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TMI Blog2019 (3) TMI 1246X X X X Extracts X X X X X X X X Extracts X X X X ..... angement for sharing the results of its commercial exploitation. The terms of the provisions of the agreement do not make commercial sense at all. What is being shown in this agreement, in our considered view, not real. Apart from the fact that, as noted earlier, on the face of it, it is an agreement without consideration, it does not appear to be a legally enforceable contract anyway, it is completely at variance with the ground realities of the commercial world. All these facts taken together raise serious doubts about the claim of the assessee with respect to the true consideration for the payment of US $ 15,75,000. We donot have sufficient material on record to come to the conclusion that this payment was indeed “coining of an idea”, reproduced earlier, and, in any event, if at all, the assessee had one important and significant right that the assessee gave away in this consideration was his non compete right. As learned CIT(A) has rightly observed, “non-complete” by the assessee clause in the business purchase agreement with Trend Micro was clear thrust and a significant obligation by the assessee for which impugned payment was made to the assessee. As clause 6.6 of the busine ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cting the contention of the Appellant that the sum of ₹ 9,70,59,873, received on transfer of an asset is a capital receipt not chargeable to tax since the asset was a self-generated asset, having no cost of acquisition / improvement and therefore any gains arising on its transfer is not chargeable to tax. 2. The learned CIT(A) erred in fact and in law in computing the cost of acquisition of the capital asset at Rs. Nil by invoking the provisions of section 55 (2)(a) of the Income Tax Act, 1961 ("the Act"). Business Income: 3. The learned CIT(A) erred in fact and in law in treating the sum of ₹ 9,70,59,873, received on transfer of capital asset, as business income and thereby taxing the amount as revenue receipt invoking section 28(va) of the Act. 4. Without prejudice to Ground No. 3, the learned CIT(A) erred in fact and in law in attributing the entire receipt of ₹ 9,70,59,873 towards noncompete fees. Capital Gains - Alternate Grounds of Appeal: Without prejudice to Grounds No. 1 and 2: 5. The learned CIT(A) ought to have directed the AO to tax the receipts of ₹ 9,70,59,873 under the head capital gains u/s. 45 of the Act instead of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... agreement that the assessee entered into with Indusface India and analysed the same in considerable detail. He noted that, as per the said agreement, the assessee has "coined the interesting concept for providing round the clock [24X7X365] or daily or on demand malware monitoring of websites in a zero touch and security as a service (SAAS)" basis and had expressed the willingness to provide the said concept to the company and to assist the company to develop the same into a business idea" on the terms and conditions of the agreement. He further noted that, under the said agreement, Indusface India had represented and assured that "it has the necessary expertise and capabilities for exploiting the concept and has intention of developing product and services by utilizing the said concept and is also ready and willing to allocate reasonable funds for developing the product and/ or services and marketing the same". The Assessing Officer then also noted that as per the details furnished by the assessee, the Indusface India had incurred expenses on this project, under the heads (i) salary and other employee benefits, (ii) direct production and service overheads, and (iii) other expenses ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was regarding taxability of receipt not in the nature of revenue receipts and, for that reason not taxable under the head 'income from other sources', but then in the present case the income is generated on sale of a concept, developed by the employer in the normal course of business of developing software, and is thus materially different. In the light of this detailed analysis, the Assessing Officer concluded that the exemption of ₹ 9,70,59,873 claimed by the assessee is unsustainable in law. He rejected the claim and proceeded to bring the said amount of ₹ 9,70,59,873 to tax in the hands of the assessee as income from other sources. Aggrieved, assessee carried the matter in appeal before the CIT(A) but without any success. While doing so, learned CIT(A) observed as follows: "5.5 I have considered the facts of the case, the appellant's submissions and the AO's observations. The appellant Shri Ashsish R Tandon is working as an Executive Director of the company M/s. Indusface Pvt. Ltd. w.e.f. 16.05.2005. The terms and conditions, mentioned in the appointment letter issued by the company to the appellant are crucial in deciding the issues involved in this ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with your roles and responsibilities as Executive Director of the Company. During the course of your appointment hereunder you will truly and faithfully account for and deliver to the Company all money, securities and things of value belonging to the Company that you may from time to, time receive for, from or on account of the Company. You will perform the duties and responsibilities assigned to you in an efficient and competent manner and will devote your skills and best efforts to the business affairs of the Company. 6. Re-imbursement of Expenses, Costs etc.:- I You will be entitled to be paid I reimbursed all costs, charges and expenses as may be incurred by him for the purpose of or on behalf of the Company. 7. Policies and Procedures You will be bound by and will faithfully observe and abide by all the rules, regulations, policies and procedures of the Board of Directors of the Company in force from time to time which are brought to your notice or of which you should reasonably be aware. You will at all times uphold the highest standards conduct and fiscal practices. 8. Termination: Kindly note that this appointment is a contractual appointment which is terminab ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aimed that there is no reference to specific scope of work, much less technical contribution or reference to requirement to develop any product like the concept involved in the present appeal.\ 5.5.2.1. In this respect, from the perusal of the submission made by M/s. Indusface Pvt. Ltd. in Appeal No. CIT(A)-1/10005/16-17 before this office, it is seen that the company is engaged in the business of providing consultancy in mapping information security strategies and process of information related Government Regulatory and Industry standards such as ISO 27001, RBI, SEBI, SOX etc. It is also engaged in providing security services to "protect organizations key information assets. The object clause of this company, as mentioned in. Memorandum of Association is: "to carry on the business of consultancy and development of computer software and hardware and business". In this background, if the terms and conditions mentioned in the letter of appointment issued to the appellant for being appointed as executive director of this company is examined, then it is evident that the appellant had been appointed as an employee of the company on contractual basis. Such contract was f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he appellant, as an executive director of the company, was engaged in the development and operation of computer software in relation to internet security on day to day basis and was also over all in charge for technology development to be made by the company. Thus, the entire development of this new concept is on account of the working of the appellant as an employee of the company. 5.5.4. It is a fact that the company has nowhere claimed that the concept developed by the appellant belong to the company. But, this Is on account of the fact that the company was controlled by the appellant himself along with his wife, as they were the only two share holders of the company having 50% shares each. So if the corporate veil is lifted, there is no difference between the appellant and the company, till FY 2008-09. It was only after that the new share holders were inducted in the company. But, before the induction of the new share holder, the agreement dated 26.03.2009 had been entered into by the appellant with the employer company for developing new products utilizing the alleged concept developed by the appellant. Thus, on both sides of the agreement, the controlling person was the app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... websites in a zero touch and Security as a Service (SAAS) basis essentially to safeguard websites from getting infected with malware ["the Concept"] and is willing to provide the said concept to the Company and also assist the Company to develop the same into a business idea, on the terms and conditions contained herein. 6) The Company is of the view that significant business opportunity can be created if an appropriate product and / or service can be developed around the Concept and is therefore interested in getting access to the Concept, exclusive right to use the Concept and also necessary assistance and support in the process of developing any product and / or service around the Concept. 7) The Parties have agreed to the following terms and conditions for meeting the multiple objectives of permitting the Company to develop product and / or services around the Concept:" 5.5.7. Thus, the description itself shows that the appellant and the company were involved in identical activities and the appellant was acting as Chief Executive Officer of the company. This also supports the facts discussed above that the appellant had developed the concept during the cour ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e "Restricted Business"). (b) Nothing contained in Section 9.1 (a) shall prohibit Indusface India from acting as an authorized reseller of Purchaser's products in accordance with the Purchased Software License Agreement and the Trend Micro Strategic Channel Partner agreement. (c) If any restriction set forth in this covenant not to compete is found by any court of competent Jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only to the maximum period of time, range of activities or geographic area as to which it may be enforceable. (d) Sellers acknowledge and agree that the restrictions contained in this [1 covenant not to compete are necessary for the protection of the Business and goodwill of] Purchaser and are considered by Sellers and Purchaser to be reasonable for such purpose. Sellers expressly acknowledge the value of the consideration received in-connection with this covenant 1 not to compete. Sellers agree that any breach of this covenant not to compete will cause Purchaser substantial and irrevocable damage for whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ital of the purpose for which the payment has been made to the appellant has been narrated. As has been already stated above, the appellant was working as an employee of M/s. Indusface Pvt. Ltd. and in that capacity only had developed the product Indus Guard including the concept of the same. Under identical circumstances, the Hon'ble High Court of Bombay, in its decision in the case of Arun Toshniwal Mumbai (2015) 50 taxmann.com 274 (Bombay) has held that where pursuant to sale of one division of its business by the company to another person, the director of the seller company received certain amount by entering into the non competition agreement whereby he could not engage in any business activity similar to that of the division sold,, amounts so received is taxable as business income u/s 28(va). The relevant observations of the court are as follows: "10. It is only vide the Finance Act, 2002 which came into effect from 1st April, 2003 the said capital receipt was now taxable under section 28(va). Accordingly, the Court held that there dichotomy between the receipt of compensation by the assessee for loss of business arising out of the negative covenant compensation fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een listed in the agreement viz., Asset Purchase Agreement. As can be seen from enumeration given in Section 6 of this Agreement, even the key employees and some other employees had been transferred to the purchaser. A separate list of assets transferred had been prepared; vide which following assets had been transferred: Schedule 1.1(m) Customer Contracts Schedule 1.1 (q) Excluded Intellectual Property Schedule 2.2(b) Inventory Schedule 2.2(f) Prepaid Expenses Schedule 2.3 Seller Identified Excluded Assets Schedule 4.6(e) Business Products Schedule 4.6(f) Registered Intellectual Property Schedule 4.6(v) Open Source Materials Schedule 4.6(y) Deposits of Source Code Schedule 4.9 Business Employees and Business Contractors Schedule 4.11(a) Material Contracts Schedule 4.15 Real Property Schedule 4.18 Related Party Transactions Schedule 6.4 Key Employees and Other Employees Schedule 9.2 Cooperation re Third Party Intellectual Property Schedule 9.4 Employees Subject to Non-Solicitation Restriction 5.6.5. Thus, it is evident that M/s. Indusface has transferred one of its business divisions to the purchaser and in pursuance to such transfer; the appellant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of which the machinery provisions of computation of capital gain can be applied. As far as category (b) is concerned the consideration received would fall for consideration under the head capital gain but depending upon the law that prevailed at the time of transfer. Self generated assets like, goodwill of a business or a trade mark or brand name associated with a business, a right to manufacture, produce or process any article or thing or right to carry on any business, tenancy rights, stage carriage permits or loom hours by their very nature could not have cost of acquisition and therefore, machinery provisions were amended to provide cost of acquisition being treated as nil. These amendments are set out in the later part of this order. As far as category (c) is concerned, the same would fall for consideration to see if it is capital receipt chargeable to tax as on the date of transfer because after 1-4-2003 such consideration even if regarded as capital receipt would be chargeable to tax u/s.28(va)(a) of the Act. Therefore the law as it prevails on the date on which a person agrees to desist from doing certain acts in relation to any business would be relevant. 39. If a paymen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncerned with consideration paid to persons associated with the transferor. Late B.V. Raju was not carrying on business of manufacture of cement. He was associated with two cement manufacturing companies RCL and SVCL in various capacities. With this background, we will examine the meaning of the expression "a Right to Manufacture, produce or process any article or thing" and " Right to carry on any business" used in Sec.55(2)(a) of the Act, 48. Keeping in mind the discussion in para 37 to 41 of this order, let us see what was transferred by Mr. B.V. Raju under the agreement dt. 27.10.1999 for which he was paid a sum of ₹ 11l crores by ICL. One should also read the above covenants in the non-compete agreement in the light of the preamble to the agreement which gives the background as to why the agreement was being entered into. The preamble to the non-compete agreement refers to the fact that Mr.B.V. Raju during the course of his employment with Cement Corporation of India, RCL and SVCL acquired a corpus of knowledge, skill, expertise, and experience related to the production, distribution, marketing, running and managing of cement plants and has also acquired ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me, as has been held by the special Bench and the Hon'ble Bombay High Court. Accordingly, the action of the AO of treating this receipt as revenue receipt in the hands of the appellant is upheld. But he is directed to tax this amount as income from business and not under the head income from other sources. 5.7. Without prejudice to the above, even if the appellant's contention that vide the Asset Purchase Agreement, he had transferred his right on the concept developed by him is accepted, then it requires examination as to what was the nature of asset transferred by the appellant. A perusal of the agreement dated 26.03.2009 entered into by the appellant with M/s. Indusface Pvt. Ltd. shows that the terms and conditions have been enumerated as follows: "Terms and Conditions Transfer of the Concept and Consideration 01: AT has developed a Concept, more particularly described in Annexure A to this Agreement related to providing malware monitoring of websites and is desirous of permitting the Company to develop one or more products and / or service lines around the said Concept and the Company is desirous of exploiting the concept and make investment in developing o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transfer is free of any royalty. Thus, this right has been transferred to the company on 26.03.2009 without any consideration except for the reversionary rights. In pursuance of such agreement, the only right for a limited period which remained with the appellant has been narrated in clause '5' of this agreement as follows: "05. IFC farther agrees and confirms that in case any of the following situations arise before expiry of 7 (seven) years from the date of this Agreement, then the right granted by AT shall revert to AT and thereupon, IFC shall not have any right, title or interest either in developing any product and / or services in relation to the Concept or shall have any right, title or interest in any product and services developed in relation to the Concept or making use of the Concept: i) If IFC fails to launch any product and / or services resulting into any revenues to IFC on or before expiry of this period; ii) If there is a change in control of IFC. Change of control for the purpose of this clause shall mean any change in shareholding of the company, either directly or indirectly, giving right to vote to persons other than existing shareholders of the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ws that upon happening of the circumstances mentioned in this, only the right granted by AT to the company shall be returned back to him. Thus, the right which was bound to be reverted back to the appellant was only the right to utilize the concept for developing products and/or services around it. Accordingly the reversionary right was also in the nature of 'Right to manufacture, produce or process any article or thing'. Hence in the absence of any cost to the appellant for acquiring such right, its cost of acquisition is to be deemed as 'Nil'. 5.7.4. Thus, vide the Asset Purchase Agreement entered into with M/s. Trend Micro by IFC and others, the appellant has foregone the reversionary right in the form of right to use the concept for developing products and/or services around it in lieu of consideration received by him. The consideration has been received by the appellant on account of relinquishment of such intangible asset along with signing the non compete Agreement entered into by him with the purchaser. As already discussed, the cost of acquisition of such right is to be taken as 'Nil' as per the provisions of section 55(2)(a). Hence the resultant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... und Nos. 1, 2 & 3 are dismissed." 4. The assessee is not satisfied and is in further appeal before us. 5. We have heard the rival contentions, perused the material on record and duly considered facts of the case in the light of applicable legal position. 6. It is important, before we take up legal arguments canvassed by the assessee, to analyse the basic facts of this case. Indusface India, at the point of time when it entered into agreement dated 26th March 2009, was a private limited company with only two shareholders holding 5,000 shares each- the assessee and his wife Nandini Tandon. The agreement that the assessee entered into with Indusface India was thus clearly a transaction between closely related persons. It is also important to note that the assessee was an Executive Director of Indusface India, and, Nandini Tandon, his wife, signed this appointment letter on 16th May 2005 which, inter alia, provided as follows: 4. Scope of work Subject to supervision and control of the Board of Directors of the company, you, as an Executive Director, shall look after business operations, technology, marketing and strategic business development, Government liaison etc and other da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e patches or signatures are available. This is the right time to develop a website malware monitoring product and/ or service which is a zero touch, 24/7 or Daily, or On- demand/ Security as a Service (SAAS). Possible Solution Architecture Components which should be used for anti malware services would include: ˃˃ Crawler ˃˃ Sandbox System ˃˃ Honeypot ˃˃ Smortinline Possible Detailed Architecture As shown in the above diagram, client's website can be crawled 24X7. The crawler simulates visitor accessing the website. Crawler engine is integrated with sandbox system that scans the website. If any redirection observed in the website immediately reported to the analyst. The analyst will in turn check the redirection is legitimate or not. If the redirection is not legitimate then the analyst may trigger an alert to the client and request a confirmation. If the redirection is redirected to the illegitimate website that contain malware or if it is blacklisted then monitoring mechanism on the sandbox system shall raise an alert and shall pause the crawler scanning the website. Also the sandbox system is also integrated with honeypot and snor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ow, AT hereby grants permission and approval to IFC to utilize freely the Concept, incur expenditure and develop products and / or services around the Concept. 03. Subject to the provisions of this Agreement, the grant of permission and approval under Clause 02 above, shall be royalty free for IFC, but IFC shall not have a right to assign this right to any other person, body or entity without seeking prior written permission of AT. 04. AT undertakes and agrees not to share the concept with any other person other than the IFC and not to grant any right to develop any product/ and or services to any person other than IFC, and, accordingly, IFC shall have the exclusivity in exploiting the concept and deveop products and/ or services in relation to the concept. 05. IFC further agrees and confirms that in case any of the following situations arise before expiry of 7 (seven) years from the date of this Agreement, then the right granted by AT shall revert to AT and thereupon, IFC shall not have any right, title or interest either in developing any product and / or services in relation to the Concept or shall have any right, title or interest in any product and services developed in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion will be shared between the parties, and that is precisely what the assessee had offered, under the above agreement, for seven years to his employer. In that sense, this agreements seems to be devoid of a consideration for the assessee and, as is only elementary, an agreement without consideration is not a legally enforceable contract. Section 10 of the Indian Contract Act, 1872, specifically states only such agreements are contracts as are, inter alia, entered into "for a lawful consideration". 10. It is interesting that while the parties to this agreement did not bother about how to share the fruits of commercial exploitation between the parties during the seven years when the employer was allowed to commercially exploit the concept "coined by" the assessee, the agreement did mention as to what happens if the employer, inter alia, sells his business before the seven years. The parties go into such fine details about this aspect that they decide, stating in so many words, that the assessee assured "that in case of any transaction involving sale of business, change of control or sale of substantial or substantially the whole of the business of the Company, AT (the assessee) sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Learned counsel then added that the concept was a valuable concept and its valuation was done by SSPA & Co, Chartered Accountants, one of the "most reputed firms specializing only in valuations" but since the issue of valuation of concept never came up, the valuation was not fined. We are thus urged to accept the agreement as it is, accept all the corollaries thereto and not to entertain any doubts about the same and allow its logical consequences to be followed. 12. As we examine the agreement before us, we must bear in mind Hon'ble Supreme Court's observation, in the case of CIT v. Durga Prasad More [1971] 82 ITR 540, to the effect that "Science has not yet invented any instrument to test the reliability of the evidence placed before a court or tribunal. Therefore, the courts and Tribunals have to judge the evidence before them by applying the test of human probabilities". Similarly, in a later decision in the case of Sumati Dayal v. CIT [1995] 214 ITR 801/80 Taxman 89 (SC), Hon'ble Supreme Court rejected the theory that it is for alleger to prove that the apparent and not real, and observed that, This, in our opinion, is a superficial approach to the pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it or develop the same for 7 years, without any royalty, consideration and arrangement for sharing the results of its commercial exploitation. The terms of the provisions of the agreement do not make commercial sense at all. What is being shown in this agreement, in our considered view, not real. Apart from the fact that, as noted earlier, on the face of it, it is an agreement without consideration, it does not appear to be a legally enforceable contract anyway, it is completely at variance with the ground realities of the commercial world. All these facts taken together rais serious doubts about the claim of the assessee with respect to the true consideration for the payment of US $ 15,75,000. We donot have sufficient material on record to come to the conclusion that this payment was indeed "coining of an idea", reproduced earlier, and, in any event, if at all, the assessee had one important and significant right that the assessee gave away in this consideration was his non compete right. As learned CIT(A) has rightly observed, "non-complete" by the assessee clause in the business purchase agreement with Trend Micro was clear thrust and a significant obligation by the assessee for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re License Agreement and the Trend Micro Strategic Channel Partner agreement. (c) If any restriction set forth in this covenant not to compete is found by any court of competent Jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only to the maximum period of time, range of activities or geographic area as to which it may be enforceable. (d) Sellers acknowledge and agree that the restrictions contained in this [1 covenant not to compete are necessary for the protection of the Business and goodwill of] Purchaser and are considered by Sellers and Purchaser to be reasonable for such purpose. Sellers expressly acknowledge the value of the consideration received in-connection with this covenant 1 not to compete. Sellers agree that any breach of this covenant not to compete will cause Purchaser substantial and irrevocable damage for which the Purchaser will have no adequate remedy at law and therefore, in the event of any such breach or threatened breach, in addition to such other remedies which may be available. Purchaser or any of its Affiliat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... road, though technically well informed, idea about a product and its need as generally felt by the industry. The agreement dated 26th March 2009, for the detailed reasons discussed above, is neither a legally enforceable document so far as value of or sharing of the fruits of its commercial exploitation is concerned, though, with an unusual vision about the way things were to unfold in future, it has finest details about what is to happen in case the business of the employer is to be sold, nor, for that purpose , it inspires much confidence about its bonafides, inter alia, for the reason that it is an agreement between two such closely related parties, and of such an unusual pattern and in such unusual circumstances, that it clearly lacks free informed consent away from undue influence. This is a self serving document, and, to use the words employed by Hon'ble Supreme Court, in Durga Prasad More's case (supra),"If all that an assessee who wants to evade tax is to have some recitals made in a document either executed by him or executed in his favour then the door will be left wide open to evade tax…….. The taxing authorities were not required to put on blinkers while l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me from other sources'. As we observe so, we find support from Hon'ble Supreme Court's decision in the case of Emil Webber Vs CIT [(1993) 200 ITR 483 (SC)] wherein Their Lordships have, inter alia, observed as follows: The question then arises under which head of income should the said income be placed. Inasmuch as the assessee is not an employee of Ballarpur, which made the payment, it cannot be brought within the purview of section 17 of the Act. It must necessarily be placed under sub section (1) of section 56, 'Income from other sources'. According to the said sub-section, income of every kind which is not to be excluded from the total income under the Act shall be chargeable to income-tax under the head 'Income from other sources' if it is not chargeable to income-tax under any of the other heads specified in section 14, Items A to E. It is not the case of the assessee that any provision of the Act exempts the said income from the liability to tax. 17. It is also important to note in the non compete agreement that the assessee entered into with Trend Micro, it is also stated that, amongst others, the assessee "by the virtue of employment and affiliation with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8(va) of the Act". We are in considered agreement with the findings of the CIT(A) and we approve the same. In any case, cost of acquisition, in the case of non compete rights, under section 55(2)(a) is to be taken as NIL, and, as a corollary thereto, the entire receipts is to be taxed in the hands of the assessee. 20. Even if one proceeds on the basis that it is a capital gain, as learned CIT(A) rightly observes, if the consideration received by the assessee could be said to be on account of transfer of a capital asset, that asset is the reversionary right that the assessee had over the concept coined by him. On this aspect also, we are in considered agreement with very well reasoned findings of the CIT(A) as follows: ………..vide the Asset Purchase Agreement entered into with M/s. Trend Micro by IFC and others, the appellant has foregone the reversionary right in the form of right to use the concept for developing products and/or services around it in lieu of consideration received by him. The consideration has been received by the appellant on account of relinquishment of such intangible asset along with signing the non compete Agreement entered into by him w ..... X X X X Extracts X X X X X X X X Extracts X X X X
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