2019 (2) TMI 419

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..... n no transfer of an undertaking of UHEL. The undertaking continues to be vested in UHEL. Only there has been change in pattern of its share holdings which would not make it slump sale. This position is evident from the statutory definition of slump sale and the term 'undertaking' as defined in the Act read with the binding decision of the Apex Court in [2012 (1) TMI 52 - SUPREME COURT OF INDIA] and [1954 (10) TMI 2 - SUPREME COURT] - Decided against the revenue.
AKIL KURESHI & M.S. SANKLECHA, JJ. Mr. Suresh Kumar for the Appellant Mr. F.V. Irani a/w Mr. Atul Jasani for the Respondent P.C.: 1. This appeal under Section 260 A of the Income Tax Act, 1961 ("the Act" for short), challenges the order dated 9.12.2015 passed by the Income T .....

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..... ty. The Assessing Officer thus concluded in its order dated 30.12.2010 that the sale of its shares in UHEL to a third party, resulted in slum sale of an undertaking. Thus, the capital gains have to be computed as per the provisions of Section 50B of the Act resulting in short term capital gain. 5. Being aggrieved, the respondent carried the issue in appeal to the Commissioner of Income Tax (Appeals) ["CIT(A" for short] but without success. 6. On further appeal to the Tribunal, the respondent pointed out that factually, the Assessing Officer was incorrect in holding that the respondent was holding 100% shares of UHEL. In fact, the respondent held only 49% shares in UHEL while balance shares of 50% were held by Unilazer Export & Management .....

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..... transfer of shares simplicitor and this transfer of shares cannot be considered to be a slump sale of an undertaking within the provisions of Section 2(42C) of the Act. Thus, making the provisions of Section 50B of the Act inapplicable to the present facts, while allowing the appeal of the respondent. 8. We find that the impugned order of the Tribunal has invoked the correct principle of law to draw a distinction between transfer of shares and transfer of undertaking. In the present facts, what has been transferred are mere shares of the respondent in UHEL. There has been no transfer of an undertaking of UHEL. The undertaking continues to be vested in UHEL. Only there has been change in pattern of its share holdings which would not make i .....

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