TMI Blog2020 (7) TMI 604X X X X Extracts X X X X X X X X Extracts X X X X ..... y the assessee does not constitute slump sale as per Section 2(42C) of the Act and hence provisions of Section 50B will not be applicable. The same grounds have been repeated, but not in the same format, but by adopting a different style. Substantial question of law framed for consideration in this appeal undoubtedly are mixed questions of fact and law. The question of remanding the matter to the Tribunal for fresh consideration would not arise for the simple reason that the fact that the individual assets were separately valued as recorded by the CIT(A) was never disputed by the Revenue before the Tribunal. Therefore, on such admitted facts, if we examine the finding of the Tribunal, more particularly, in paragraph 13 of the order, we find that the same calls for interference. As decided in Artex Manufacturing Company [1997 (7) TMI 7 - SUPREME COURT ] value of the plant, machinery and dead stock though not mentioned in the agreement, but information was furnished by the assessee before the Income Tax Officer from which it became evident that the plant, machinery and dead stock were separately valued and therefore, it was held that it is not a case in which it cannot be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Nature of Assets Rs. in Lakhs Furniture Fixtures 34.00 Plant Machinery 4340.99 Land 300.00 Building 425.00 Patent 0.01 Net Current Assets 454.18 Total 5554.18 4. The Assessing Officer issued show cause notice calling upon the assessee as to why the sale should not be treated as slump Sale and the profits arising out of such sale should not be treated as 'Capital Gains' under Section 50B of the Act. The assessee was called upon to furnish in the case of depreciable assets, the written down value, (WDV) of the block of assets determined in accordance with the provisions of the Act. The assessee replied stating that the sale is not a 'slump sale' by referring to the various clauses in the agreement, enclosed a copy of the sale bill dated 08.02.2007, wherein the amounts were mentioned as referred above. The assessee also pointed out as to the oblig ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lump sum consideration. In other words, the consideration of ₹ 55.54 Crores was towards the following items as set out in the agreement. Particulars Amount (Rs. in Lacs) Furniture Fixtures 34.00 Plant Machinery 4340.99 Land 300.00 Building 425.00 Patent 0.01 Net Current Assets 454.18 Total 5554.18 (c) In terms of Clause 5.2(h) of the Business Purchase Agreement dated February 07, 2007, the Seller (i.e. Appellant) needs to deliver the Sale Bill covering all the Assets other than the freehold property to the buyer (i.e. M/s.Actavis Pharma Manufacturing Private Limited). Accordingly, the Appellant issued Sale Bill dated 08.02.2007, under reference INV NO/MISC/001. (Copy of the Sale Bill enclosed as Annexure-I). In this bill, the Sale Value assigned to various assets are as under: Net Current Assets - 3,00,00,000* ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Plant and Machinery - 43,40,99,000 Total - 46,75,00,000 * Subject to the Adjustment to be made as per clause 3.1 of Business Transfer Agreement. (The above document was provided to me as Annexure 5 to paper book presented during the course of hearing). 6.1.16. Further in terms of Clause 5.2(c) of the BTA dated February 07, 2007, the Seller (ie the Appellant) needs to execute the Sale Deed in the agreed form for assignment of patents. The form was provided as Annexure 11, to the agreement and this contained value of patents also. (This document was provided to me as Annexure 6 to paper book during the course of hearing). 6.1.17. Further as per Clause 5.2(c) of the BTA dated February 07, 2007, the Seller (ie Appellant) need to execute in favour of the Buyer, Sale Deed for the Conveyance, Assignment to Transfer of Freehold Property. The Value at which the Land and Building were transferred were: Rs. Land - 3,00,00,000 Building - 4,25,00,000 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erefore, the Revenue proceeded on a wrong footing, ignored the documents produced by the assessee both before the Assessing Officer as well as before the CIT(A) and continued to reiterate the stand that there is no separate value given for the individual assets in the agreement. The assessee pointed out that the CIT(A) has recorded a factual finding as to how the individual assets have been valued. Unfortunately, the Tribunal did not undertake any exercise to examine the correctness of the contentions raised by the assessee, in fact, the Tribunal ought to have noted that the Revenue never disputed the facts which were recorded by the CIT(A) showing that the individual assets were separately valued, though not specified in the agreement for sale. 9. It is the argument of Mr.J.Narayanaswami, the learned Senior Standing Counsel that if the Tribunal had failed to do so then, it is a fact finding exercise and at best, the matter needs to be remanded for a fresh exercise. 10. In our considered view, the substantials question of law framed for consideration in this appeal undoubtedly are mixed questions of fact and law. If there is a perversity in the approach of the authorities or ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
