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The assessee submitted that the division was sold without transferring the loan liability of the said unit. The transferee took over only specified current assets after the inspection along with the related current liabilities as appearing on closing date. Accordingly the assessee continued to hold the current assets and current liabilities in the books of accounts not taken over by the transferee. In other words the assessee transferred the land, depreciable fixed assets and specified net current assets. As a result of sale of Short Term Capital Gains (STCG for short) was offered on the transfer of land and sale consideration of depreciable assets was adjusted with the WDV for the relevant block of assets. The profit arose on the transfer of net current assets, tax under the business head was offered. In view of above, the assessee submitted that the transaction of transfer of its undertaking was out of the purview of slump sale and consequently the provisions of Sec. 50B of the Act are not attracted. However, the AO disagreed with the clarification of the assessee, particularly for contents of the clause 3.2 of the agreement, which is reproduced below:-

"8.13 In the case of appellant also the specific consideration/value has been assigned to each individual assets. The consideration for the land has been specifically mentioned as per the valuer's report. The appellant had not transferred the undertaking with all the assets and liabilities. All the financial assets available to the appellant upto the date of transaction were not transferred but had been retained by the appellant. Further, the appellant had assumed all the liabilities including the statutory liabilities till the date of transfer. Therefore, it could not be said that the transfer was a slump sale within the meaning of Sec. 50B of the Act. In view of facts in the case of appellant and in view of decisions of Hon'ble ITAT, Kolkata and ITAT, Cochin, it is held that in the case of appellant there was no slump sale of undertaking but the itemized sale of assets and therefore, the provisions of Sec. 50B are not applicable in the appellant case. The AO is directed to compute the income of the appellant accordingly without invoking provisions of Sec. 50B of the Act. The ground no. 1 to 4 are allowed."

From the aforesaid definition of slump sale and undertaking", it is clear that the provision of Sec/ 50B of the Act will be attracted when an undertaking is transferred for lump sum consideration without values being assigned to the individual assets and liabilities in such sales. In the instant case the transferee has taken over all fixed assets, specified current assets and not taken over all the loan and liabilities. Therefore in our considered view the transaction of sale of the fixed and current assets is out of the purview of slump sale as specified under section 50B of the Act. We are also putting our reliance in the case of DCIT v. Tongani Tea Co. Ltd., (2015) 63 taxmnn.com 149 (Kol Trib.) The head note reads as under :

Section 2(42C), read with Section 50B, of the Income-tax Act, 1961 - Capital gains -Slump sale (Meaning of) - Assessment year 2000-01 - Assessee-company carried on business of growing and manufacture of tea - It owned two tea gardens - During relevant year, assessee sold one tea estate for a total value of Rs.18 crores - Assessing Officer noted that assessee company sold its entire tea estate as a going concern basis - He thus opined that it was a case of slump sale - Accordingly, Assessing Officer added certain amount to assessee's taxable income under section 50B It was noted from records that assessee had not sold all assets belonging to tea estate - Moreover, total consideration stipulated for transfer of estate had been split over different assets, both movable and immovable - Whether on facts, it was not a case of slump sale merely for reason that tea estate was transferred to buyer as going concern - Held, yes - Whether, therefore, DCIT Cir-11, Kol. v. M/s Xpro India Ltd. Page 8 impugned addition was to be deleted - Held, yes [Paras 18 and 20] [In favour of assessee] Relying in the above decision, we do not find any infirmity in the decision of the ld. CIT(A). Hence we dismiss the ground of Revenue's appeal.