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v. Minimum guaranteed return as per the joint-venture agreement even in was case when market value of shares are zero, assessee will get same minimum guaranteed return of option price plus subscription price as per clause number 16.6.1. Hence assessee will retain option price of ₹ 2480.48 crore and will further receive ₹ 4 761.12 cores.
vi. When market value of share is zero, assessee will get zero return on shares. Joint-venture agreement ensures a fixed minimum guaranteed return, thus converts its nature from share transaction to a financial transaction.
vii. Market value of share does not change amount of return. Whether market value of share is zero, or ₹ 26.72 ₹ 20.38 (as in case of the assessee) return remain same i.e. equal to option price + subscription price. For this, he referred to table A page number 12 of his submission. He referred to the chart wherein he has stated the calculation of the total amount received by the assessee for different market value is of Aviva life insurance Corporation says as per different clauses of the joint-venture agreement read with schedule 3 and schedule 9 of the joint-venture agreement. Therefore he draw a conclusion that whatever may be the market value of the shares, entire option price is retained because amount retained by the assessee is always higher or equal to option price. He further stated that ₹ 2941.60 crore is minimum guaranteed return on assessee‟s investment even when market value of the share is zero.

3) With respect to the minimum guaranteed return, he submitted that in the real purchase of shares there is no guaranteed return. However in the case of the assessee according to clause number 16.6.1 and schedule 3 provide that even when a market value of share is lower than the subscription price, CUIH shall pay to assessee difference between subscription price and market value Simon tenuously with the sale of assessee‟s shares and assessee shall be entitled to retain the option price received on its shares. That means even when market value of the share is zero assessee will get Rs 10 per share of subscription price from CU and will retain option price received of Rs 2048.48 cores that is the total amount received by assessee will be Rs 2941.60 crore same is received by the assessee in real case of assessee when market value is only ₹ 20.38 per share. Therefore, assessee is entitled to receive even when share prices zero minimum guaranteed return, which makes it a financing deal as in real share deal assessee will help to refund entire option price.

This is even further clarified when we see that INR 2941.60 cores are the minimum guaranteed return on the Assessee ‟s investment even when the market value of the shares is zero. This shows that there is no refund in the case of Assessee as well. xvi. Therefore, in light of these submissions, it is prayed that the decision in the case of Mahindra Telecommunications be followed.

35. Thus, he defended the order passed by the learned lower authorities.