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12. Taking note of the above fact, the TPO requisitioned complete details in respect of this transaction and required the assessee to explain the same. It was, inter alia, explained by the assessee, vide submission dated 19th August 2015, as follows:

Assessment year: 2012-13 VISPL (i.e. the assessee before us), vide agreement dated 6 June 2017 (IDFC Agreements), had an option to (call option) to purchase the entire share capital of SMMS. Similarly, the shareholder of SMMS (India Development Fund, Infrastructure Development Finance Company Limited, IDFC Private Equity Fund II- collectively referred to as 'Investors') had an option (Put Option) to require the VISPL to purchase the entire issued capital of SMMS.

VISPL, vide agreement dated 6 June 2007 (hereinafter referred to as IDFC Agreement) had an option (call option) to purchase the entire share capital of SMMS Investments Private Limited. Similarly, the shareholders of SMMS (i.e. India Development Fund, Infrastructure Development Finance Co Ltd, IDFC Private Equity Fund II- collectively referred as Investors) had an option (put option) to require VISPL to purchase entire issued capital of SMMS.

SMMS, indirectly, through its 61.6 percent stake in Omega Telecom Holding Private Limited, held 3.15 percent equity interest in HEL. During FY 2011-12, vide agreement dated 24 November 2011 (Termination Agreement), the parties to the IDFC Shareholders Agreement, mutually terminated the IDFC Agreement. Vide Share subscription and Shareholders Agreement dated 24 November 2011, between IDFC, SMMS and TII, TII subscribed to 75 percent stake in SMMS. Further, through buy back of investors share by SMMS, TII's stake in SMMS increased to 100 percent. Thus, by virtue of the Termination Agreement and Share subscription and Shareholders Agreement dated 24 November 2011, SMMS became 100 percent subsidiary of TII. Accordingly, the

B. MATERIAL CLAUSES OF RELEVANT AGREEMENTS:

1. FWA 2007:

35. PUT OPTION: Vide clause 5.1, a Put Option was granted to each of the IDFC Investors (defined, as India Development Fund, Infrastructure Development Finance Company Limited, IDFC Private Equity Fund II) to require the Assessee or nominee to purchase all or part of the SMMS Shares held by the respective Investor(s), on one or more occasions, for an amount equal to the Transfer Price agreed in relation to such Put Shares ("Put Option").

59. Learned Departmental Representative now invites our attention to the Shareholders Agreement 2007 which puts complete restrictions on transfer, except under the terms of this agreement itself, of shareholdings in SMMS. He then moves on termination agreement dated 24.11.2011, whereby Framework Agreement 2007 is terminated. A copy of the said agreement was placed before us at pages 1291 to 1307 of the Paper-book IV filed by the appellant. Learned Departmental Representative repeatedly points out that, to quote his own Assessment year: 2012-13 words, "parties to the agreement page no 1292 and 1293 these all have been described as parties in the agreement (contrary to observation of Hon'ble SC in VIH BV case wherein it has been described as a conforming party" . These parties are India Development Fund, Infrastructure development Finance Company Limited, IDFC Private Equity Fund II, SMMS Investments Private Limited, Vodafone Telecommunications (India) Limited Vodafone India Services Private Limited, Omega Telecom Holdings Private Limited, and Vodafone International Holdings B.V. Our attention is then invited to the following extracts from the termination agreement: