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Issues Involved:
1. Whether the transaction of transfer of all the shares was a transaction of transfer of shares or a transaction of transfer of the control over the Company and not of the shares? 2. Whether the agreement of sale dated 28-11-1977 resulted in long-term capital gains or short-term capital gains? 3. Whether in the facts and circumstances of the case, there was failure on the part of the assessee to disclose fully and truly all the material facts for assessment in the original returns filed for assessment year 1978-79 or not? 4. Whether in the facts and circumstances of the case, the reassessment under section 147(a) is justified in law or not? Detailed Analysis: 1. Transaction of Transfer of Shares vs. Transfer of Control: The Tribunal considered whether the transaction was a transfer of shares or a transfer of control over the company. The agreement dated 28-11-1977 indicated the sale of 6,000 equity shares at Rs. 392 per share. The Judicial Member held that the transaction was a transfer of shares, and the control was a consequence of this transfer. The Accountant Member, however, argued that the transaction was effectively a transfer of controlling interest in the company, thereby making the issue of shares secondary. The Third Member agreed with the Judicial Member, stating that the transaction was indeed a transfer of shares, and the controlling interest was an incidence of this transfer. 2. Long-term Capital Gains vs. Short-term Capital Gains: The Tribunal examined whether the sale resulted in long-term or short-term capital gains. The Judicial Member held that the bonus shares, being distinct from the original shares, were short-term capital assets since they were held for less than 36 months. Thus, the sale resulted in short-term capital gains. The Accountant Member, however, argued that the entire transaction should be viewed as a transfer of controlling interest, resulting in long-term capital gains. The Third Member agreed with the Judicial Member, emphasizing that the bonus shares must be considered separately, resulting in short-term capital gains. 3. Disclosure of Material Facts: The Tribunal assessed whether the assessee failed to disclose fully and truly all material facts necessary for assessment. The Judicial Member found that the assessee did not disclose the date of issue of bonus shares, which was crucial for determining the nature of the capital gains. The Accountant Member argued that the issue of bonus shares was disclosed, and the non-disclosure of the date was not material. The Third Member sided with the Judicial Member, holding that the non-disclosure of the date of issue of bonus shares constituted a failure to disclose fully and truly all material facts. 4. Justification of Reassessment under Section 147(a): The Tribunal evaluated the validity of the reassessment under section 147(a). The Judicial Member upheld the reassessment, stating that the non-disclosure of the date of issue of bonus shares justified the reopening of the assessment. The Accountant Member contended that the reassessment was based on a change of opinion and was influenced by higher authorities, making it invalid. The Third Member agreed with the Judicial Member, concluding that the reassessment was justified due to the failure to disclose material facts. Conclusion: The Tribunal, by majority opinion, held that the transaction was a transfer of shares, resulting in short-term capital gains due to the sale of bonus shares. The assessee failed to disclose fully and truly all material facts, justifying the reassessment under section 147(a). The appeals were dismissed.
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