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Further, the whole purchase consideration is considered by the assessee during A.Y. 2021-21 against the sale price during the year under consideration.

The share transfer has already completed during the A.Y. 2021-22 only and as per provision of sub-section 1 of section 45 of the Act, the transfer has been completed in A.Y. 2021-22 only.

Further, the assessee has received the deferred consideration on 18th May, 2021 which is much before the filing of return for A.Y. 2021-22. Hence, the total consideration including deferred consideration is already received by the assessee and assessee has to offer the same in A.Y.2021-22 as per provision of sub-section 1 of section 45 of the I.T.Act read with relevant DTAA. Hence in this case, deferred consideration is nothing but amount which was accrued to the assessee to be received in future period of 18 months only.

6. The Ld.AR respectfully relied on the following judgements: -

6.1 Commissioner of Income-tax-8, Mumbai vs Mrs. Hemal Raju Shete (2016) 68 taxmann.com 319 (Bombay):

"8. In the present case, from the reading of the above clauses of the agreement the deferred consideration is payable over a period of four years i.e. 2006-07, 2007-08, 2008-09 and 2009-10. Further the formula prescribed in the agreement itself makes it clear that the deferred consideration to be received by the respondent-assessee in the four years would be dependent upon the profits made by M/s. Unisol in each of the years. Thus in case M/s. Unisol does not make net profit in terms of the formula for the year under consideration for payment of deferred consideration then no amount would be payable to the respondent- assessee as deferred consideration. The consideration of Rs.20 crores is not an assured consideration to be received by the Shete family. It is only the maximum that could be received. Therefore, it is not a case where any consideration out of Rs.20 crores or part thereof (after reducing Rs.2.70 crores) has been received or has accrued to the respondent- assessee. As observed by the Apex Court in Morvi Industries Ltd. v. C7T [19711 82 ITR 835. "The income can be said to accrue when it becomes due.... The moment the income accrues, theassessee gets vested right to claim that amount, even though not immediately." In fact the application of the formula in the agreement dated 25th January, 2006 itself makes the amount which is receivable as deferred consideration contingent upon the profits of M/s. Unisol and not an ascertained amount. Thus in the subject assessment year no right to claim any particular amount gets vested in the hands of the respondent- assessee. Therefore, entire amount of Rs.20 crores which is sought to be taxed by the Assessing Officer is not the amount which has accrued to the respondent- assessee. The test of accrual is whether there is a right to receive the amount though later and such right is legally enforceable. In fact, as observed by the Supreme Court in E.D. Sassoon & Co. Ltd. v. CIT [19541 26 ITR 27 "It is clear therefore that income may accrue to an assesee without the actual receipt of the same. If the assessee acquires a right to receive the income, the income can be said to have accrued to him though it may be received later on its being ascertained. The basic conception is that he must have acquired a right to receive the income. There must be a debt owed to him by somebody. There must be as is otherwise expressed debitum in present! solvendum in futuro .... .... ....".

if in all the Revenue Periods, the Revenue reflected in the agreed Revenue certificate for such Revenue period was lower than the 2019 Revenue, the deferred consideration payout/if any, shall occur at the end of the deferred consideration period in accordance with sub-clause(c) and (d) of the said clause 2.6. As per clause 2.6 (c) if the Revenue reflected in the agreed Revenue Certificate did not exceed the Target Revenue, the Purchaser shall not be obligated to pay any portion of the deferred consideration to the Sellers. If this contingency occurs, then the assessee would not receive any part of the deferred consideration. Hence, it is not merely the point of time and quantum of consideration but also the right to receive deferred consideration which was contingent. As per SPA clause 2.6(d), if during this period any one or more of the agreed Revenue Certificates reflects Revenue higher than the Target Revenue but lower than the 2019 Revenue, then, the manner of determination of the quantum of deferred consideration and its time of accrual shall be as prescribed therein. We find that as per section 45 of the Act, any profits or gains arising from the transfer of a capital asset shall be chargeable to income-tax in the previous year in which the transfer took place, such capital gains has to be computed as per section 48 of the Act. It is well settled by now that, the charging provision and the computation provision has to be read together. A bare perusal of section 48 shows that such income has to be computed by deducting from the "full value of consideration received or accrued as a result of the transfer of the capital asset"

Huntsman Investments (Netherlands) BV the specified heads of expenses/cost as provided therein. Therefore, what is relevant is the full value of consideration 'received' or 'accruing' as a result of the transfer. In the present case, it is an admitted position that the deferred consideration was not received during the previous year relevant to AY 2021-22. Hence, the issue is whether such consideration could be regarded as accrued during the said year. The stage of 'accrual1 is reached only when the assessee has a legally enforceable right to receive the said amount. In the present case, as explained in greater detail hereinabove, the deferred consideration was contingent on achievement of Revenue in excess of the Target Revenue/ the 2019 Revenue by HAMSPL. If the said event had not occurred, the assessee would not be entitled to any deferred consideration. In our considered view that the ld. AO has erred in not appreciating the deferred (contingent) consideration was contingent in nature and accrued only in the AY 2022-23. We respectfully relied on the order of the jurisdictional High Court in the case of Mrs.Hemal Raju Shete (supra) and order of Coordinate bench in the case of Universal Medical (P) Ltd(supra). So, the ground of the assessee succeeded.