2008 (11) TMI 336 - HC - Income Tax

Whether Tribunal is right in holding that the sale of the Betalactum Division by the assessee-company was a slump sale to which sections 50 and 50A are not applicable and that long-term capital gain is to be computed by indexing the cost of acquisition of the Betalactum Division and its improvement? - Assessee pointed out that the term block of assets in section 2(11) of the Act only referred to depreciable assets. - It is patent from the above that in the present case sale proceeds received by the assessee are from sale of a going concern which is slump sale and the same is not sale of block of assets which term refers only to depreciable assets. Thus section 50 is not applicable. - The view of the Tribunal is thus consistent with the settled law. - No substantial question of law arises for consideration. - The appeal is dismissed.

Issues:
1. Interpretation of sections 50 and 50A of the Income-tax Act, 1961 regarding the sale of Betalactum Division.
2. Determining whether the sale qualifies as a slump sale or a sale of block of assets.
3. Applicability of indexing under section 48 of the Act to calculate long-term capital gain.
4. Comparison between the sale of the entire undertaking as a going concern and the sale of a block of assets.

Analysis:

1. The primary issue in this case revolved around the interpretation of sections 50 and 50A of the Income-tax Act, 1961 concerning the sale of the Betalactum Division. The appellant claimed a long-term capital loss on the sale, while the Revenue argued that the excess of sale consideration over the written down value of assets should be taxed as short-term capital gain. The Tribunal held that if a sale is of a going concern, even if some assets are retained, it qualifies as a slump sale to which sections 50 and 50A do not apply.

2. The second issue focused on determining whether the sale in question constituted a slump sale or a sale of block of assets. The Tribunal's decision was based on the premise that for a sale to be considered a slump sale, it did not require the transfer of all assets and liabilities. The key factor was whether the transfer allowed the business to continue without interruption. The Tribunal cited various judicial pronouncements to support its conclusion that the sale of the Betalactum Division qualified as a slump sale.

3. Regarding the applicability of indexing under section 48 of the Act to compute long-term capital gain, the appellant argued that the sale proceeds were from a going concern, not a block of depreciable assets. Citing relevant case law, the appellant contended that the sale price represented capital appreciation and should not be taxed as profit. The Tribunal's decision aligned with this argument, emphasizing that the sale was of a going concern and not merely a block of assets subject to depreciation.

4. The final issue involved a comparison between the sale of the entire undertaking as a going concern and the sale of a block of assets. The appellant relied on legal precedents to support the distinction between these types of sales and argued that the sale of a going concern should not be treated as a sale of block of assets for taxation purposes. The Tribunal's decision, supported by established legal principles, upheld the view that the sale proceeds from the Betalactum Division constituted a slump sale, not a sale of block of depreciable assets.

In conclusion, the Tribunal's decision was deemed consistent with established legal interpretations, and no substantial question of law was found to arise for consideration. As a result, the appeal by the Revenue was dismissed, affirming the Tribunal's ruling on the matter.

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