ITO, Ward - 1(4), Kolkata, Kolkata V. M/s. Kaner Investments Ltd., Kolkata

ITA 2095/KOL/2017

• Counselvise Citation: [2019] 118 COUNSELVISE.COM (IT) 6054 (ITAT-KOLKATA)
• Duration Of Justice: 1 year(s) 4 month(s)
• Appeal Type: Income Tax Appeal
• Pronouncement Date: 23-01-2019
• Appeal Filed By: Department
• Order Result: Dismissed
• Bench Allotted: B
• Assessment Year: 2008-2009
• Appeal Filed On: 22-09-2017
• Result in Favour of: Assessee
• Court: TRIBUNAL
• Department Lawyers: S M SURANA
• Assessee Lawyers: AJOY KR SINGH
• Keywords: Unexplained cash credit; Condonation of delay
• Section: 143(3); 80G; 68; 263

Judgement Text

IN THE INCOME TAX APPELLATE TRIBUNAL B, BENC H KOLKATA BEFORE SHRI A.T. VARKEY, JM & DR. A.L.SAINI, AM ./ ITA NO.2095/KOL/2017 ( / ASSESSMENT YEAR : 2008-09 ITO, WARD-1(4), KOLKATA AAYAKAR BHAWAN, P-7, CHOWRINGHEE SQUARE, R. NO. 17, 7 TH FLOOR, KOLKATA-700069 VS. M/S KANER INVESTMENTS LTD., ROOM NO. 42A, 4 TH FLOOR, 85/83, N.S. ROAD, KOLKATA- 700001. ./ ./PAN/GIR NO. : AABCA 2860 N ( /ASSESSEE ) .. ( / RESPONDENT ) /ASSESSEE BY : SHRI AJOY KR. SINGH, CIT /REVENUE BY : S.M. SURANA, ADVOCATE / DATE OF HEARING : 13/12/2018 /DATE OF PRONOUNCEMENT : 23/01/2019 / O R D E R PER DR.ARJUN LAL SAINI, AM: THE CAPTIONED APPEAL FILED BY THE REVENUE, FOR ASS ESSMENT YEAR 2008-09, IS DIRECTED AGAINST THE ORDER OF LEARNED COMMISSION ER OF INCOME TAX (APPEAL)- 14, KOLKATA (IN SHORT THE LD.CIT(A)) IN APPEAL NO . 201/CIT(A)-14/WD- 1(2)/2015-16, DATED 29.06.2017, WHICH IN TURN ARISE S OUT OF AN ASSESSMENT ORDER PASSED BY THE ASSESSING OFFICER U/S 143(3) / 263 OF THE INCOME TAX ACT, 1961 (IN SHORT THE ACT) DATED 26.03.2014. 2. THE APPEAL FILED BY THE REVENUE IN I.T.A. NO. 20 95/KOL/2017, FOR ASSESSMENT YEAR 2008-09, IS BARRED BY LIMITATION BY FIVE DAYS. THE REVENUE HAS FILED A PETITION FOR CONDONATION OF DELAY. WE HAVE HEARD B OTH THE PARTIES ON THIS PRELIMINARY ISSUE AND HAVING REGARD TO THE REASONS GIVEN IN THE PETITION FOR ITA NO.2095/KOL/2017 M/S KANER INVESTMENTS LTD. . A.Y.2008-09 2 CONDONATION OF DELAY AND AFTER HEARING THE ASSESSEE , WE CONDONE THE DELAY AND ADMIT THE APPEAL OF REVENUE FOR HEARING. 3. THIS SOLITARY GRIEVANCE RAISED BY THE REVENUE IN THIS APPEAL IS WHETHER THE SHARES ISSUED BY THE ASSESSEE COMPANY OTHER THAN CA SH, ( BARTER SYSTEM), UNDER AN AGREEMENT, CAN BE TREATED AS CASH CREDIT WITHIN THE MEANING OF SECTION 68 OF THE ACT? 4.AT THE OUTSET, SHRI S.M. SURANA, LD COUNSEL FOR T HE ASSESSEE BEGINS BY POINTING OUT THAT THE ISSUE INVOLVED IN THE PRESENT APPEAL I S NO LONGER RES INTEGRA. THE LEARNED COUNSEL, INVITED OUR ATTENTION TO THE ORDER DATED 26-09-2018 IN THE CASE OF ITO, W-13(1), KOLKATA VS. M/S. ANAND ENTERPRISES LTD, FOR THE A.Y 2012-13, PASSED BY THE DIVISION BENCH (ITAT, KOLKATA), WHERE BY THE ISSUE OF DELETION OF ADDITION MADE U/S 68 OF THE ACT ON ACCOUNT OF BART ER TRANSACTION ( ISSUE OF SHARES FOR CONSIDERATION OTHER THAN CASH) WAS DISCUSSED AN D ADJUDICATED. LEARNED COUNSEL FOR THE ASSESSEE SUBMITTED THAT THE PRESENT APPEAL IS SQUARELY COVERED BY THE AFORESAID ORDER OF THE TRIBUNAL, A COPY OF WHIC H WAS ALSO PLACED BEFORE THE BENCH. 5. LEARNED DEPARTMENTAL REPRESENTATIVE DID NOT HAVE MUCH TO SAY BUT HE NEVERTHELESS RELIED UPON THE ORDERS OF THE AUTHORIT IES BELOW. 6. WE SEE NO REASONS TO TAKE ANY OTHER VIEW OF THE MATTER THAN THE VIEW SO TAKEN BY THE DIVISION BENCH OF THIS TRIBUNAL IN THE CASE OF M/S ANAND ENTERPRISES LTD (SUPRA), ON IDENTICAL FACTS, VIDE ORDER DATED 26.09 .2018. IN THIS ORDER, THE TRIBUNAL HAS INTER ALIA OBSERVED AS FOLLOWS: 4. WE HAVE HEARD THE RIVAL SUBMISSIONS. AT THE OUTS ET, WE FIND THAT THE ASSESSEE HAD NOT RAISED ANY SHARE CAPITAL BY RECEIP T OF CASH CONSIDERATION IN THE INSTANT CASE. THE SHARES WERE ISSUED FOR CONSIDERATION OTHER THAN CASH IN LIEU OF ASSESSEE C OMPANY MAKING INVESTMENT IN SHARES IN SOME OTHER COMPANY. EFFECTI VELY, THE ASSESSEE PURCHASED CERTAIN SHARES FROM THE AFORESAID SIX SHA REHOLDERS AND ITA NO.2095/KOL/2017 M/S KANER INVESTMENTS LTD. . A.Y.2008-09 3 INSTEAD OF PAYING CASH TO THEM, THE ASSESSEE COMPAN Y ISSUED SHARES IN ITS OWN COMPANY TO THOSE SHAREHOLDERS. HENCE THE ASSESS EE HAD MADE INVESTMENTS IN SHARES OF ANOTHER COMPANY FOR WHICH CONSIDERATION WAS SETTLED THROUGH ISSUANCE OF ITS SHARES TO THOSE SHA REHOLDERS. NOW THE CRUCIAL POINT IS WHETHER THE PROVISIONS OF SECTION 68 COULD BE INVOKED IN THE INSTANT CASE FOR MAKING INVESTMENT TOWARDS SHAR E CAPITAL. THERE WAS NO RECEIPT OF ANY SUM AS PROVIDED U/S 68 OF THE ACT IN THE INSTANT CASE. IT WOULD BE PERTINENT HERE TO REFER TO THE DECISION OF HON'BLE SUPREME COURT IN THE CASE OF SHRI H.H. RAMA VARMA VS. CIT REPORTED IN 187 ITR 308 (SC) WHEREIN IT WAS HELD THAT 'ANY SUM' MEANS ' SUM OF MONEY'. WE FIND THAT LD. CIT(A) HAD DELETED THE ADDITION BY OB SERVING AS UNDER: '6. ON CONSIDERATION OF THE AR'S SUBMISSION, ESPECI ALLY THE PORTION REPRODUCED ABOVE, IT IS SEEN THAT SECTION 68 OF I.T. ACT, 1961 DOES NOT APPLY TO CASES OF PURCHASE OF SHARE ASSETS AND ALLO TMENT OF SHARES BY THE APPELLANT WHEN PURCHASE AND ALLOTMENT ARE UNDER A B ARTER SYSTEM. THE AO HAS NOT REFUTED THE APPELLANT'S CLAIM THAT SHARE S WERE ALLOTTED IN EXCHANGE FOR ACQUISITION OF SHARES BY THE APPELLANT FROM THE COMPANIES WHICH SURRENDERED SUCH SHARES TO THE APPELLANT. THO UGH AS PER THE AO TO APPLY SECTION 68 TO MAKE THE SAID ADDITION IN THE APPELLANT'S HAND. TRANSACTIONS PURPORTEDLY EXECUTED BY ENTRY OPERATOR S INVOLVE MULTIPLE LAYERS AND OTHER COMPLEXITIES, INTRODUCING DELAYS I N INTRODUCTION OF UNACCOUNTED CASH/MONEY AND MULTIPLE PLAYERS BEING I NCORPORATED ENTITIES. MEASURES TAKEN BY THE AO IN THE COURSE OF THE ASSESSMENT PROCEEDING FALLS MUCH SHORT OF WHAT IS REQUIRED TO BE DONE IN SUCH CASE LAWS, WHICH HAVE EVOLVED ON THIS ISSUE, CALL FOR CO NCERTED ACTIONS ON THE PART OF THE AO PINPOINTING UTILIZATION OF UNEXPLAINED/UNACCOUNTED/UNTAXED MONEY AND THE PLAYE RS AND THE BENEFICIARIES EFFECTIVELY USING THE WEBLIKE SCHEME TO PLUNDER BLACK MONEY. FOR EXAMPLE INTRODUCTION AND USE OF BLACK MO NEY IN THE PRESENT CASE MAY BE AT A DIFFERENT POINT OF TIME AND IN DIF FERENT HANDS. THE AO'S ACTION IN THE PRESENT CASE CANNOT BE UPHELD IN LAW. I, THEREFORE, DELETE THE ADDITIONS AND GROUNDS OF APPEAL NOS. 3 & 4 ARE ALLOWED.' 4.1. WE FIND THAT THE HON'BLE ALLAHABAD HIGH COURT IN THE CASE OF CIT VS. SOHANLAL SINGHANIA REPORTED IN 235 ITR 616 (ALL) HAD HELD IN THE CONTEXT OF ALLOWABILITY OF DONATION AS DEDUCTION U/ S 80G OF THE ACT THAT THE EXPRESSION 'ANY SUM PAID' USED IN THE SAID SECT ION DENOTES ' SUM OF MONEY PAID' . HENCE IF CERTAIN SHARES WERE DONATED BY A PERSON, THEN THE SAME WOULD NOT FALL ELIGIBLE FOR DEDUCTION U/S 80G OF THE ACT. WE ALSO FIND THAT THE HON'BLE JURISDICTIONAL HIGH COURT IN THE CASE OF JATIA INVESTMENT COMPANY- (CO.) VS. CIT REPORTED IN 206 ITR 718 (CAL) ALSO SUPPORTS THE CASE OF THE ASSESSEE HEREIN, WHEREIN I T WAS HELD AS UNDER: 'IT IS FINALLY EMPHASISED BY LEARNED COUNSEL FOR TH E ASSESSEE THAT THE ULTIMATE RESULT IS THAT THE FIRM BECOMES A DEBTOR T O GB AND CO. AND THE THREE NON-FINANCIAL COMPANIES OF THE GROUP GOT DISC HARGED. LEARNED COUNSEL ALSO EMPHASISED THAT, AT THE WORST, IT CAN BE SAID THAT THE ASSESSEE-FIRM HAS RECEIVED VALUABLE ASSETS BEING TH E SAID SHARES OF THE ITA NO.2095/KOL/2017 M/S KANER INVESTMENTS LTD. . A.Y.2008-09 4 EQUIVALENT VALUE OF THE DEBT TAKEN OVER BY IT FROM THE COMPANIES, I.E., RS. 11.20 LAKHS. THEREFORE, THE QUESTION OF CASH CREDIT DOES NOT COM E IN, THERE BEING NO ACTUAL PASSING OR RECEIPT OF CASH. IN OTHER WORDS, THE TRANSACTIONS ARE MERE BOOK ENTRIES. IT WAS CONTENDED THAT THE FACT T HAT THE ENTRIES PASSED THROUGH THE CASH BOOK COULD NOT DETRACT FROM OR EFF ACE THE ESSENTIAL NATURE OF THE ENTRIES. IT WAS ALSO URGED THAT THE E NTRIES WERE PASSED THROUGH THE CASH BOOK SO THAT THE REPAYMENT OF LOAN S BY THE SAID THREE COMPANIES COULD BE ESTABLISHED BEFORE THE RESERVE B ANK OF INDIA. BUT, ACCORDING TO SHRI BAJORIA, THAT DOES NOT MEAN THAT IT AMOUNTS TO AN ARTIFICE EMPLOYED TO DECEIVE ANY AUTHORITIES, BECAU SE THE TRANSACTIONS SHOWING THE AMOUNT AS RECEIVED IN CASH AND PAID AWA Y SPONTANEOUSLY AND SIMULTANEOUSLY WERE NOT ACTUAL BUT ONLY NOTIONA L. HE, HOWEVER, STATED THAT, AS FAR AS THE QUESTION OF SECTION 68 IS CONCERNED, THE NATURE OF THE TRANSACTIONS AND THE ENTRIES CLEARLY SHOW TH AT NO CASH, IN FACT, FLOWED. IT WAS FURTHER STRESSED THAT THE TRANSACTIO NS ARE ABOVE BOARD. NO OUTSIDER IS INVOLVED. THE ENTRIES WERE MADE IN THE BOOKS OF THE CONCERNS OF THE SAME GROUP. THE SHARES IN QUESTION WERE ALSO OF THE COMPANIES OF THE GROUP. THERE WAS NO ATTEMPT AT HIDING THE TRANS ACTIONS. NOR IS IT THE CASE OF ANY OF THE PARTIES TO THE TRANSACTION THAT THERE WAS ANY PASSING OF CASH. EVERY PARTY UNEQUIVOCALLY STATED THAT THE TRA NSACTIONS WERE CARRIED INTO EFFECT MERELY BY WAY OF ADJUSTMENTS OF THE SAI D LOANS AND THE SHARE TRANSFERS. SHRI A. C. MOITRA, THE LEARNED ADVOCATE FOR THE REV ENUE, REITERATED THE GROUNDS ON WHICH THE TRIBUNAL HAS AFFIRMED THE ADDI TION OF THE AMOUNT OF RS.11.20 LAKHS AS UNEXPLAINED CASH CREDIT. HE PA RTICULARLY EMPHASISED THAT THE ASSESSEE'S CONTENTION THAT THE ENTRIES ARE ONLY ADJUSTMENT ENTRIES IS NOT ACCEPTABLE, BECAUSE THE A DJUSTMENT ENTRIES ARE NOT MADE THROUGH THE CASH BOOK. IT IS AN ACCEPTED P RINCIPLE OF ACCOUNTING THAT BOOK ADJUSTMENTS AND THE ENTRIES IN EFFECTING THEM ARE MADE BY JOURNAL ENTRIES AND NOT CASH ENTRIES. HE UR GED THAT THE PURPORTED MOTIVE OF THE ENTRIES BEING THE REDUCTION OF LOANS OF THE THREE LIMITED COMPANIES DOES NOT EXPLAIN THE WHOLE MATTER , BECAUSE THE ENTRIES ARE CASH ENTRIES. THE FACT REMAINS THAT, AT EVERY S TAGE, THE PARTIES SHOWED THE PAYMENTS AND RECEIPTS OF CASH EVEN WHEN THERE WAS NO CASH AVAILABLE FOR SUCH ENTRIES. THIS QUITE JUSTIFIES TH E ADDITION AS SUSTAINED BY THE TRIBUNAL. WE HAVE PERUSED THE ASSESSMENT ORDER CAREFULLY. WE FIND THAT CASH DID NOT PASS AT ANY STAGE THOUGH ENTRIES WERE MADE IN T HE CASH BOOK SHOWING PAYMENTS AND RECEIPTS; BUT SINCE THE ENTRIES MADE A COMPLETE ROUND, NO PASSING OF CASH WAS NECESSARY FOR THE PURPOSE OF MA KING THE ENTRIES. THAT THERE WAS NO PASSING OF CASH IS ALSO ADMITTED BY THE INCOME- TAX OFFICER HIMSELF. WE HAVE ALREADY EXTRACTED THE OBSE RVATION OF THE INCOME- TAX OFFICER IN PARAGRAPH 14 OF HIS ASSESSME NT ORDER. THE INCOME- TAX OFFICER HAS CLEARLY OPINED THAT ALL THE RESPECTIVE PARTIES DID NOT RECEIVE CASH NOR DID PAY CASH AS NONE HAD ANY C ASH FOR THE ITA NO.2095/KOL/2017 M/S KANER INVESTMENTS LTD. . A.Y.2008-09 5 PURPOSE.THE ONLY POINT IN THE ASSESSMENT ORDER IS T HAT THE ENTRIES NOT INVOLVING THE PASSING OF CASH SHOULD NOT HAVE FOUND A PLACE IN THE CASH BOOK, BUT IN THE LEDGER ACCOUNT THROUGH JOURNAL ENT RIES. THERE IS ANOTHER SELF- CONTRADICTION IN THE INCOME-TAX OFFICER'S FIN DING THAT, IF THERE WAS NO REAL CASH ENTRY ON THE CREDIT SIDE OF THE CASH B OOK, BUT MERELY A NOTIONAL OR FICTITIOUS CASH ENTRY, AS ADMITTED BY H IM, THERE IS NO REAL CREDIT OF CASH TO ITS CASH BOOK ; THE QUESTION OF I NCLUSION OF THE AMOUNT OF THE ENTRY AS UNEXPLAINED CASH CREDIT CANNOT ARISE. ONE OF THE GROUNDS OF THE TRIBUNAL FOR DISBELIEVING THE ASSESSEE'S CASE IS THAT THE ADJUSTMENT ENTRIES WERE MADE BY NOTIONAL C ASH ENTRIES WITH A VIEW TO BRINGING DOWN THE DEBT-AND-CAPITAL RATIO, I .E., THAT WHILE BEING DISCHARGED OF THE DEBT THE SAID COMPANIES ALSO JETT ISONED THEIR ASSETS, I.E., THE SHARES HELD BY THEM OF EQUIVALENT SUM WIT HOUT ACHIEVING THE AVOWED PURPOSE. HERE THE TRIBUNAL CERTAINLY MISDIRE CTED ITSELF. THE RATIO TO BE REDUCED IS OF THE LOAN IN RELATION TO THE SHA RE CAPITAL AND THE RESERVES. JETTISONING THE SHARES HAD THE DESIRED EF FECT OF REDUCING THE BORROWED CAPITAL. AGAIN, AS REGARDS THE TRIBUNAL'S REFUSAL TO TAKE NO TICE OF THE DIRECTIONS OF THE RESERVE BANK, IT IS NOT CORRECT FOR THE TRIB UNAL TO HOLD THAT THE SAID DOCUMENT WAS A NEW EVIDENCE IN THE TRUE SENSE OF THE TERM. THE ASSESSEE HAS BEEN CONSISTENTLY PLEADING BEFORE THE LOWER AUTHORITIES THAT THE ENTRIES HAD TO BE MADE IN ORDER TO BRING THE CO MPANIES IN CONFORMITY WITH THE SAID DIRECTION. MOREOVER, THE DIRECTION OF THE RESERVE BANK IS A PUBLIC DOCUMENT WITHIN THE MEANING OF SECTION 74 OF THE EVIDENCE ACT, 1872. DOCUMENTS OF A PUBLIC NATURE AND PUBLIC AUTHO RITY ARE GENERALLY ADMISSIBLE IN EVIDENCE SUBJECT TO THE MODE OF PROVI NG THEM AS LAID DOWN IN SECTIONS 76 AND 78 OF THE EVIDENCE ACT. IN OUR VIEW, THE EFFECT AND IMPORT OF THE TRANSACTI ONS IS THAT THE ASSESSEE TOOK OVER THE LIABILITY OF THE AFORESAID NON-FINANC IAL COMPANIES TO GB AND CO. IN EXCHANGE FOR THE SHARES AS AFORESAID. IN THE PREMISES, WE ANSWER ALL THE QUESTIONS, IN TH E AFFIRMATIVE AND IN FAVOUR OF THE ASSESSEE AND AGAINST THE REVENUE.' 4.2. IT WOULD BE PERTINENT TO NOTE THAT IN THE INST ANT CASE, THE LD. AO HAD NOT DOUBTED THE INVESTMENT MADE IN SHARES BY THE AS SESSEE COMPANY. THERE IS NO DISPUTE RAISED BY THE LD. AO WITH REGAR D TO NUMBER OF SHARES; VALUE THEREON INVESTED BY THE ASSESSEE COMP ANY. WE ALSO FIND THAT THE CO-ORDINATE BENCH DECISION OF PUNE TRIBUNA L IN THE CASE OF KANTILAL AND BROS. VS. ACIT REPORTED IN 52 ITD 412 (PUNE TRIB.) ALSO SUPPORTS THE CASE OF THE ASSESSEE. 4.3. IN VIEW OF THE AFORESAID OBSERVATIONS, IN THE FACTS AND CIRCUMSTANCES OF THE CASE AND RESPECTFULLY FOLLOWING THE AFORESAI D JUDICIAL PRECEDENTS RELIED UPON HEREINABOVE, WE HOLD THAT THE LD. AO HA D ERRONEOUSLY INVOKED THE PROVISIONS OF SECTION 68 OF THE ACT TO THE FACTS OF THE INSTANT ITA NO.2095/KOL/2017 M/S KANER INVESTMENTS LTD. . A.Y.2008-09 6 CASE, WHICH, IN OUR CONSIDERED OPINION, ARE NOT AT ALL APPLICABLE HEREIN. THIS IS A SIMPLE CASE OF ACQUIRING SHARES OF CERTAI N COMPANIES FROM CERTAIN SHAREHOLDERS WITHOUT PAYING ANY CASH CONSID ERATION AND INSTEAD THE CONSIDERATION WAS SETTLED THROUGH ISSUANCE OF S HARES TO THE RESPECTIVE PARTIES. MOREOVER, IN THE BALANCE SHEET OF THE ASSESSEE COMPANY IN THE SCHEDULE TO SHARE CAPITAL, IT IS VER Y CLEARLY MENTIONED BY WAY OF NOTE THAT THE FRESH SHARE CAPITAL WAS RAISED DURING THE YEAR FOR CONSIDERATION OTHER THAN CASH. HENCE WE HOLD THAT P ROVISION OF SECTION 68 OF THE ACT ARE NOT APPLICABLE IN THE INSTANT CASE AND ACCORDINGLY THE ENTIRE ADDITION DESERVES TO BE DELETED WHICH HAS RI GHTLY BEEN DONE BY THE LD. CIT(A) WHICH DOES NOT REQUIRE ANY INTERFERENCE. ACCORDINGLY, GROUNDS RAISED BY THE REVENUE ARE DISMISSED. 7.AS THE ISSUE IS SQUARELY COVERED IN FAVOUR OF ASS ESSEE BY THE JUDGMENT OF THE COORDINATE BENCH IN M/S ANAND ENTERPRISES LTD.( SUPRA) AND THERE IS NO CHANGE IN FACTS AND LAW AND THE LD. DR FOR THE REVE NUE HAS NOT CONTROVERTED THE FINDINGS OF THE ORDER OF TRIBUNAL (SUPRA). THER EFORE, RESPECTFULLY FOLLOWING THE ORDER OF THE COORDINATE BENCH IN M/S ANAND ENTERPRISES LTD.(SUPRA), WE UPHOLD THE IMPUGNED ORDER OF THE LD . CIT(A) AND DISMISS GROUND NOS. 1, 2, 3& 4 OF THE REVENUES APPEAL. 8. IN THE RESULT, THE APPEAL FILED BY THE REVENUE I S DISMISSED. ORDER PRONOUNCED IN THE OPEN COURT ON THIS 23/ 01/2 019. SD/- (A.T. VARKEY) SD/- (DR. A.L.SAINI) / JUDICIAL MEMBER / ACCOUNTANT MEMBER /KOLKATA ; DATED 23/ 01/2019 SB , SR.PS. / COPY OF THE ORDER FORWARDED TO : 1. / THE ASSESSEE- ITO, WARD-1(4), KOLKATA 2. / THE RESPONDENT.- M/S KANER INVESTMENTS LTD. 3. $ ( ) / THE CIT(A), :KOLKATA. 4. $ / CIT 5. % & , , / DR, ITAT, KOLKATA 6. & '( / GUARD FILE. ITA NO.2095/KOL/2017 M/S KANER INVESTMENTS LTD. . A.Y.2008-09 7 ASSISTANT REGISTRAR I.T.A.T., KOLKATA BENCHES, KOLKATA //TRUE COPY// BY ORDER