore. Thus the sequence of events is that whereas the ACs and water coolers which were earlier manufactured by SAL under the brand name of Shriram and sold through the assessee stood transferred by SAL as well as the assessee to Daikin, which eventually acquired the hitherto manufacturing rights from SAL and distribution rights from the assessee. We again come .....

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ed pursuant to the Agreement has been defined in Clause 1.1 to mean: The whole of the business in respect of the distribution, export, import, assembly, installation, repair, maintenance and service of Products carried on by UIL (i.e., the assessee) . The expression Products has been defined to mean: Airconditioners and water coolers. Clause 2 of the Agreement mandates that the assessee shall sell and JVC shall purchase, on the Completion Date, the Business as a going concern with all associated .....

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) Sales Advanced from dealers; and (iii) the amount of unexpired warranty obligation. Consideration of ₹ 1.73 crore is for the transfer of Exclusive Business Right which has been defined in the definition clause as under:- Exclusive Business Right means that exclusive right of JVC to represent itself as carrying on the Business as successor to UIL including: (a) all records of the Business including records of suppliers and customers; (b) the benefit of the Current Orders; (c) the benefit .....

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7; 27 lac for transfer of assets. Out of such sum of ₹ 27 lac for transfer of assets, the assessee transferred a sum of ₹ 13.32 lac to the respective assets accounts and the balance amount of ₹ 14.68 lac was credited to the Profit & Loss Account. 21. In the present appeal, we are concerned only with the treatment of ₹ 1.73 crore, received as a consideration for the transfer of exclusive business right of air conditioner and water cooler business, claimed by the assess .....

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ll related intangible assets , such as, institutional goodwill, professional practice goodwill, personal goodwill of professional, celebrity goodwill, general business going concern value. The above references simply show that the term Goodwill has not been directly and properly defined in the Act except pointing out that is an intangible asset . As such, we need to dive deep to pull out the true connotation of this term. The Hon ble Supreme Court in CIT vs. B.C.Srinivasa Setty (1981) 128 ITR 29 .....

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e of the owners, the nature and character of the business, its name and reputation, its location, its impact on the contemporary market, the prevailing socio-economic ecology, introduction to old customers and agreed absence of competition. …. It comes silently into the world, unheralded and unproclaimed and its impact may not be visibly felt for an undefined period . The Oxford Dictionary of Law 5th edition (2003) defines Goodwill as : The advantage arising from the reputation and trade .....

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ts patents, its trademarks, quality of its products etc. etc. To put it simply, goodwill is a subjective thing reflecting the credibility of an enterprise. Each of the above factors along with a host of others, which albeit contribute to the making of goodwill, but cannot independently be construed as goodwill in themselves. For example, if an enterprise transfers its trade mark, though such trade mark helps in the creation of goodwill, but we cannot say that the enterprise has transferred its g .....

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pires that JVC, for the stated consideration, got an exclusive right: to represent itself as carrying on the business as successor to the UAL including items listed under clauses (a) to (d). The first three items from (a) to (c) are: all records of the Business including records of suppliers and customers; the benefit of the Current Orders; and the benefit of all bids and proposals that have been made by UAL to customers. These items obviously fall in the category of transfer of Right to carry o .....

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business of fans and sewing machines, the assessee, in fact, transferred to Daikin a part of its goodwill earned over the period with such distributors. When we consider the definition of Exclusive Business Right in a holistic manner, it transpires that the assessee not only transferred records and benefit of orders and bids to JVC on one hand, but also to represent itself as carrying on the business as successor to UAL (the assessee) and the goodwill earned by it over the period in its distrib .....

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utshell, the Agreement amply demonstrates that the assessee not only transferred its Business to Daikin, but also the Goodwill and the consideration of ₹ 1.73 crore is for both of such capital assets. Ex consequenti, neither the view point of the authorities below that the entire consideration was for the transfer of Goodwill merits acceptance nor the contention of the assessee that it was for the transfer of Business is sustainable. 24. It has been noticed above that Goodwill having Nil c .....

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