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3.9 Learned CIT(A) distinguished the authorities on which reliance was placed by the assessee and upheld the view taken by the AO. The finding of the learned CIT(A) after considering various cases has been recorded in para 21 of her order, which is as under:

21. Keeping in mind the analyses of the case laws cited by the appellant, the question of fact whether the sale of the Sonepat plant was a 'slump sale' or not, can be now taken up for discussion. I find that the case of the case law cited by the appellant related to the sale of a going concern, a whole concern, or a realization sale. The key factor was not that there was a lump sum consideration but the fact that the business as a whole concern was sold. In the instant case before me, I find that the appellant has sold one of its units (lamp division) located at Sonepat. It was not a case of a sale of an entire business or a whole business. It was not a realization sale, or a sale of a whole concern as a going concern. In the world of modern business, it is not uncommon to find companies deciding to sell or hive off, one or more of its units for various commercial reasons, which could range from cutting down losses, to making profits, or mobilizing cash resources, for business needs. Such transaction would not be in the nature of a 'slump sale' on a sale of a going concern. I also find that the appellant itself was not even treating the Sonepat unit as a separate, independent business concern/entity. This is reflected in the balance sheet of the appellant in which the fixed assets are shown in a consolidated manner for the company as a whole and not shown separately for the Sonepat unit. In the light of the foregoing discussion, I do not consider the sale of Sonepat unit as a 'slump sale'.

12. In pursuance to the above resolution, an agreement was entered into on 20th May, 1998 between the assessee company and the transferee company i.e. Osram India (P) Ltd. The preamble of the agreement discloses the intention of the parties in following terms:

Whereas ECE intends to sell all its lamp activities, as a going concern, namely, the lamp manufacturing activities in Sonepat and the sales activities for lamps according to the terms and conditions of this agreement to Osram; and Whereas Osram intends to buy from ECE all the lamp activities, namely, the lamp manufacturing activities, in Sonepat and the sales activities for lamps according to the terms and conditions of this agreement.

2.2 ECE shall sell and transfer at the closing date to Osram, free and clear of encumbrances full title and ownership of all machinery and equipment existing and/or used by ECE in its entire lamp business operation and located at third parties or outside the site listed in Annex. 1, hereinafter jointly referred to as "lamp equipment outside Sonepat". Enclosed Annex. 3 lists the equipment outside Sonepat, indicating the address and (where applicable) name of the third party being in possession at the closing date.

2.3 ECE warrants and represents that the Sonepat lamp equipment and the lamp equipment outside Sonepat to be transferred according to Chapters 2.1 and 2.2, hereinafter jointly referred to as "lamp equipment" fully represent the assets used by ECE in the entire business for the manufacture of lamps to be manufactured and sold by Osram and thus puts Osram in the position to continue this business on an ongoing basis without any disruption. The lamp equipment is in normal working condition as on the closing date.