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TMI Blog2022 (12) TMI 950X X X X Extracts X X X X X X X X Extracts X X X X ..... of CGST Rules, 2017 and Section 97 of KGST Act, 2017 read with Rule 104 of KGST Rules, 2017, in form GST ARA-01 discharging the fee of Rs.5,000/- each under the CGST Act, KGST Act. 2. The applicant stated that they are a private limited company, a start-up based in Bengaluru, incorporated on 22-11-2018, with the focus on providing data analytics, digital marketing services 8s product development; registered under CGST/KGST Act 2017. The applicant own a mobile application, developed and owned by them, called as "LoanFront", which is a Fintech product and is used as a digital platform to facilitate lending of short term personal loans; they intend to transfer the said mobile application software to their wholly owned subsidiary M/s Vaibhav V ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urther, a business is said to be transferred as a going concern, if,- a) The assets must be sold as a part of 'business' as a going concern b) The purchaser intends to use the assets to carry on the same kind of business as the seller c) Where only part of business is sold, it must be capable of separate operation d) They must not be series of immediately consecutive transfer The applicant, basis above, contends that the transfer of mobile application by them to M/s WPL falls under the ambit of transfer mentioned at SI.No. 2 in Notification 12/2017-GST (Rate) dated 28.06.2017 and thus the said transfer is exempted as "Services by way of transfer as a going concern, as a whole or an independent part thereof' in terms of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t. They own a mobile application "LoanFront", which is a Fintech Product and is used as a digital platform to facilitate lending of short term personal loans. The applicant intend to sell & assign the rights, obligations, source codes, development specifications along with the end user manuals and instructions to WPL, who would use the said application and carry on the business in the same manner. 11. The applicant submitted that they intend to sell an independent part of their business (Loan Front App) to VVPL along with assets & liabilities and contends that transfer of business as a whole or independent part thereof amounts to supply of service; the aforesaid independent part of their business qualifies to be a "going concern" as the sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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/-. 13.2 Further clause 2 of the agreement deals with the transfer of the business and clause 2.2 defines Business and its components that are intended to be transferred, which includes (i) Assets, (ii) Employees, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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