HC : Upholds ITAT order; Transfer of subsidiary's shares, not 'slump-sale' of undertaking

Bombay HC upholds ITAT order, rules that assessee company’s transfer of entire shareholding in its subsidiary to third party doesn’t constitute slump sale u/s 2(42C) r.w. Sec 50B, cites distinction between transfer of shares and transfer of undertaking; Revenue had treated the transaction as a slump sale u/s 2(42C) on the ground that sale of 100% shares of any company would lead to a change of ownership and management which is similar to a slump sale and had thus invoked Sec 50B as against long term capital gains claimed by assessee u/s 48; Rejecting Revenue’s stand, HC observes that “what has been transferred are mere shares” of subsidiary company and there has been no transfer of an undertaking; HC remarks that “Only there has been change in pattern of its share holdings which would not make it slump sale” which is evident from the statutory definition of slump sale and the term 'undertaking' as defined in the Act read with the binding decision of the Apex Court in Bacha F. Guzdar; Upholding ITAT order, HC holds that “Tribunal invoked the correct principle of law to draw a distinction between transfer of shares and transfer of undertaking” and concludes that no substantial question of law arises.:HC