TMI Blog2022 (1) TMI 1197X X X X Extracts X X X X X X X X Extracts X X X X ..... s void being contrary to the provisions of section 297 of the Companies Act, 1956. Therefore, under the peculiarity of the facts where the legality and validity of Agreement was under challenge, we do not see any infirmity into the order of Ld. CIT(A) to the extent it is held that the transfer of shares cannot be subjected to capital gain tax in the year under consideration on the ground that the entire transaction has not fructified - Decided against revenue. - ITA Nos. 4745/Del/2012 & 4952/Del/2013 - - - Dated:- 19-1-2022 - G.S. Pannu, President and Kul Bharat, Member (J) For the Appellant : Satpal Gulati, CIT-DR For the Respondents : Salil Agarwal, Sr. Adv. and Shailesh Gupta, Adv. ORDER Per Kul Bharat, JM Both appeals filed by the Revenue for the assessment year 2009-10 are directed against the order of learned CIT(A), Meerut, both dated 04.06.2012. For brevity, both these appeals are taken up together and are being disposed off by way of the consolidated order. 2. First we take up Revenue's appeal in ITA No. 4745/Del/2012 pertaining to Assessment Year 2009-10. The Revenue has raised following grounds of appeal:- 1. That Ld. CIT(A) has erre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olding B.Y. Ys. UOI. 8. That the order of Ld. CIT(A) deserves to be vacated and the assessment order passed by the Assessing Officer be restore. 9. That the appellant craves leave to amend any one or more of the grounds of the appeal as stated above and when need for doing so may arise. FACTS:- 2. The facts giving rise to the present case of the assessee are that the assessee is an individual and filed his return of income for the year under consideration on 28.07.2009 declaring total income of ₹ 48,07,446/- which was subsequently revised vide income tax return dated 31.03.2011 declaring the same income. Subsequently, the case of the assessee was selected for scrutiny assessment as per the CBDT Guidelines. By framing the assessment u/s. 143(3) of the Income tax Act, 1961 ( the Act ), the Assessing Officer ( AO ) observed that in the foot note, a chart of computation was furnished alongwith revised return of income wherein, the assessee had stated that during the year, the assessee had received a sum of ₹ 40 crores from ILFS on account of shares of ATS Estate (P.) Ltd. taken by M/s. IL FS Trust Company Ltd. and IIRF Holding XV Limited., conditionally ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ground in this appeal is whether Ld. CIT(A) is in error in holding that the capital gain arising out of transfer of shares in question cannot be taxed in the year under appeal. 6. Ld. CIT DR vehemently argued that Ld. CIT(A) was not justified in holding that no taxable event arose in the year under appeal. Ld. CIT DR also filed a written submission, for the sake of clarity same is reproduced hereunder:- 1. In this case, Mr. Getamber Anand (GAL Mr. Ashwani Talwar (AT) and Mr. Anil Saha(AKS) (the assessee) were the promoters of ATS group companies. Mr. Anil Saha disengaged himself from the ATS group from 23.09.2007. This disengagement process involved following documentation;- I. MOU dated 03.03.2008 between Mr. Getamber Anand, Mr. Ashwani Talwar and Mr. Anil Saha(the assessee)- * MOU provides for exit of Mr. AKS from the ATS Group companies after taking net realized amount of ₹ 150 Crore. MOU deals with the methodology for realization of such amount by Mr. AKS. * The Methodology provide that as a first step, GA AT (other promoters) would ensure transfer of holding of ATS infrastructure Ltd. to the extent of 3 crore shares in ATS Estates Pvt. Ltd. to A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansfer or any conditionality attached to transfer of shares. IV. Arbitration decision - 04.03.2017 V. High Court decision dated 06.04.2018 Para 14 of High Court decision- However, the MOU did not stipulate that transfer of shares of ATS Estate Pvt. Ltd. to the respondent would be contingent upon the investor (s) being located in advance . Para 15 - Obligation to process transfer of shares of ATS Estate Pvt. Ltd. to the Petitioner is Unqualified . Para 20- ... The Arbitral Tribunal noted that ATS Infrastructure Ltd. had transferred the first tranche of 90,00,000 shares of ATS Estate Pvt. Ltd. and none of the parties had challenged the said transaction. Para 21- .. the Contention that MOU is void the impugned award is unlistenable is unmerited. 2. Assessee position;- The assessee took a position that it is not a case of transfer under section 2(47) of the income tax act as the sale was conditional. 3. The issue involved is that whether the transfer of shares in this case does satisfy the provisions of section 2(47) of the act or not? Facts relevant to the issue under consideration- 4. The assessee received a sum of ₹ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rsonal use by the assessee or any member of his family dependent on him, but excludes- (a) jewellery; (b) archaeological collections; (c) drawings; (d) paintings; (e) sculptures; or (f) any work of art. Explanation I.-For the purposes of this sub-clause, jewellery includes- (a) ornaments made of gold, silver, platinum or any other precious metal or any alloy containing one or more of such precious metals, whether or not containing any precious or semi-precious stone, and whether or not worked or sewn into any wearing apparel; (b) precious or semi-precious stones, whether or not set in any furniture, utensil or other article or worked or sewn into any wearing apparel. Explanation 2.-For the purposes of this clause- (a) the expression Foreign Institutional Investor shall have the meaning assigned to it in clause (a) of the Explanation to section 115AD; (b) the expression securities shall have the meaning assigned to it in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (iii) agricultural land in India, not being land situate- (a) in any area which is comprised within t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g of the possession of any immovable property to be taken or retained in part performance of a contract of the nature referred to in section 53A of the Transfer of Property Act, 1882 (4 of 1882); or (vi) any transaction (whether by way of becoming a member of, or acquiring shares in, a co-operative society, company or other association of persons or by way of any agreement or any arrangement or in any other manner whatsoever) which has the effect of transferring, or enabling the enjoyment of, any immovable property. Explanation I.-For the purposes of sub-clauses (v) and (vi), immovable property shall have the same meaning as in clause (d) of section 269UA. Explanation 2.-For the removal of doubts, it is hereby clarified that transfer includes and shall be deemed to have always included disposing of or parting with an asset or any interest therein, or creating any interest in any asset in any manner whatsoever, directly or indirectly, absolutely or conditionally, voluntarily or involuntarily, by way of an agreement (whether entered into in India or outside India) or otherwise, notwithstanding that such transfer of rights has been characterised as being effected or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... error in holding that the transfer is not complete in the year under appeal and gain arising out transfer of shares can be subjected to tax. For the sake of effective adjudication, the relevant contents of the impugned order are reproduced as under:- 4.4. Decision and reasons therefore: I have carefully considered the submissions of the AIR and have perused the detailed reasoning given by the AO in the impugned order. I have also carefully gone through the agreements which the appellant executed alongwith the co-promoters of ATS Group. On due examination of the documents and evidences on record I find that prima facie there appears no dispute that during the F.Y. 2008-09, 90,66,183 equity shares of ATS Estates Pvt. Ltd. were transferred by the assessee in favour of IL FS Reality Fund and IIRF Holdings XIV Ltd. and pursuant thereto ₹ 40 crores were received from the transferees. Transfer of these shares was recorded in the statutory records of ATS Estates Pvt. Ltd. in May 2008 which indicated that due legal procedures were followed by the parties concerned for transfer of shares in favour of the transferees. On these facts the question which is to be adjudicated in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... established a real estate development business. In the course of carrying this business; the said promoters jointly promoted and incorporated 13 companies under different names for the purpose of carrying on real estate projects at different locations. The group of companies promoted by the said promoters came to be known as ATS Group of Companies . The word ATS was the abbreviated version of the first alphabet of the surnames of 3 individual promoters, ATS Infrastructure Pvt. Ltd. was the flagship company of the ATS group. The assessee being one of the principal promoter of ATS group was having 1/3rd controlling interest. Over the years when ATS group of companies were carrying on housing projects; certain issues arose between the promoters which prompted the assessee to agree to disassociate or disengage himself from the affairs of the ATS Group. Accordingly promoters of ATS Group executed an MoU on 03.03.2008 in which the terms and conditions regarding assessee's separation from ATS Group were agreed by and between the assessee and Shri Getambar Anand and Shri Ashwini Talwar. The two continuing promoters of ATS group agreed with the appellant that on assessee agreeing to di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2) Ashwini Talwar 3) Anil Kumar Saha (assessee herein) 4) ATS Infrastructure Ltd. 5) ATS Promoters Builders Pvt. Ltd. 6) ATS Estates Pvt. Ltd. 7) IL FS Realty Fund 8) IIRF Holdings XIV Ltd. The agreement dated 08.04.2008 was in relation to sale of 90,66,183 shares by Shri A.K. Saha (the assessee herein) to IL FS Realty Fund and IIRF Holdings XIV Ltd. at and for ₹ 40 crores. The sale of these shares was primarily out of the shares which the assessee purchased from ATS Infrastructure Ltd. under the agreement-dated 03.03.2008. The agreement dated 08.04.2008 besides providing the terms and conditions relating to transfer of 90,66,183 shares further provided that the rights and obligations of the parties to the said Agreement would also be governed by Share Subscription and the Share Holders Agreement, executed by the same set of parties earlier on 23.07.2007. From copies of the agreements it appeared that IL FS Realty Fund and IIRF Holdings XIV Ltd. were 2 real estate funds, of which former was registered in India and the latter in Mauritius. Both the funds were principally engaged in providing finance to housing and real estate development ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder agreement dated 23.07.2007 2 real estate funds directly subscribed to the equity capital of ATS Estates Pvt. Ltd. Under the latter agreement, however, the said 2 funds acquired additional shares of A TS Estates Pvt. Ltd. from the assessee and for which payment was received by the assessee. However purchase of shares in terms of the agreement dated 08.04.2008 was made subject to the same conditions and obligations with regard to its repurchase by the Promoters and Companies of ATS group. From' the combined reading of these agreements it appeared that the Promoters of ATS Group had put in place a complex web of arrangement for raising resources through companies belonging to the group. The shares of the group companies were used as under lying asset for raising funds to meet the fund requirements of the promoters individually as also for the companies undertaking project execution. Even though real estate funds purchased shares of ATS Estates Pvt. Ltd. from the assessee, yet the agreement dated 08.04.2008 showed that the shares were used only as underlying security to raise funds to meet promoters' obligations arising under the MoU dated 03.03.2008. Reading of agreemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the 2 continuing promoters would acquire controlling interest of the assessee in ATS group. Assessee's controlling interest in ATS group, in law, constituted a capital asset which the assessee could transfer for a consideration. This legal position has now become explicitly clear by the amendment introduced having retrospective effect by Finance Act 2012 in Sec 2(14) of the Act. In the present case the transactional documents on record as also the facts of the case indicated that the assessee was one of the principal promoters of ATS. The essence of the agreement dated 03.03.2008 was that the assessee was to relinquish or release his promoters controlling interest in ATS group at and for a consideration of ₹ 150 crores. The subject matter of transfer under the agreements dated 03.03.2008 and 08.04.2008 was not the shares simplicitor but the real subject matter of the transfer was assessee's controlling interest in ATS group. In order to achieve the transfer of assessee's controlling interest in favour of the remaining 2 promoters; a pre ordained scheme or arrangement was put in place at the behest of the continuing promoters; enabling them to raise funds, requir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stance and not from the form in which transaction is conducted. In determining the true tax effect regard should be had to the real object and substance of the transaction. In appropriate circumstances when apparent is not real and substance of the transaction appears to be different from the legal form given by the parties to the transaction then is such situation; form of the transaction can be overlooked or ignored. It is the duty of the taxing authority to ascertain and determine the true object of the transaction and for that purpose a taxing authority is entitled to ignore the form adopted by the parties or nomenclatures given by the parties to the transaction. One must analyze all the facts in an objective manner and then determine the true nature and character of the transaction having regard to real object for which the transaction is undertaken or carried out by the parties. It is necessary to determine the real object or the purpose which the parties wished to achieve and for which a commercial arrangement is put in place. In determining the true tax effect it is not the legal form of the transaction but true commercial considerations weighing with the parties that shoul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ity if these transactions on their own cannot be considered to be true and independent commercial transactions. The court held that the tax effect of such preordained transactions can be ignored and tax effect can be determined with reference to ultimate commercial transaction which is sought to be achieved by the preordained Scheme or arrangement put in place by the parties. The observations of Bombay High Court in the case of Vodafone International Holding BV vs. Union of India ( 311 ITR 46) are also relevant in this regard. In that case one share of a company registered in Cayman Island was transferred by one non resident to another non resident which had legal effect of transferring controlling interest of a company carrying telecommunication business in India. The underlying asset which contributed substantially to the value of one share of Cayman Island Company was telecommunication business carried by an Indian Company in India. It was claimed by the IT authorities that even though the transaction in question involved transfer of a share of a Cayman Island company, yet in reality it resulted in transfer of the controlling interest in a company in India and therefore income l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n and primary transaction contemplated by the MoU dated 03.03.2008. The transaction in question was subservient to the principal transaction contemplated by MoU dated 03.03.2008. Admittedly during the financial year ended 31.03.2009 the capital asset being assessee's controlling interest in ATS Group was not transferred by the assessee. It is true that under the agreement dated 03.03.2008 the assessee acquired right of specific performance against the co-promoters and it was also evidenced from facts - that with a view to give effect to the said object certain intermediate steps were carried out by the parties during F.Y. 2008-09. The facts on record however showed that even till date the transaction contemplated by the MoU dated 03.03.2008 was not consummated and attained finality. In fact the assessee till date has not relinquished his controlling interest in ATS group of companies. It further appeared from the facts on appeared from the facts on record that the entire arrangement evidenced by MoU dated 03.03.2008 remained unexecuted. In fact at present the matter is sub judice before the Company Law Board. In terms of the decision of the Company Law Board, the arrangements e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ; (ii) to procure a Row House built on 450 sq. meter plot having a covered area of 7355 sq. feet located in the same project; and (iii) to jointly and severally pay an amount of ₹ 16,46,00,000/- to the company alongwith the interest @ 12% per annum from the date of filing of the counter claims by the said company. This award was challenged before the Hon'ble Delhi High Court in O.M.P.(COMM) 258/2017 in the case titled as Getamber Anand Anr. vs Anil Kumar Saha . The Hon'ble Court decided the issue as under:- 9. It is apparent from the said recitals that the parties had jointly commenced the business as real estate developers and had incorporated several companies, which were mentioned in Schedule 1 of the MOU (hereafter referred to as the Group Companies ) for carrying on their business. It is also expressly stated that in terms of the mutual agreement, the respondent had disengaged himself from the business and had stopped participating in the affairs of the Group Companies. The recitals also record the mutual understanding between the parties that the respondent would exit the joint businesses after realizing a net amount of 150 crores (the exit amount). The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... valent to the complete Exit Amount of ₹ 1,50,00,00,000 to AKS after deducting the amount of Consideration from the amounts realized by sale of shares of ATS Estate Private Limited by AKS to the investor(s) on or before May 31, 2008, the aforesaid Exit Amount of ₹ 1,50,00,00,000 or any balance thereof as on May 31, 2008 (as the case may be) shall stand increased at the rate of 12% per annum till August 31, 2008 and thereupon all the provisions of this MOU shall apply mutatis mutandis in respect of such increased amount of the Exit Amount or any such balance thereof as the case may be. Further, in case GA and T fail in procuring the realization of the minimum net amount equivalent to the complete Exit Amount of ₹ 1,50,00,00,000 to AKS after deducting the amount of Consideration from the amounts realized by sale of shares of ATS Estate Private Limited by AKS to the investor(s) on or before August 31, 2008, the aforesaid Exit Amount of ₹ 1,50,00,00,000 or the amount increased after applying the provisions of this Clause or any balance thereof as on August 31, 2008 (as the case may be) shall further stand increased at the rate of 24% per annum for the period afte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11. It is apparent from the plain reading of Clause 1 of the MOU that the petitioners had agreed to procure that ATS Infrastructure Limited (one of the Group Companies) transfers three crore shares held in ATS Estate Private Limited to the respondent with clear title and free of any charge or encumbrances at an agreed consideration of ₹ 54,90,00,000/-. In terms of Clause 2 of the MOU, the petitioners had also agreed to procure appropriate investors for purchase of the said shares from the respondent. Before the Arbitral Tribunal, the petitioners had taken somewhat contrary stand. On one hand, the petitioners had contended that the MOU stood fulfilled as the respondent had entered into the SPA with ATS Infrastructure Ltd. and ATS Estate Pvt. Ltd. for procurement of three core shares as contemplated under the MOU. On the other hand, contrary to the statement, the petitioners also contended that the MOU was frustrated because of falling market. With regard to transfer of shares of ATS Estate Private Ltd., the petitioners had contended that the same could not be transferred on account of breach of the MOU/SPA by the respondent as it had not paid the consideration for the first tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ares of ATS Estate Pvt. Ltd. was, admittedly, under their control; however, the petitioners had failed to procure such transfer. Before the Arbitral Tribunal, the petitioners had also contended that once the SPA was entered into between the respondent, ATS Infrastructure Ltd. and ATS Estate Pvt. Ltd., there could be no breach of contract on their part. This contention is also unmerited as, admittedly, the balance shares of ATS Estate Pvt. Ltd. had not been transferred to the respondent. Further, the Arbitral Tribunal had also noted that petitioner no. 1, in his cross- examination, had stated that the shares of ATS Estate Pvt. Ltd. would have been transferred to the respondent whenever a buyer for the same was found. However, the MOU did not stipulate that transfer of shares of ATS Estate Pvt. Ltd. to the respondent would be contingent upon the investor(s) being located in advance. 15. Secondly, Clause 3 of the MOU must be read in the context of other clauses. Whilst, Clause 3 mentions that the petitioners would ensure on best effort basis that the respondent realizes with the net exit amount of ₹ 150 crores, the obligations to procure transfer of shares of ATS Estate Pvt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s erred in law and on facts in not appreciating the fact that the CIT(A) has not considered the amended applicable provisions of section 2(47), thus leading to a mistake apparent from record rectifiable u/s. 154 of the I.T. Act. 3. That the CIT(A) has erred in law and on facts in not appreciating that there is an apparent mistake in applying the ratio of case of Vodafone given by the Hon'ble Bombay High Court which has been superceeded by the Hon'ble Supreme Court. 4. That the order of the Ld. CIT(A) being erroneous in law and on fads needs to be rectified u/s. 154 of the Act. 5. That the appellant craves leave to add or amend anyone or more of the ground of the appeal as stated above as and when need for doing so may arise. 15. Since this appeal is against the order of Ld. CIT(A) passed u/s. 154 of the Act, the Revenue has challenged action of Ld. CIT(A), on the ground that he failed to take note of the Amended provisions of section 2(47) of the Act. 16. Ld. CIT DR submitted that Ld. CIT(A) failed to take note of the amended provision of section 2(47) of the Act and submitted that he was not justified in rejecting the application of the Revenue filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... approached IL FS Trust Co. Ltd. and IIRF Holdings XV Ltd. to purchase approx. 90 Lacs shares of ATS Estates Pvt. Ltd. (out of 3 lacs shares transferred to the appellant) at a price of ₹ 44.12 per share that has generated a consideration of approx. ₹ 40 Crores in the hands of appellant. In lieu to this net received amount of approx. ₹ 24 Crores (₹ 40 crores - 16.47 crores), the appellant as per the agreement in the Exit MOU, proportionately, transferred 80000 shares of ATS Infrastructure Ltd. out of his total holdings of 5,00,400 shares in favour of co-promoters Sh. Ashwani Talwar and Sh. Getamber Anand. Thus, in order to implement the terms of MOU, the promoters entered into two further transactions through agreements, one agreement was between the appellant and ATS Infrastructure Ltd., which was executed on 03.03.2008 wherein the ATS Infrastructure Ltd. agreed to sell 3,00,00,000 (three crore) shares of ATS Estates Pvt. Ltd. to appellant for a consideration of ₹ 18.30 per share. This agreement was signed by the appellant, ATS Infrastructure Ltd., ATS Estates Pvt. Ltd. and Co-promoters Sh. Getamber Anand and Sh. Ashwani Talwar. In part compliance ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt of the projects mentioned in the agreement. In violation of utilization of funds other then the project will render the promoters individually, jointly and their companies liable to return money to the investor companies i.e. M/s. IL FS Trust Co. Ltd. and IIRF Holdings XV Ltd. with the damages as agreed in the agreement. In the light of above the appellant has received a sum of ₹ 40 Crores from IL FS on account of conditional transfer of shares of ATS Estates Pvt. Ltd. to M/s. IL FS Trust Company Ltd. and IIRF Holdings XV Ltd., as per the terms of Share Purchase Shareholders Agreement dated s April, 2008 and Share Subscription and Shareholders Agreement dated 23rd July, 2007. The Shares which were conditionally transferred to M/s. IL FS Trust Company Ltd. and IIRF Holdings XV Limited have been acquired by the appellant from ATS Infrastructure Ltd. as per the terms of agreement between promoters vide Share Purchase Agreement dated 3rd March, 2008. The assessee has received the money under a conditional transfer of shares and therefore, the share were not absolutely and forever sold to M/s. IL FS Trust Company Ltd. and IIRF Holdings XV Limited. Accordingly no ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n predetermined income/profits of the company of which shares are being transferred etc.; for the fulfillment of these obligations the Company as well promoters in their individual capacity, severally and jointly are liable as per the terms of shares subscription Agreement dated 23rd July, 2007 and share purchase agreement dated 8th April, 2008. The relevant extracts from such agreements are placed on record. Therefore, the present transactions being subject to the fulfillment of certain obligations on future date does not fall under the purview of section 45 of the Income-tax Act, 1961. Moreover, it is clear from the perusal of Agreement, MOU and further conduct of the promoters that they have completely violated the terms of the agreement before the date of filing of the Income-tax returns. Therefore they have become liable to return the amount along with interest, agreed return and damages, therefore the question of attracting any provision of Income-tax, calculating capital gain either short term or long term does not arise. The Ld. Assessing Officer despite having above mentioned material on record and written submission, filed time to time and discussion held d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be quashed, the impugned additions may kindly be deleted and the contentions of the appellant may kindly be upheld. 4.3. The written submissions were forwarded to the AO for his comments. The ACIT, (Central Circle), Meerut by his report dated 29.5.2012 chose to rely on the findings recorded in the assessment order by his predecessor and claimed that the capital gains was rightly assessed in the ORDER U/S 143(3). The AO's report was shown to the AR and in response the AR of the assessee filed a rejoinder in which the following further submissions were made. Sub. : Rebuttal on the Remand Report of Ld. Assessing Officer dated 15.05.2012 We have gone through with the Remand Report and found that the Ld. Assessing Officer in the Remand Report has not added anything new except the contentions mentioned in the assessment order by the predecessor officer. Therefore, it does not require any specific comment. We have to only say that the order may kindly be passed on the basis of written submission filed, arguments made in the course of hearing and the assessment order passed by the Ld. Assessing Officer. In the last hearing your good-self wanted to know that: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nted arbitrator has denied to function. The Hon'ble High Court has passed an order for appointment of Arbitrator, the copy of the order is placed on record. Moreover, the first hearing has also been made before the arbitrator so appointed, the copy of the order of the first hearing is also placed on record. 18. Ld. CIT(A) rejected the application u/s. 154 of the Act. For the sake of effective adjudication, the relevant contents of the order of Ld. CIT(A) is reproduced as under:- ................On these facts therefore I find that the transactions in question were not based on independent commercial consideration. The impugned transactions could not be divorced from the main and primary transaction contemplated by the MoU dated 03.03.2008. The transaction in question was subservient to the principal transaction contemplated by MoU dated 03.03.2008. Admittedly during the financial year ended 31.03.2009 the capital asset being assessee's controlling interest in ATS Group was not transferred by the assessee. It is true that under the agreement dated 03.03.2008 the assessee acquired right of specific performance against the co-promoters and it was also evidenced from ..... X X X X Extracts X X X X X X X X Extracts X X X X
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