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4. The first Ground raised in appeal which pertains to the manner of computing Long Term Capital Gain in terms of section 50B of the Act. In this context, the relevant facts are that the assessee is a company incorporated under the provisions of the Companies Act, 1956 and it is, inter alia, engaged in the business of manufacturing of petrochemical products. The assessee company along with Shri. Sandeep Seth (shareholder and managing director of the assessee company) entered into a Master Agreement dated 31.07.2010 with M/s. Huntsman Investments (Netherlands) B.V (hereinafter referred to as "purchaser") to demerge its manufacturing unit at Ankleshwar. Pursuant to the approval of the Hon'ble Gujarat High Court to the Scheme of demerger vide order dated 11.03.2011, the assessee incorporated a wholly owned subsidiary company named Laffans Fine Chemicals Pvt. Ltd. (hereinafter referred to as "resulting company") and during the year under consideration, demerged its manufacturing unit at Ankleshwar into said company and all the shares of this company was transferred by way of a slump sale to the purchaser, M/s. Huntsman Investments (Netherlands) B.V. The Long Term Capital Gain on the above transaction under section u/s 50B of the Act was worked-out by the assessee at Rs. 9,01,94,288/-.The assessee-company filed its return of income for Assessment Year 2012-13 on 24.09.2012declaring total income of Rs. 8,96,04,701/- under the head Capital Gain,computed in terms of section 50B of the Act, after setting off business loss of Rs. 5,89,506/-. In the course of assessment proceedings finalised u/s 143(3)of the Act on 30.03.2015, the Assessing Officer, inter alia, rejected the assessee's manner of computing Long Term Capital Gain in terms of section 50B of the Act and recomputed the Long Term Capital Gain at Rs. 41,16,73,633/-.In doing so, the Assessing Officer denied reduction for the liabilities of the unit which were paid for by the assessee, reduction for bank guarantee provided by the assessee and loss on sale of vehicle. In this context, the Assessing Officer noted that assessee had filed two reports of the Accountant dated 06.09.2012 in Form 3CEA in terms of sub-section (3) of section 50B of the Act reporting different figures for computation of Long Term Capital Gains under section 50B of the Act. The Assessing Officer further noted that the Master Agreement provides for certain adjustments to the total consideration stated in the agreement, but in absence of any details and explanation, the adjustments mentioned in the Master Agreement for computation of total sale consideration was not taken into consideration and gross consideration of Rs.78,98,20,000/- was taken as base to compute Long Term Capital Gain. The assessee, in the course of assessment proceedings explained the reason for difference in two reports in Form 3CEA. The CIT(A), however, noticing that no adjustment is permissible to consideration as per section 50B of the Act, rejected the submissions of the assessee and confirmed the action of Assessing Officer.

5.2 The learned representative for the assessee further submitted that in principle, the Assessing Officer agreed with the fact that Master Agreement provides for adjustments to be made for arriving at total consideration. However, he himself did not made any such adjustment to arrive at 'Total Consideration' for want of details and explanation. The action of the Assessing Officer was also influenced by the fact that assessee filed two reports of the Accountant in Form - 3CEA in terms of sub-section (3) of section 50B of the Act, even though the reason for filing revised report was explained to him in the course of assessment proceedings. On appeal to CIT(A), the CIT(A) without appreciating the merits of the case, upheld the action of Assessing Officer and further went on to hold that no adjustment is permissible in arriving at 'Total Consideration' for the purpose of section 50B of the Act.The learned representative for the assessee, thus, contended that the computation of the Long Term Capital Gain made by the assessee was as per the Master Agreement with the Purchaser, and it should be accepted.

5.3 The learned DR on the other hand relied on the order of authorities below to support the action of the Assessing Officer in denying the reduction of liabilities and bank guarantee amount while computing the Long Term Capital Gain.

5.4 We have heard the rival submissions. The short controversy in this case relates to the manner in which Long Term Capital Gain is to be computed under section 50B of the Act. More precisely, the area of difference between the assessee and the Revenue is on the calculation of 'Total Consideration' for the purpose of computation of Long Term Capital Gain in terms of section 50B of the Act. The Assessing Officer while calculating the 'Total Consideration' has not made adjustments by way of reducing the total debts of the undertaking and amount of bank guarantee as stipulated in the Master Agreement primarily on the ground that the details with respect to the same were not available with him. On the other hand, as per the assessee, such liabilities which are primarily towards the bank loan, and the amount of bank guarantee given in favour of the purchaser for the indemnifying losses are admissible as an adjustment against the consideration received, for the purpose of computing Long Term Capital Gain.

5.6 In our considered view, when the Agreement itself provides for the manner of computing 'Total Consideration' for transfer of undertaking, the same should govern the manner of adopting 'Total Consideration' and no other method should be substituted for the same. The consideration is the amount that is determined to be payable by the buyer to the seller and is agreed upon by the seller, as such. The manner of determination of the consideration is mutually decided by the buyer and seller and stated in the Agreement and once it is adopted by the assessee, the same cannot be faulted by the income tax authorities. In fact, it is not the case of the Assessing Officer that assessee has made adjustments to 'Total Consideration' over and above what is provided for in the Agreement. In any case, the observation of the CIT(A) that no adjustment to 'Total Consideration' is permissible in terms of section 50B of the Act is not relevant in deciding the present controversy. Before us, the Ld. Representative for the assessee furnished documents in the form of Master Agreement dated 31.07.2010, financial statements of the assessee for Financial Year 2010-11 and Financial Year 2011-12, Bank guarantee, letter for invocation of bank guarantee, etc. to support the claim of adjustments stipulated in the Master Agreement. We, thus, hold that assessee has correctly reduced the secured liabilities and bank guarantee, which was invoked by the purchaser, while arriving at total consideration for the purpose of computation of capital gains in terms of section 50B of the Act. Thus, we set-aside the orders of the lower authorities in this aspect. Thus, assessee succeeds on this ground, as above.