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TMI Blog2024 (12) TMI 840X X X X Extracts X X X X X X X X Extracts X X X X ..... 09.2009 issued by the Superintendent of Central Excise, Cochin it is amply evident that the copy of the transfer deed was available with the Department inasmuch as the letter requesting payment of service tax on IPR service was issued relying upon para 8(d) of the Transfer Deed dated 30.03.2005. Hence, it is observed that when the fact of such business transfer along with copy of transfer deeds were easily accessible to the Department much earlier in the year 2005 itself, issuance of SCN on 22.04.2010 invoking extended period of limitation is untenable. The demand in this case covers the period from March 2005 and July 2005 and the SCN was issued on 22.04.2010. Thus, the entire demand confirmed in the impugned order is barred by limitation. Accordingly, the demands confirmed in the impugned order by invoking the extended period of limitation is not sustainable and hence the same is liable to be set aside. Since, the demand itself is not sustainable, the question of demand of interest and imposition of penalty does not arise. As the demands confirmed in the impugned order are not sustainable on the ground of limitation, it is not required to go into the merits of the issues raised b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble Property; (b) Rs. 7.95 Crores for Moveable equipments and vehicles; (c) Rs. 5.70 Crores for Moveable Net Current Assets such as stock of tea, work in progress, spares and book debts; (d) Balance consideration of Rs. 8.85 Crores towards Intangibles including goodwill, right to use Kanan Devan as part of the name of the Purchaser, and towards Technical support in infrastructure and welfare facilities. 2.2. As a part of the said slump sale, KDHP was permitted to use the term Kanan Devan as a part of their corporate name. A separate Corporate Name License Agreement dated 24.09.2005 was entered between the Appellant and KDHP to specify the terms and conditions under which KDHP was permitted to use the term Kanan Devan as part of their corporate name. No separate consideration was earmarked for the said transfer of right to use the word Kanan Devan under the agreement. Further, under clause 5 of the agreement dated 24.09.2005, KDHP was specifically restricted to use the name and style as a trade mark or as a brand name or in any advertisement of any nature upon or in relation to marketing/selling of any of its goods or services except as part of its corporate name or as is required b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited vs the State of Maharashtra Others [2024- TIOL-1072-HC-MUM-VAT] , wherein in identical set of facts, it has been held that on a holistic reading of the agreement it was clear that what was intended between the parties was a lock, stock and barrel transfer of the pharmaceutical business on slump sale basis and mere assignment of values for stamp duty purposes would not tantamount to sale of intangible assets so as to be included within the ambit of sale of goods for levy of VAT. 3.2. Reliance in this regard is further placed on the following judgments, wherein it has been held that transfer of properties pursuant to slump sale cannot be treated as sale of goods or provision of service: Gharda Chemicals Limited Versus Commissioner Of Central Excise ST, Surat-II[2023 (4) TMI 439 - CESTAT Ahmedabad], affirmed in the case of Principal Commissioner Of Central Gst And Central Excise, Vadodara II Versus M/s. Gharda Chemicals Ltd[2024 (3) TMI 131 - Gujarat High Court] M/s. Universal Medicare Pvt. Ltd. Versus C.C.E. S.T., Daman [2019 (6) TMI 166 - CESTAT Ahmedabad] M/s Paradise Food Court vs State of Telangana Others [2017-VIL-238-AP] Monsanto Chemicals of India (P.) Limited Vs. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s no law in India which either recognizes or protects goodwill as an intellectual property right in India. Further, in a catena of judgments, it has been held that goodwill is not in the nature of IPR. Reliance in this regard is placed on the judgment pronounced in the case of Hyundai Motor India Ltd. Versus Commissioner Of GST C. Ex., Chennai [2019 (28) G.S.T.L. 288 (Tri. - Chennai)], wherein it has been held that goodwill is not in the nature of IPR, hence, transfer of goodwill not to fall within the definition of IPR service. 3.6. On the basis of the above averments, the appellant submitted that the demand of service tax under IPR service for transfer of goodwill or transfer of right to use Kanan Devan is incorrect and beyond the four corners of law. 4. The Appellant submits that the entire demand raised for the impugned period is also liable to be set aside on the ground of being time-barred as the entire demand has been raised invoking the extended period of limitation. In this regard, the appellant submitted that the fact of business transfer from the Appellant to KDHP was duly informed by the Appellant to the Superintendent of Central Excise, Munnar vide letter dated 30.03.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e submits that as per para 8 of deed of transfer dated 30.03.2005, a consideration of Rs. 8.85 Crores has been earmarked towards Intangibles including goodwill, right to use Kanan Devan as part of the name of the Purchaser, and towards Technical support in infrastructure and welfare facilities. Thus, he submits that the impugned order has rightly confirmed service tax on this consideration and accordingly, he supported the demands confirmed in the impugned order. 6. Heard both sides and perused the documents placed before us. 7. We observe that the issues to be decided in this appeal are as under: Whether demand of service tax under IPR service is sustainable on transfer of intangibles such as goodwill, right to use the term Kanan Devan as part of the name of purchaser when such transfers are made in the course of transfer of entire plantation business on a going concern basis under slump sale arrangement for a lumpsum consideration? Whether assignment of value merely for stamp duty purposes would tantamount to itemised sale or itemised provisioning of services? Whether demand under IPR service is sustainable when neither goodwill nor the term Kanan Devan were registered under the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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