GHARSE ONLINE SERVICES P.LTD, MUMBAI V. ITO 8(1)(4), MUMBAI

ITA 460/MUM/2012

• Counselvise Citation: [2015] 134 COUNSELVISE.COM (IT) 2129 (ITAT-MUMBAI)
• Duration Of Justice: 3 year(s) 10 month(s) 9 day(s)
• Appeal Type: Income Tax Appeal
• Pronouncement Date: 30-11-2015
• Appeal Filed By: Assessee
• Order Result: Dismissed
• Bench Allotted: G
• Next Hearing Date: 21-04-2015
• Assessment Year: 2008-2009
• Appeal Filed On: 20-01-2012
• Result in Favour of: Revenue
• Court: TRIBUNAL
• Keywords: Share purchase agreement; Cost of acquisition; Commercial expediency
• Section: 143(3)

Judgement Text

G IN THE INCOME TAX APPELLATE TRIBUNAL G BENCH, MUMBAI BEFORE SHRI AMIT SHUKLA, JUDICIAL MEMBER AND SHRI RAMIT KOCHAR, ACCOUNTANT MEMBER ./ I.T.A. NO. 460 /MUM/2012 ( / ASSESSMENT YEAR : 2008-09) GHARSE ONLINE SERVICES PVT. LTD., A-21, IST FLOOR, GHANSHYAM INDUSTRIAL ESTATE, OFF VEERA DESAI ROAD, ANDHERI (W), MUMBAI 400 053 / V. I.T.O. 8(1)(4), ROOM NO. 207, 2 ND FLOOR, AAYAKAR BHAVAN, M.K. ROAD, CHURCHGATE, MUMBAI 400 020. ./ PAN :AABCG8546P ( / APPELLANT ) .. ( / RESPONDENT ) ASSESSEE BY NONE REVENUE BY : SHRI RAJESH OJHA / DATE OF HEARING : 04-11-2015 / DATE OF PRONOUNCEMENT : 30-11-2015 / O R D E R PER RAMIT KOCHAR, ACCOUNTANT MEMBER : THIS APPEAL, FILED BY THE ASSESSEE COMPANY, BEING I TA NO. 460/MUM/2012, IS DIRECTED AGAINST THE ORDER DATED 2 4-10-2011 PASSED BY THE LEARNED COMMISSIONER OF INCOME TAX(APPEALS)- 16 , MUMBAI (HEREINAFTER CALLED THE CIT(A)), FOR THE ASSESSMENT YEAR 2008- 09. 2. THE GROUNDS OF APPEAL RAISED BY THE ASSESSEE COM PANY IN THE MEMO OF APPEAL FILED READ AS UNDER:- ITA 460 /M/12 2 1) ON THE FACTS & CIRCUMSTANCES OF THE CASE THE ASSESSM ENT ORDER PASSED U/S.143(3) FOR THE AFORESAID ASSESSMENT YEAR B Y THE LEARNED ASSESSING OFFICER SHOULD BE ANNULLED AS THE SAME IS ILLEGAL & VOID ABINITIO. 2) ON THE FACTS & CIRCUMSTANCES OF THE CASE THE AND IN L AW, THE LEARNED ASSESSING OFFICER ERRED IN DISALLOWING SHOR T TERM CAPITAL LOSS OFRS.36,78,000/-. 3) ON THE FACTS & CIRCUMSTANCES OF THE CASE THE AND IN L AW, THE LEARNED ASSESSING OFFICER ERRED IN ADDING SHORT TER M CAPITAL GAIN OF RS.3,22,000/-. 4) ON THE FACTS & CIRCUMSTANCES OF THE CASE AND IN L AW THE LEARNED ASSESSING OFFICER MISLED HIMSELF ON VARIOUS COUNTS A ND FAILED TO APPRECIATE THE FACTS OF THE CASE IN THEIR PROPER & JUD ICIAL PERSPECTIVE. 5) YOUR APPELLANT THEREFORE PRAYS THAT: A) THE LEARNED ASSESSING OFFICER FOR THE ASSESSMENT YEAR 2008-09 ASSESSMENT ORDER PASSED U/S.143(3) BE ANNULLED AS THE SAME IS ILLEGAL & VOID AB-INITIO. B) DISALLOWANCE OF SHORT TERM CAPITAL LOSS OF RS.36,7 8,000/- BE DELETED, AND THE SAID LOSS BE ALLOWED AS CLAIMED BY THE APPELLANT FIRM. C) ADDITION OF SHORT TERM CAPITAL GAIN OF RS.3,22,000 /- BE DELETED. 3. THE BRIEF FACTS OF THE CASE ARE THAT DURING THE COURSE OF ASSESSMENT PROCEEDINGS U/S 143(3) READ WITH SECTION 143(2) OF THE INCOME TAX ACT, 1961(HEREINAFTER CALLED THE THE ACT), IT WAS OBSE RVED BY THE LEARNED ASSESSING OFFICER (HEREINAFTER CALLED THE A.O.) T HAT THE ASSESSEE COMPANY HAS CLAIMED TO HAVE INCURRED SHORT TERM CAPITAL LOSS OF RS. 36,78,000/-. THE ASSESSEE COMPANY WAS ASKED TO EXPLAIN THE SAME AND THE ASSESSEE COMPANY SUBMITTED THE FOLLOWING DETAILS: NAME OF COMPANY DATE OF ACQUISITION QUANTITY ACQ COST SALE DATE SALES CONSIDERATION CAPITAL GAIN BROADBAND PACENET 18.07.07 3200 32,000 23.07.07 32,640 640 ITA 460 /M/12 3 -DO- 18.07.07 3,200 32,000 23.07.07 32640 640 -DO- 18.07.07 3,300 33,000 23.07.07 33660 660 -DO- 18.07.07 100 1,000 23.07.07 1020 20 -DO- 18.07.07 100 1,000 23.07.07 1020 20 -DO- 18.07.07 100 1,000 23.07.07 1020 20 -DO- 18.07.07 400000 50,00000 07.08.07 40,80,000 -9 ,20,0000 -DO- 18.07.07 1200000 1,50,00,000 07.08.07 1,22,40, 000 -27,60,000 2,01,00,000 1,64,22,000 -36,78,000 THE A.O. OBSERVED THAT THE ASSESSEE COMPANY HAS PUR CHASED 10,000 SHARES OF BROADBAND PACENET INDIA PVT. LTD.(HEREINAFTER CA LLED BPIPL) ON 18-07- 2007 @ RS. 10/- PER SHARE AND ON THE SAME DAY, THE ASSESSEE BPIPL @ RS. 12.50 PER SHARE. IT WAS ALSO OBSERVED BY THE A.O. THAT THE ASSESSEE COMPANY HAD SOLD PART OF THESE SHARES OF BPIPL I.E. 10,000 SHARES ON 23.07.2007 @ RS. 10.20 PER SHARE AND ON 07.08.07 IT HAD SOLD 16,00,0 00 SHARES OF BPIPL @ RS. 10.20 PER SHARE. THUS, AS PER THE AO,IT IS CLEAR TH AT THE ASSESSEE COMPANY HAD PURCHASED 10,000 SHARES OF BPIPL ON 18.07.07 @ RS. 10/- PER SHARE AND ON THE SAME DAY IT HAD PURCHASED 16,00,000 SHARES O F BPIPL @ RS. 12.50 PER SHARE WHICH REFLECTED INFLATION OF ACQUISITION COST BY 25% ON THE SAME DAY. IT WAS FURTHER OBSERVED BY THE AO THAT THE ASSESSEE CO MPANY HAD PURCHASED SHARES OF BPIPL ON 18.07.2007 @ RS. 12.50 PER SHARE AND IT HAD SOLD THOSE SHARES AT A LOSS I.E @ 10.20 PER SHARE ON 07.08.200 7 WITHIN A SPAN OF 20 DAYS. THE ASSESSEE COMPANY WAS ASKED TO EXPLAIN TH E BASIS OF PRICE DIFFERENTIAL ON THE SAME DATE AS WELL AS ON 07.08.2 007 RESULTING IN LOSSES I.E. SELLING THE SHARES OF BPIPL @ RS. 10.20 WHICH WERE PURCHASED JUST BEFORE 20 DAYS @ RS. 12.50 PER SHARE WITH THE BASIS OF VALUAT ION OF SHARES AND OTHER SUPPORTING DOCUMENTARY EVIDENCES TO SUBSTANTIATE TH E REASONS OF PRICE DIFFERENTIAL . IN REPLY, THE ASSESSEE COMPANY SUBMI TTED THAT IT HAD INVESTED RS. 14.59 CRORES IN BPIPL AND WAS ALMOST HOLDING 90 % SHAREHOLDINGS OF BPIPL AND BALANCE SHARES OF BPIPL WERE HELD BY CHUR U TRADING CO. PVT. LTD.(HEREINAFTER CALLED CHURU) . IT WAS SUBMITTED BY THE ASSESSEE COMPANY ITA 460 /M/12 4 THAT BPIPL WAS IN FINANCIAL CRUNCH WITH ACCUMULATED LOSS OF RS. 13.88 CRORES, HENCE, THE ASSESSEE COMPANY NEGOTIATED WITH A FOREI GN COMPANY NAMELY BOASTFUL HOLDINGS LIMITED (HEREINAFTER CALLED BOAS TFUL) TO INVEST IN BPIPL. THE ASSSESSEE COMPANY SUBMITTED THAT IT HAD SOLD IT S ENTIRE 90% SHAREHOLDING IN BPIPL TO STELLER INTERACTIVE MEDIA PVT. LTD.(HEREINAFTER CALLED STELLAR) A SISTER CONCERN IN WHICH ITS 99% SHA REHOLDER JASVINDERKAUR KOHLI IS HOLDING 35% SHARES AND BOASTFUL, WHICH HAD PROMISED FOR FINANCIAL INVESTMENT OF RS.41.40 CRORES IN BPIPL. IT WAS FURT HER STATED BY THE ASSESSEE COMPANY THAT THE VALUE OF SHARES OF BPIPL DEALT WAS RS. 3.84 PER SHARE WHICH THE ASSESSEE COMPANY HAD SOLD @ RS. 10.20 PER SHARE TO BOASTFUL AND ITS SISTER CONCERN STELLAR. THE A.O. DID NOT ACCEPT TH E EXPLANATION OF THE ASSESSEE COMPANY DUE TO THE FOLLOWING REASONS:- - THE ASSESSEE HAD STATED THAT THE VALUE OF THE SH ARE WAS ONLY RS.3.84 AND IT HAD PURCHASED @12.50 AND SOLD @ 10.2 0 PER SHARE. THERE APPEARS NO REASON FOR THIS TRANSACTION . - EXCEPT THE ABOVE LETTERS, THE ASSESSEE HAD NOT FU RNISHED ANY DOCUMENTARY EVIDENCE WITH REGARD TO PURCHASING THE SHARES AT THIS MUCH VERY HIGH COST. - THE ASSESSEE HAD STATED THAT IT HAD ENTERED INTO AGREEMENTS FOR THESE TRANSACTIONS. NO PRUDENT BUSINESSMAN WILL KNO WINGLY ENTER INTO ANY TRANSACTION RESULTING INTO LOSS. - NOWHERE THE ASSESSEE HAS PROVED THE GENUINENESS O F TRANSACTION, REGISTRATION OF SHARES, PAYMENT DETAILS, ETC. - THE ASSESSEE HAD DEALT WITH THE SHARES OF M/S. BP IPL (REFERENCE IS MADE TO PARA 3 OF LETTER DT.22.12.2010) OF WHICH THE PROMOTERS OF THE ASSESSEE AND BPIPL ARE SAME. IT HAD SOLD SHA RES TO SIMPL, WHICH IS ALSO A SISTER CONCERN IN WHICH 99% SHAREHO LDER JASVINDERKAUR KOHLI IS HOLDING 35% SHARES. - THE TRANSACTIONS ARE NOT SUPPORTED WITH THE MARKE T SITUATION AND CONDITIONS. ITA 460 /M/12 5 - THE ASSESSEE WAS AWARE THAT IT WILL EARN GOOD QUA NTUM OF CAPITAL GAIN, HENCE, IT HAD PREPARED THE ABOVE EXPLANATION, AS WELL AS THE EXPLANATION PRODUCED BY THE ASSESSEE IS TOTALLY BASELESS AND APPEARS TO BE PREPARED JUST TO EVADE THE LONG TERM CAPITAL GAIN. - PERUSAL OF DETAILS REVEALED THAT THE ASSESSEE HAD INCURRED THE LONG TERM CAPITAL GAIN AMOUNTING TO RS.24,96,000/- ON SALE OF SHARES HOWEVER, TO EVADE THE TAX PAYMENT, IT HAD AR RANGED THE FICTITIOUS SHORT TERM CAPITAL LOSS THROUGH ITS SIST ER CONCERN. ACCORDINGLY, THE A.O. TOOK THE VALUE OF PURCHASE PR ICE OF THE 16,00,000 SHARES PURCHASED BY THE ASSESSEE COMPANY ON 18.07.2007 AT RS. 10/- PER SHARE INSTEAD OF ACQUISITION COST OF RS.12.50 PER SHARE O F BPIPL AND RECOMPUTED THE SHORT TERM CAPITAL GAIN OF THE ASSESSEE COMPANY AMO UNTING TO RS.3,22,000/- INSTEAD OF SHORT TERM CAPITAL LOSS OF RS.36,78,000/ - CLAIMED BY THE ASSESSEE COMPANY AS UNDER:- NAME OF COMPANY DT.OF ACQUISITION QUANTITY RATE OF PURCHASE ACQ COST SALE DATE QUANTITY SOLD RATE OF SALE SALES CONSIDRN CAPITAL GAIN BROADBAND PACENET 18.07.07 10,000 10.00 1,00,000 23.7.07 10,000 10.20 1,02,000 2,000 -DO- 18.07.07 16,00,000 10.00 1,60,00,000 07.08.07 16,00,000 10.20 1,63,20,000 3,20,000 TOTAL 16,10,000 1,61,00,000 16,10,000 1,64,22,0 00 3,22,000 SIMILARLY, IT WAS OBSERVED BY THE AO THAT THE ASSES SEE COMPANY HAS CLAIMED LONG TERM CAPITAL GAIN OF RS. 24,96,000/- (TO BE TA XED @ 10%) AND LONG TERM CAPITAL GAIN OF RS. NIL (TO BE TAXED @ 20% )AS PER THE FOLLOWING DETAILS:- LONG TERM CAPITAL GAIN (TO BE TAXED @10%) NAME OF COMPANY DT.OF ACQUISITION QUANTITY RATE OF PURCHASE ACQ COST SALE DATE QUANTITY SOLD RATE OF SALE SALES CONSIDRN CAPITAL GAIN BROADBAND PACENET 24.03.06 71,01,000 10.00 7,10,10,000 07.8.07 71,01, 000 10.20 7,24,30,200 14,20, 200 -DO- 13.09.04 53,79,000 10.00 5,37,90,000 07.08.07 53,79,000 10.20 5,48,65,800 10,75, 800 TOTAL 1,24,80,000 12,48,00,000 1,24,80,000 12,7 2,96,000 24,96, 000 ITA 460 /M/12 6 LONG TERM CAPITAL GAIN (TO BE TAXED @ 20%) NAME OF COMPANY DT.OF ACQUISITION QUANTITY RATE OF PURCHASE ACQ COST SALE DATE QUANTITY SOLD RATE OF SALE SALES CONSIDRN CAPITAL GAIN BROADBAND PACENET 13.09.04 21,10,000 10.00 2,11,00,000 23.07.07 21,10 ,000 10.00 2,11,00,000 NIL TOTAL 21,10,000 2,11,00,000 21,10,000 2,11,00,0 00 NIL THE A.O. FURTHER OBSERVED THAT THE ASSESSEE COMPANY HAS SOLD 21,10,000 SHARES OF THE BPIPL ON 23 RD JULY, 2007 @ RS. 10/- PER SHARE WHILE ON THE SAME DAY THE ASSESSEE COMPANY HAD ALSO SOLD THE SAM E SHARES OF THE BPIPL @ RS. 10.20 PER SHARE WHILE COMPUTING THE SHORT TER M CAPITAL GAIN. THE ASSESSEE COMPANY SUBMITTED THE DETAILS OF MOVEMENT OF SHARES ALONG WITH COPY OF BANK ACCOUNT STATEMENT REFLECTING THE SALE PROCEEDS. HOWEVER, THE CONTENTION OF THE ASSESSEE COMPANY WAS REJECTED BY THE A.O. ON THE GROUND THAT THE ASSESSEE COMPANY SOLD THE SHARES OF BPIPL @ RS. 10.20 PER SHARE AS WELL IT IS ALSO SHOWING SALE OF SHARES OF BPIPL @ R S. 10.00 PER SHARE ON THE SAME DAY I.E. 23.07.2007. IT WAS HELD THAT THE ASSE SSEE COMPANY HAD DELIBERATELY MANIPULATED THE COST OF SHARES AS WELL AS SALE CONSIDERATION OF SHARES OF BPIPL IN SUCH A WAY THAT IT SHOULD EVADE THE PAYMENT OF TAXES AND THE TRANSACTION IS NOT A GENUINE TRANSACTION . IT W AS HELD BY THE AO THAT THE ASSESSEE COMPANY HAD PRODUCED VARIOUS AGREEMENTS AS A COLORABLE DEVICE TO EVADE THE PAYMENT OF TAX. ACCORDINGLY THE A.O. COMP UTED THE LONG TERM CAPITAL GAIN OF RS.4,22,000/- CHARGEABLE TO TAX @ 2 0% AGAINST NIL LONG TERM CAPITAL GAIN(CHARGEABLE TO TAX @20%) DECLARED BY TH E ASSESSEE COMPANY BY ADOPTING THE DEEMED SALE PRICE W.R.T 21,10,000 SHAR ES OF BPIPL AT RS.10.20 PER SHARE AS AGAINST THE ACTUAL SALE PRICE OF RS.10 /- PER SHARE OF BPIPL UNDER:- LONG TERM CAPITAL GAIN (TO BE TAXED @ 20%) NAME OF COMPANY DT.OF ACQUISITION QUANTITY RATE OF PURCHASE ACQ COST SALE DATE QUANTITY SOLD RATE OF SALE SALES CONSIDRN CAPITAL GAIN BROADBAND 13.09.04 21,10,000 10.00 2,11,00,000 23.7 .07 21,10,000 10.20 2,15,22,000 4,22,000 ITA 460 /M/12 7 PACENET TOTAL 21,10,000 2,11,00,000 21,10,000 2,15,22,0 00 4,22,000 3. AGGRIEVED BY THE ORDERS DATED 27.12.2010 OF THE AO PASSED U/S 143(3) OF THE ACT , THE ASSESSEE COMPANY CARRIED THE MATTER I N APPEAL BEFORE THE CIT(A) AND REITERATED THE SUBMISSIONS BEFORE THE CIT(A) AS MADE BEFORE THE A.O. THE ASSESSEE COMPANY SUBMITTED THAT THE ASSESSEE COMPA NY HAD INVESTED RS. 14.59 CRORES IN BPIPL WHICH WAS IN THE BUSINESS OF A INTERNET SERVICE PROVIDER (ISP IN SHORT) AND THE ASSESSEE COMPANY WA S HOLDING 90% OF SHAREHOLDING OF BPIPL. THE BALANCE 10% OF BPIPL SH ARES WAS HELD BY CHURU, A THIRD PARTY INVESTOR AT AN ACQUISITION CO ST OF RS. 2,00,00,000/- I.E. @ 12.50 PER SHARE. BPIPL WAS IN A FINANCIAL CRUNCH AND HAD CASH LOSS OF RS. 13.88 CRORES AND NEEDED CASH INFUSION TO CARRY ON B USINESS AS A GOING CONCERN. THE ASSESSEE COMPANY SUBMITTED THAT IT SUC CESSFULLY NEGOTIATED WITH A CYPRUS BASED COMPANY BOASTFUL TO INVEST RS. 41.40 CRORES IN BPIPL AS A FINANCIAL INVESTOR. THE ASSESSEE COMPANY FURTHER SUBMITTED THAT IT ENTERED INTO AN SHARE PURCHASE AGREEMENT (SPA IN SHORT) DAT ED 20.7.2007 WITH BOASTFUL TO SELL 21,10,000 SHARES OF BPIPL AT RS. 1 0/- PER SHARE TO BOASTFUL. THE ASSESSEE COMPANY SUBMITTED THAT SHARE SUBSCRIPT ION AGREEMENT (SSA IN SHORT) DATED 20.7.2007 WAS ALSO ENTERED INTO BETWEE N BPIPL, BOASTFUL, STELLER AND THE ASESSEE COMPANY ENABLING BOASTFUL TO INVEST RS. 41.40 CRORES IN BPIPL, AS THE BPIPL WAS BADLY IN NEED OF FUNDS TO C ARRY ON ITS BUSINESS OPERATIONS OF ISP. THUS, THE ASSESSEE COMPANY CONTE NDED THAT AS PER THE SPA, IT WAS AGREED THAT THE ASSESSEE COMPANY SHALL SELL ITS ENTIRE SHAREHOLDING IN BPIPL TO STELLER AND IN ORDER TO FU LFILL THE CONDITIONS OF THE SPA THE ASSESSEE COMPANY TRANSFERRED ITS ENTIRE SHA REHOLDING IN BPIPL CONSTITUTING 1,40,90,000 SHARES TO STELLER @ 10.20 PER SHARE. THE ASSESSEE COMPANY SUBMITTED THAT AS PER SSA , THERE WERE THRE E CONDITIONS PRECEDENT (IN SHORT CP )FOR THE INVESTMENT OF RS. 41.40 CRO RES BY BOASTFUL IN BPIPL ITA 460 /M/12 8 WHICH ARE STIPULATED IN CLAUSE(S) 3.1(B) , 3.1(C) A ND 6.1(B) OF THE SSA. AS CP , THE ASSESSEE COMPANY WAS TO ACQUIRE 16,00,000 SHARE S OF BPIPL FROM CHURU AND THE ASSESSEE COMPANY HAD TO SELL 21,10,000 SHAR ES OF BPIPL TO BOASTFUL @ RS. 10/- PER SHARE. AS CP, THE ASSESSEE COMPANY HAD TRANSFERRED ITS BALANCE SHAREHOLDING IN BPIPL CONSTITUTING 1,40,90, 000 SHARES TO STELLER . THE ASSESSEE COMPANY SUBMITTED THAT THIS TRANSACTIO N WAS APPROVED BY A RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF THE ASSESSEE COMPANY DATED 19 TH JULY,2007 WHICH CATEGORICALLY STATES THE ABOVE STA TED CONDITIONS PRECEDENT(CP) OF THE SSA AS UNDER:- THE BOARD WAS BRIEFED ON THE PROPOSED STRATEGIC INVE STMENTS BY BOASTFUL HOLDING LIMITED IN THE EQUITY CAPITAL OF BROADBAND P ACENET INDIA PVT. LTD. WHICH IS A SUBSIDIARY OF THE COMPANY. IT WAS INFORM ED THAT BOASTFUL HOLDING LIMITED HAS PRESCRIBED ONE OF THE CONDITIONS FOR MAK ING THE INVESTMENTS UNDER WHICH THE COMPANY WAS REQUIRED TO ACQUIRE 16,0 0,000 EQUITY SHARES OF BROADBAND PACENET TRADING COMPANY PVT. LTD. FROM CHU RU TRADING COMPANY PVT. LTD. AND SELL 21,10,000 EQUITY SHARES TO BOASTFU L HOLDING LIMITED. IN THIS CONNECTION, A DRAFT OF AGREEMENT CALLED SUBSCRIP TION AGREEMENT PROPOSED TO BE ENTERED INTO WITH BOASTFUL HOLDING LIM ITED, STELLAR INTERACTIVE MEDIA PVT. LTD. AND GHARSE ONLINE SERVICES PVT. LTD . WAS PLACED BEFORE THE BOARD. THE ASSESSEE COMPANY FURTHER SUBMITTED THAT PURSUAN T TO CLAUSE 3.1(C) OF THE SSA, THE ASSESSEE COMPANY ACQUIRED 16,00,000 SHARES OF BPIPL FROM CHURU @ RS. 12.50 PER SHARE WHICH WAS THE ACQUISITION PRI CE OF CHURU OF SHARES OF BPIPL AND PURSUANT TO CLAUSE 6.1(B) OF THE SSA, TH E ASSESSEE COMPANY TRANSFERRED ITS BALANCE SHAREHOLDING IN BPIPL CONST ITUTING 1,40,90,000 SHARES TO STELLER AS IT WAS A CONDITION PRECEDENT TO THE I NVESTMENT OF RS. 41.40 CRORES BY BOASTFUL INTO BPIPL. THE ASSESSEE COMPANY FURTH ER SUBMITTED THAT TO FULFILL THE CONDITIONS OF CLAUSE 6.1(B) OF THE SSA, THE ASSESSEE COMPANY ACQUIRED 10,000 SHARES OF BPIPL FROM THE PROMOTERS OF BPIPL. PURSUANT TO CLAUSE 3.1 (B) OF THE SSA, THE ASSESSEE COMPANY SOL D 21,10,000 SHARES AT PAR TO BOASTFUL AS A CONDITION PRECEDENT TO THE INVESTM ENT OF RS. 41.40 CRORES BY BOASTFUL TO BPIPL. THUS, IT WAS SUBMITTED THAT THE A.O. HAS WRONGFULLY ITA 460 /M/12 9 DISALLOWED THE CLAIM OF THE ASSESSEE COMPANY BASED ON SURMISES AND IN COMPLETE VIOLATION OF THE PROVISION OF SECTION 48 O F THE ACT BY SUBSTITUTING THE ACTUAL COST OF ACQUISITION OF SHARES FROM CHURU @RS 12.50 PER SHARES TO THE DEEMED COST OF ACQUISITION @RS10 PER SHARE BASED ON THE REASONING THAT THE ASSESSEE COMPANY ACQUIRED 10000 SHARES OF BPIPL FRO M PROMOTER ON THE SAME DAY @RS 10 PER SHARE OF BPIPL. SIMILARLY, THE ASSESSEE COMPANY CONTENDED THAT THE AO HAS SUBSTITUTED THE SELLING P RICE OF THE SHARES OF BPIPL TO BOASTFUL AT DEEMED SELLING PRICE OF RS.10.20 INS TEAD OF ACTUAL SELLING PRICE OF BPIPL SHARES OF RS 10 PER SHARE BASED ON REASONI NG THAT THE SHARES OF BPIPL WERE SOLD ON THE SAME DATE TO STELLAR @RS10.2 0 PER SHARE. 4. THE CIT(A) AFTER GOING THROUGH THE SUBMISSIONS M ADE AND THE TERMS AND CONDITIONS OF THE SPA AND SSA ENTERED INTO BY T HE ASSESSEE COMPANY HELD THAT THE ENTIRE AGREEMENTS ARE BETWEEN THE CLO SELY KNIT ASSOCIATED COMPANIES AND THAT THE ENTIRE AGREEMENT IS WORDED IN SUCH A FASHION THAT THE ASSESSEE COMPANY HAD TO SELL ITS ENTIRE SHAREHO LDING TO STELLER ,WHICH IS A SISTER CONCERN OF THE ASSESSEE COMPANY. THE CIT(A ) ALSO HELD THAT THE ASSESSEE COMPANY ADMITTED THAT THE NET WORTH OF BPI PL WHO HAD INCURRED A HEAVY LOSS WAS RS. 3.84 PER SHARE, THEREFORE, THE E NTIRE AGREEMENT IS BETWEEN THE CLOSELY KNIT ASSOCIATED COMPANIES OF THE ASSESS EE COMPANY AND IT WAS IN THE KNOWLEDGE OF THE ASSESSEE COMPANY THAT THE ACTU AL NET WORTH OF THE SHARES OF ITS SUBSIDIARY COMPANY BPIPL IS MUCH LESS THAN BOTH THE COST PRICE AS WELL AS THE SELLING PRICE OF THE SHARES OF BPIPL IN QUESTION AND HENCE, THE ENTIRE TRANSACTIONS FALLS WITHIN THE AMBIT OF A COL ORABLE DEVICE TO EVADE PAYMENT OF TAXES. IT WAS HELD BY THE CIT(A) THAT IT IS NOT POSSIBLE FOR ANY PRUDENT BUSINESS TO PURCHASE THE SHARES @ RS. 12.50 PER SHARE AND SELL THE SAME AT RS. 10.20 PER SHARE ON THE SAME DAY OF THE SAME COMPANY UNTIL AND UNLESS IT IS FOR SOME ULTERIOR MOTIVES MORE SO WHEN THE TRANSACTION TAKING PLACE WITHIN THE SAME GROUP OF COMPANIES ENTIRELY F OR THE PURPOSES OF SHOWING A CAPITAL LOSS. IT WAS ALSO HELD BY THE CI T(A) THAT THE ASSESSEE ITA 460 /M/12 10 COMPANY SOLD THE SHARES ON 23.07.07 @ RS. 10/- PER SHARE AND ON THE SAME DAY THE ASSESSEE COMPANY SOLD THE SHARES TO THE SAM E COMPANY @ RS. 10.20 PER SHARE. THE RATE ADOPTED BY THE ASSESSEE HAS NO LOGIC EXCEPT STATING THAT THEY WERE UNDER LEGAL OBLIGATION TO DO SO AS PER TH E SSA. IT WAS HELD BY THE CIT(A) THAT THE A.O. IS JUSTIFIED IN TAKING UNIFORM VALUE OF THE SHARE @RS. 10.20 PER SHARE AS UNIFORMITY IS REQUIRED IN BOTH T HE VALUES WHICH THE AO HAS ADOPTED AND THERE IS NO INFIRMITY IN THE ORDER OF T HE A.O. HENCE, THE APPEAL OF THE ASSESSEE COMPANY WAS DISMISSED. 5.AGGRIEVED BY THE ABOVE DECISION OF THE LD. CIT(A) VIDE ORDERS DATED 24.10.2011, THE ASSESSEE COMPANY PREFERRED AN APPEA L BEFORE THE TRIBUNAL. 6.AT THE TIME OF HEARING BEFORE US, NONE APPEARED O N BEHALF OF THE ASSESSEE COMPANY. AS PER THE ORDER SHEET, THE APPEAL WAS ADJ OURNED SEVERAL TIMES EARLIER SINCE 2013 AS THE ASSESSEE COMPANY WAS NOT APPEARING DESPITE SEVERAL NOTICES ISSUED TO THE ASSESSEE COMPANY AND ALSO ADJ OURNMENT WAS SOUGHT BY THE ASSESSEE COMPANY DURING THE COURSE OF LAST HEAR ING ON 21-4-2015 WHEN IT FIRST APPEARED . THEREFORE, WE PROCEED TO DISPOSE O F THE APPEAL AFTER HEARING THE LD. D.R. 7. THE LD. D.R. RELIED UPON THE ORDERS OF AUTHORITI ES BELOW AND SUBMITTED THAT THE A.O. IS QUITE RIGHT IN MAKING THE ADDITION WHICH WAS RIGHTLY CONFIRMED BY THE CIT(A). 8.WE HAVE HEARD THE LD. D.R. AND PERUSED THE MATERI AL PLACED ON RECORD. 9. WE HAVE OBSERVED FROM THE DETAILS AS EMERGING F ROM THE ORDERS OF THE AUTHORITIES BELOW THAT THE ASSESSEE COMPANY SUBMITT ED BEFORE THE AUTHORITIES BELOW THAT THE ASSESSEE COMPANY HAD INVESTED RS. 14 .59 CRORES IN BPIPL WHICH WAS IN THE BUSINESS OF A INTERNET SERVICE PRO VIDER (ISP IN SHORT) AND THE ITA 460 /M/12 11 ASSESSEE COMPANY WAS HOLDING 90% OF SHAREHOLDING O F BPIPL. THE BALANCE 10% OF BPIPL SHARES WAS HELD BY CHURU, A THIRD PAR TY INVESTOR AT AN ACQUISITION COST OF RS. 2,00,00,000/- I.E. @ 12.50 PER SHARE. BPIPL WAS IN A FINANCIAL CRUNCH AND HAD CASH LOSS OF RS. 13.88 CRO RES AND NEEDED CASH INFUSION TO CARRY ON BUSINESS AS A GOING CONCERN. T HE ASSESSEE COMPANY SUBMITTED BEFORE THE AUTHORITIES BELOW THAT IT SUCC ESSFULLY NEGOTIATED WITH A CYPRUS BASED COMPANY BOASTFUL TO INVEST RS.41.40 C RORES IN BPIPL AS A FINANCIAL INVESTOR. THE ASSESSEE COMPANY FURTHER S UBMITTED BEFORE THE AUTHORITIES BELOW THAT IT ENTERED INTO AN SHARE PUR CHASE AGREEMENT (SPA IN SHORT) DATED 20.7.2007 WITH BOASTFUL TO SELL 21,10, 000 SHARES OF BPIPL AT RS. 10/- PER SHARE TO BOASTFUL. THE ASSESSEE COMPANY SU BMITTED BEFORE THE AUTHORITIES BELOW THAT SHARE SUBSCRIPTION AGREEMENT (SSA IN SHORT) DATED 20.7.2007 WAS ALSO ENTERED INTO BETWEEN BPIPL, BOAS TFUL, STELLER AND THE ASESSEE COMPANY ENABLING BOASTFUL TO INVEST RS. 41. 40 CRORES IN BPIPL, AS THE BPIPL WAS BADLY IN NEED OF FUNDS TO CARRY ON ITS BU SINESS OPERATIONS OF ISP. THUS, THE ASSESSEE COMPANY CONTENDED BEFORE THE AUT HORITIES BELOW THAT AS PER THE SPA, IT WAS AGREED THAT THE ASSESSEE COMPAN Y SHALL SELL ITS ENTIRE SHAREHOLDING IN BPIPL TO STELLER AND IN ORDER TO FU LFILL THE CONDITIONS OF THE SPA THE ASSESSEE COMPANY TRANSFERRED ITS ENTIRE SHA REHOLDING IN BPIPL CONSTITUTING 1,40,90,000 SHARES TO STELLER @ 10.20 PER SHARE. THE ASSESSEE COMPANY SUBMITTED BEFORE THE AUTHORITIES BELOW THAT AS PER SSA , THERE WERE THREE CONDITIONS PRECEDENT (IN SHORT CP )FOR THE INVESTMENT OF RS. 41.40 CRORES BY BOASTFUL IN BPIPL WHICH ARE STIPULATED IN CLAUSE(S) 3.1(B) , 3.1(C) AND 6.1(B) OF THE SSA. AS CP , THE ASSESSEE COMPA NY WAS TO ACQUIRE 16,00,000 SHARES OF BPIPL FROM CHURU AND THE ASSESS EE COMPANY HAD TO SELL 21,10,000 SHARES OF BPIPL TO BOASTFUL @ RS. 10 /- PER SHARE. AS CP, THE ASSESSEE COMPANY HAD TRANSFERRED ITS BALANCE SHAREH OLDING IN BPIPL CONSTITUTING 1,40,90,000 SHARES TO STELLER . THE A SSESSEE COMPANY SUBMITTED BEFORE THE AUTHORITIES BELOE THAT THIS TRANSACTION WAS APPROVED BY A RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF THE ASSESSEE COMPANY DATED ITA 460 /M/12 12 19 TH JULY,2007 WHICH CATEGORICALLY STATES THE ABOVE STA TED CONDITIONS PRECEDENT(CP) OF THE SSA AS UNDER:- THE BOARD WAS BRIEFED ON THE PROPOSED STRATEGIC INVES TMENTS BY BOASTFUL HOLDING LIMITED IN THE EQUITY CAPITAL OF BROADBAND PACENET INDIA PVT. LTD. WHICH IS A SUBSIDIARY OF THE COMPANY. IT WAS INFORM ED THAT BOASTFUL HOLDING LIMITED HAS PRESCRIBED ONE OF THE CONDITIONS FOR MAK ING THE INVESTMENTS UNDER WHICH THE COMPANY WAS REQUIRED TO ACQUIRE 16,0 0,000 EQUITY SHARES OF BROADBAND PACENET TRADING COMPANY PVT. LTD. FROM CHU RU TRADING COMPANY PVT. LTD. AND SELL 21,10,000 EQUITY SHARES TO BOASTFU L HOLDING LIMITED. IN THIS CONNECTION, A DRAFT OF AGREEMENT CALLED SUBSCRIP TION AGREEMENT PROPOSED TO BE ENTERED INTO WITH BOASTFUL HOLDING LI MITED, STELLAR INTERACTIVE MEDIA PVT. LTD. AND GHARSE ONLINE SERVICES PVT. LTD . WAS PLACED BEFORE THE BOARD. THE ASSESSEE COMPANY FURTHER SUBMITTED BEFORE THE A UTHORITIES BELOW THAT PURSUANT TO CLAUSE 3.1(C) OF THE SSA, THE ASSESSEE COMPANY ACQUIRED 16,00,000 SHARES OF BPIPL FROM CHURU @ RS. 12.50 PE R SHARE WHICH WAS THE ACQUISITION PRICE OF CHURU OF SHARES OF BPIPL AND PURSUANT TO CLAUSE 6.1(B) OF THE SSA, THE ASSESSEE COMPANY TRANSFERRED ITS BA LANCE SHAREHOLDING IN BPIPL CONSTITUTING 1,40,90,000 SHARES TO STELLER AS IT WAS A CONDITION PRECEDENT TO THE INVESTMENT OF RS. 41.40 CRORES BY BOASTFUL INTO BPIPL. THE ASSESSEE COMPANY FURTHER SUBMITTED BEFORE THE AUTHO RITIES BELOW THAT TO FULFILL THE CONDITIONS OF CLAUSE 6.1(B) OF THE SSA, THE ASSESSEE COMPANY ACQUIRED 10,000 SHARES OF BPIPL FROM THE PROMOTERS OF BPIPL. PURSUANT TO CLAUSE 3.1 (B) OF THE SSA, THE ASSESSEE COMPANY SOL D 21,10,000 SHARES AT PAR TO BOASTFUL AS A CONDITION PRECEDENT TO THE INVESTM ENT OF RS. 41.40 CRORES BY BOASTFUL TO BPIPL. THUS, IT WAS SUBMITTED BEFORE T HE CIT(A) BY THE ASSESSEE COMPANY THAT THE A.O. HAS WRONGFULLY DISALLOWED THE CLAIM OF THE ASSESSEE COMPANY BASED ON SURMISES AND IN COMPLETE VIOLATION OF THE PROVISION OF SECTION 48 OF THE ACT BY SUBSTITUTING THE ACTUAL CO ST OF ACQUISITION OF SHARES FROM CHURU @RS 12.50 PER SHARES TO THE DEEMED COST OF ACQUISITION @RS10 PER SHARE BASED ON THE REASONING THAT THE ASSESSEE COMPANY ACQUIRED 10000 SHARES OF BPIPL FROM PROMOTER ON THE SAME DAY @RS 1 0 PER SHARE OF BPIPL. ITA 460 /M/12 13 SIMILARLY, THE ASSESSEE COMPANY CONTENDED BEFORE TH E CIT(A) THAT THE AO HAS SUBSTITUTED THE SELLING PRICE OF THE SHARES OF BPIP L TO BOASTFUL AT DEEMED SELLING PRICE OF RS.10.20 INSTEAD OF ACTUAL SELLING PRICE OF BPIPL SHARES OF RS 10 PER SHARE BASED ON REASONING THAT THE SHARES OF BPIPL WERE SOLD ON THE SAME DATE TO STELLAR @RS10.20 PER SHARE. WE HAVE OB SERVED THAT THE AUTHORITIES BELOW HAS REJECTED THE ABOVE STATED CON TENTIONS OF THE ASSESSEE COMPANY BY TREATING THESE AGREEMENTS BEING SSA AND SPA AS NON-GENUINE BEING COLORABLE DEVICE TO EVADE PAYMENT OF TAXES AS THE SAME WERE ENTERED INTO BETWEEN THE CLOSELY KNIT COMPANIES AND IT WAS WELL WITH IN KNOWLEDGE OF THE ASSESSEE COMPANY ABOUT THE PRECARIOUS FINANCIAL POSITION OF THE BPIPL AND THAT THE NET WORTH OF THE SAID COMPANY IS RS 3. 84 PER SHARE AND STILL THE SHARES WERE ACQUIRED BY THE ASSESSEE COMPANY AT RS. 12.50 PER SHARE FROM CHURU. WE HAVE OBSERVED THAT THERE IS SPA AND SSA BOTH DAT ED 20-7-2007 ENTERED INTO BY THE ASSESSEE COMPANY WITH BOASTFUL WITH AN OBJECTIVE THAT BOASTFUL WILL INFUSE FUNDS TO THE TUNE OF RS.41.40 CRORES IN TO BPIPL TO ENABLE IT TO CONTINUE OPERATIONS OF ISP. THERE WERE IN ALL FOUR PARTIES WHO ARE SIGNATORIES TO SPA OR SSA DATED 20.07.2007 FOR REVIVAL OF BPIPL OUT OF WHICH THREE ARE CLOSELY KNIT ASSOCIATED CONCERNS/ENTERPRISES NAMEL Y BPIPL, STELLAR AND THE ASSESSEE COMPANY HAVING COMMON SHAREHOLDING WHILE B OASTFUL, THE FOURTH SIGNATORY BEING INCOMING FINANCIAL INVESTOR WAS WIL LING TO INVEST FRESH FUNDS OF RS.41.40 CRORES IN BPIPL TO ENABLE IT TO CONTINU E OPERATIONS OF ISP. NOW, SINCE THREE PARTIES ARE CLOSELY KNIT ASSOCIATED CON CERNS/ENTERPRISES HAVING COMMON OWNERSHIP , THE HEAVY ONUS AND BURDEN FALLS ON THE ASSESSEE COMPANY TO SUBSTANTIATE WITH COGENT EVIDENCES/EXPLA NATIONS THAT THE ENTIRE TRANSACTION IS A GENUINE TRANSACTION AND IS NOT A C OLORABLE DEVICE TO EVADE TAXES . SO FAR AS PROPOSITION THAT BUSINESS DECISIO NS AND TRANSACTIONS BASED ON COMMERCIAL EXPEDIENCY IS TO BE DECIDED BY THE TA XPAYER AND THE REVENUE CANNOT PUT ITSELF INTO THE ARM CHAIR OF THE BUSINES S MAN , WE ARE FULLY ITA 460 /M/12 14 AGREEABLE WITH THE PROPOSITION BUT IT IS INCUMBENT ON THE TAXPAYER TO JUSTIFY AND SUBSTANTIATE THAT THE DECISIONS AND TRANSACTION S ARE BASED ON COMMERCIAL EXPEDIENCY AND ARE NOT COLORABLE DEVICES ENTERED INTO WITH AN INTENT TO EVADE TAXES. THE ASSESSEE COMPANY VIDE TH ESE AGREEMENTS DATED 20- 07-2007 HAD SUCCESSFULLY ARRANGED THE FINANCIAL INV ESTOR BOASTFUL WHO WILL BRING RS.41.40 CRORES IN BPIPL TO ENABLE IT TO CONT INUE ITS OPERATION OF ISP AND ON THE OTHER HAND THE ASSESSEE COMPANY AT THE S AME TIME IS EXITING FROM THE BPIPL COMPLETELY AND SELLING THE ENTIRE SHAREHO LDING IN BPIPL TO ITS SISTER CONCERN STELLAR WHEREBY THE SISTER CONCERN STELLAR WILL PRIMA-FACIE REAP THE FRUITS OF SUCCESS OF BPIPL ALONG WITH BAOSTFUL AS N OW SUFFICIENT FUNDS ARE BEING PUMPED INTO BPIPL BY BAOSTFUL TO CARRY ON ITS OPERATION OF ISP TO REVIVE ISP. THE BURDEN WAS ON THE ASSESSEE COMPANY TO JUST IFY AND SUBSTANTIATE THE GENUINENESS OF REASONS AND ALSO VALUATION OF THE SH ARES TO OFFLOAD ITS ENTIRE STAKE IN BPIPL TO STELLAR AT THIS POINT OF TIME WHE N THE NEW FINANCIAL INVESTOR IS COMING TO REVIVE BPIPL. ALTHOUGH THE ASSESSEE CO MPANY IS EXITING THE BUSINESS OF BPIPL VIDE SPA AND SSA AGREEMENTS BOTH DATED 20.07.2007 BUT THE ASSESSEE COMPANY IS ON THE OTHER HAND MADE OBL IGATED AND BURDENED TO PURCHASE SHARES FROM CHURU @RS 12.50 PER SHARE VIDE THESE SAME AGREEMENTS AND BY THESE SAME AGREEMENTS THE ASSESSE E COMPANY IS COMPELLED TO SELL 21,10,000 SHARES TO BOASTFUL @ RS 10.00 PER SHARE WITHIN A SHORT SPAN OF 20 DAYS LEADING TO CAPITAL LOSS IN TH E FRESH ACQUISITION OF SHARES OF BPIPL FROM CHURU IN THE HANDS OF ASSESSEE COMPAN Y KNOWINGLY WELL THAT IT IS EXITING FROM BPIPL. THE NET WORTH OF THE BPIP L IS RS.3.84 PER SHARE WHICH IS ADMITTEDLY IN THE KNOWLEDGE OF THE ASSESSE E COMPANY AND STILL IT AGREED TO UNDERTOOK THE SAID TRANSACTION OF ACQUISI TION OF SHARES OF BPIPL @RS 12.50 PER SHARES WITH CHURU KNOWINGLY ALSO WELL THAT WITHIN SHORT SPAN OF TIME, IT IS OBLIGATED TO SELL THE SAME SHARES TO BOASTFUL AT RS 10 PER SHARE LEADING TO CAPITAL LOSS. IT IS ALSO NOT BROUGHT ON RECORD BY THE ASSESSEE COMPANY WHY IT BOUGHT THE SHARES FROM CHURU @ RS.12 .5 PER SHARE ALTHOUGH PRESENT NET WORTH OF BPIPL IS RS. 3.84 PER SHARE AND WHAT ITA 460 /M/12 15 NEGOTIATIONS / EFFORTS ARE MADE BY THE ASSESSEE COM PANY TO ACQUIRE THE SHARES FROM CHURU AT OR AROUND THE PRICE BASED ON N ET WORTH OF BPIPL SHARES BEING RS.3.84 PER SHARE AND WHAT COMPELLED I T TO ACQUIRE THE SHARES OF BPIPL @RS 12.50 PER SHARE FROM CHURU WHICH IS ALSO THE ACQUISITION PRICE OF SHARES OF BPIPL BY CHURU. SIMILARLY, WITH RESPECT T O PRICE DIFFERENTIAL ON SALE OF SHARES ON THE SAME DAY I.E PRICE RS.10.0 AND RS .10.2 PER SHARE OF BPIPL SOLD ON 23.07.2007, THE HEAVY ONUS WAS ON THE ASSES SEE COMPANY TO BRING ON RECORD COGENT MATERIAL AND EXPLANATIONS TO SUBSTANT IATE HOW THE VALUATION OF THE SHARES HAVE BEEN ARRIVED AT AND THE REASONS FOR PRICE DIFFERENTIAL ON SALE VALUE ON THE SAME DAY OF THE SHARES OF THE SAME COM PANY. THUS, UNDER THESE CIRCUMSTANCES , HEAVY ONUS AND BURDEN WAS ON THE AS SESSEE COMPANY TO SUBSTANTIATE AND JUSTIFY WITH COGENT MATERIAL AND E VIDENCES THAT THESE AGREEMENTS NAMELY SPA AND SHA BOTH DATED 20-07-2007 ARE GENUINE AGREEMENTS AND ARE NOT COLORABLE DEVICES AND MORE S O WHEN THREE PARTIES OUT OF FOUR INCLUDING ASSESSEE COMPANY WERE ASSOCIATED CONCERNS/ENTERPRISES .IN OUR CONSIDERED VIEW , THE ASSESSEE COMPANY FAILED T O DISCHARGE THE BURDEN CAST ON IT AS STATED ABOVE AND RATHER IT WAS MEREL Y STATING THAT THERE WERE AGREEMENTS NAMELY SHA AND SPA BOTH DATED 20-07-2007 AND THE TRANSACTION WERE CARRIED AS PER THESE AGREEMENTS . WE DO NOT FI ND ANY INFIRMITY IN THE ORDERS PASSED BY THE LD. CIT(A) AND ACCORDINGLY WE UPHOLD THE SAME. WE ORDER ACCORDINGLY. 10. IN THE RESULT, THE APPEAL FILED BY THE ASSESSEE COMPANY IS DISMISSED. ORDER PRONOUNCED IN THE OPEN COURT ON 30 TH NOVEMBER, 2015. # $% &' 30-11-2015. ( ) SD/- SD/- - (AMIT SHUKLA) (RAMIT KOCHAR) JUDICIAL MEMBER ACCOUNTANT MEMBER $ MUMBAI ; & DATED 30-11-2015 [ ITA 460 /M/12 16 .9../ R.K. R.K. R.K. R.K. , EX. SR. PS !'#$%&%# / COPY OF THE ORDER FORWARDED TO : 1. / THE APPELLANT 2. / THE RESPONDENT. 3. : ( ) / THE CIT(A)- CONCERNED, MUMBAI 4. : / CIT- CONCERNED, MUMBAI 5. =>( 99?@ , ?@ , $ / DR, ITAT, MUMBAI H BENCH 6. (BC D / GUARD FILE. / BY ORDER, = 9 //TRUE COPY// / ( DY./ASSTT. REGISTRAR) , $ / ITAT, MUMBAI