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Counsel submitted, from the above it is clear that all the business assets of the assessee company were transferred, except a few that were retained by the assessee vide clause 2 of the MOU, which reads as under:

2. RSPL shall not transfer the building, car and the assets and liabilities relating to income tax matters of RSPL to IISL.

Learned counsel submitted, the assets retained vide clause 2 of the MOU, i.e. building, car and the assets and liabilities relating to income tax matters of the assessee, has no role or little role to play in the business of the assessee, which entirely consisted of trading in specialized skills and technical know how relating to software development and corporate training in areas such as re-engineering, business applications, building client server applications, migrating legacy systems to open distributed systems, device drivers for Win95, Win-NT, Y2K projects, auditing software and real time software. In fact, counsel submitted, technical knowledge and know how developed by the assessee in relation to all the above activities were transferred to IISL in its entirety. It is clear from clause 4 and clause 13 of the MOU, which read as under: