Issues: (i) Whether the alleged transfer of 100% shareholding in the company to the appellants was legally valid; (ii) Whether the company's immovable property was validly transferred to the fourth appellant through book entries.

Issue (i): Whether the alleged transfer of 100% shareholding in the company to the appellants was legally valid.

Analysis: The alleged transfer lacked an executed and stamped share-transfer deed, endorsement or delivery of the original share certificates, and compliance with the prescribed statutory procedure. The contemporaneous ROC filings and annual returns consistently recorded the respondents as 100% shareholders. The later unilateral retrospective revisions of financial statements and annual returns could not displace those records. The memorandum of understanding also left the final consideration to be subsequently settled and did not establish a completed share transfer.

Conclusion: The alleged transfer of 100% shareholding was non-est and void; the respondents remained the 100% shareholders. This issue is against the appellants.

Issue (ii): Whether the company's immovable property was validly transferred to the fourth appellant through book entries.

Analysis: The claimed transfer rested only on accounting entries adjusting an unsecured loan and was unsupported by a registered conveyance or other instrument capable of transferring immovable property. The fourth appellant was not a party to the memorandum of understanding relied upon, and the amount shown in its accounts was treated as a loan rather than consideration for acquisition of the property. Continued payment of rent also contradicted the alleged transfer.

Conclusion: The purported transfer of the immovable property through book entries was illegal, null and void. This issue is against the appellants.

Final Conclusion: The respondents' ownership and membership rights in the company remain protected, and the impugned transactions cannot affect the company's shareholding or immovable asset.

Ratio Decidendi: Transfer of shares and immovable property requires compliance with the mandatory statutory formalities; unilateral accounting or statutory-record entries cannot create title in the absence of the legally required transfer instruments.

Issues: Whether the petitioner could be permitted to submit an application for revocation of cancellation of GST registration despite expiry of the prescribed period.

Analysis: The registration had been cancelled for continuous non-filing of returns, and the petitioner was unable to avail the portal-based revocation process because the prescribed time had elapsed. In the stated circumstances, submission of a revocation application before the competent authority was permitted, including in physical form if online submission was not technically accepted.

Outcome: The petitioner was granted liberty to submit the revocation application within two weeks; the competent authority was directed to entertain and decide it in accordance with law within three weeks thereafter.

Issues: Whether the petitioner should be permitted to pursue the statutory appellate remedy against the impugned GST order.

Analysis: The petitioner sought leave to file an appeal, including a delay-condonation application. No adjudication on the merits of the challenge was undertaken.

Outcome: Liberty granted to file a statutory appeal within two weeks with statutory pre-deposit and a delay-condonation application; writ petition disposed of.

Issues: (i) Whether freight paid for transportation by road without issuance of consignment notes was taxable as goods transport agency service under reverse charge; (ii) Whether remuneration paid to the directors constituted consideration for taxable service or salary arising from an employer-employee relationship; (iii) Whether contract-manufacturing arrangements constituted manpower supply service taxable under reverse charge.

Issue (i): Whether freight paid for transportation by road without issuance of consignment notes was taxable as goods transport agency service under reverse charge.

Analysis: Goods transport agency service requires both transportation of goods by road and issuance of a consignment note. The record did not establish issuance of any consignment note, and the transportation was confined to mere carriage of goods for freight. Transportation by road otherwise falls within the negative list.

Conclusion: The freight transportation was not goods transport agency service and was not liable to service tax under reverse charge, in favour of the assessee.

Issue (ii): Whether remuneration paid to the directors constituted consideration for taxable service or salary arising from an employer-employee relationship.

Analysis: Tax deducted as salary, income disclosed under the salary head, and provident-fund contributions supported the directors' employment relationship with the company. No contrary material established that the directors were independent directors. Services provided by an employee to an employer in the course of employment are excluded from the definition of service.

Conclusion: The directors' remuneration was salary paid in an employer-employee relationship and was not taxable under reverse charge, in favour of the assessee.

Issue (iii): Whether contract-manufacturing arrangements constituted manpower supply service taxable under reverse charge.

Analysis: Under the agreements, the contractors remained responsible for labour management, wages, statutory compliances, safety and supervision, while undertaking production work. The labour did not work under the assessee's supervision or control, which is essential for characterising an arrangement as manpower supply.

Conclusion: The contract-manufacturing arrangements did not constitute manpower supply service and attracted no reverse-charge liability, in favour of the assessee.

Final Conclusion: The disputed activities were outside the taxable service categories invoked, eliminating the corresponding service-tax liabilities, interest and penalties.

Issues: Whether an assessment order could be sustained where the assessee's reply, filed before the order, was ignored and no personal hearing was afforded under Section 75(4).

Analysis: Section 75(4) mandates an opportunity of hearing where a written request is received or an adverse decision is contemplated. A show-cause notice itself signifies contemplated adverse action. The prescribed DRC-01 format contemplates a distinct personal hearing, and no hearing date was fixed after expiry of the reply deadline. Since the reply and hearing request were available before the assessment order, proceeding on the incorrect premise that no reply had been filed disclosed non-application of mind and denied the assessee the required opportunity.

Conclusion: The assessment made without considering the reply and without granting a personal hearing was invalid and could not be sustained, in favour of the assessee.

Issues: Whether a trust providing transport facilities to school students for charges is engaged in a charitable purpose of education and is entitled to registration under section 12AB.

Analysis: Registration requires satisfaction regarding the genuineness of the activities and their charitable character. A facility that assists education does not, merely by such connection, amount to advancement or imparting of education. The determinative consideration is whether the activity itself has a direct, proximate and dominant nexus with advancement of education, rather than whether it facilitates an educational institution. The trust provided transport services to a defined class of students for consideration and generated recurring surplus; its relationship with beneficiaries was contractual. Although surplus alone does not negate charity, that principle applies only where the underlying activity is charitable. The registration authority may ascertain the true substance and predominant purpose of the activities and is not confined to the charitable recitals in the trust deed.

Conclusion: The transport activity constituted a commercial service and not advancement of education as a charitable purpose; rejection of registration under section 12AB was upheld against the assessee.

Issues: (i) Whether interest and dividend income earned by a co-operative credit society from bank deposits and investments qualifies for deduction as business income; (ii) Whether reassessment initiated beyond three years was valid where the surviving alleged escaped income was below the statutory threshold; (iii) Whether penalty proceedings founded on a quantum assessment already restored for fresh assessment should be sustained.

Issue (i): Whether interest and dividend income earned by a co-operative credit society from bank deposits and investments qualifies for deduction as business income.

Analysis: A co-operative society engaged in providing credit facilities to its members may treat interest and dividend earned from compulsory, fixed-deposit and savings-bank deposits as attributable to that business where the deposits represent funds deployed in the ordinary course of the regulated lending activity. The jurisdictional precedent distinguishing deposits of a society's own surplus or operational funds from retained amounts payable to members was binding. The restriction applicable to interest from a co-operative bank under the separate investment deduction provision did not govern the claim under the business-income deduction provision.

Conclusion: The interest and dividend income qualified for deduction in favour of the assessee.

Issue (ii): Whether reassessment initiated beyond three years was valid where the surviving alleged escaped income was below the statutory threshold.

Analysis: Although reopening was initiated on information of cash deposits exceeding the extended-limitation threshold, no addition was ultimately made for unexplained cash deposits. The only surviving basis was disallowance of deduction, amounting to less than the prescribed threshold and not represented in the requisite form of asset, expenditure or book entry. Extended limitation could not be sustained by relying on an initial allegation that did not survive after the assessee's explanation.

Conclusion: The reassessment notice was time-barred and invalid; consequently, the reassessment order was quashed in favour of the assessee.

Issue (iii): Whether penalty proceedings founded on a quantum assessment already restored for fresh assessment should be sustained.

Analysis: The penalty was solely consequential to a quantum assessment that had been restored for fresh assessment following disposal of the condonation petition. The penalty determination therefore required reconsideration after the fresh quantum outcome.

Conclusion: The penalty order was set aside and the matter was restored to the Assessing Officer for fresh proceedings, if required by the fresh assessment, in favour of the assessee.

Final Conclusion: The deduction claim was upheld and the reassessment for the earlier year was invalidated, while the penalty matter was returned for determination dependent on the fresh quantum assessment.

Ratio Decidendi: Extended reassessment limitation is unavailable where the alleged escaped income that actually survives assessment does not meet the statutory monetary threshold.

Issues: Whether the petitioner's allegation that GST payment was forcibly obtained was sustainable at the interim stage in light of the undisclosed anticipatory-bail proceedings and the recorded statement concerning payment.

Analysis: The material placed on record, including the withdrawal pursis stating that reasonable amounts had been deposited and the recorded proceedings concerning payment, prima facie indicated voluntary payment. The non-disclosure of the anticipatory-bail application and its withdrawal was treated as material and required explanation.

Outcome: The petitioner was directed to deposit costs and file an affidavit explaining the suppression of facts; the matter was listed for further hearing.

Issues: (i) Whether licence or royalty payment was revenue expenditure; (ii) whether provision for warranty was deductible; (iii) whether specified software companies were to be excluded as functionally dissimilar comparables; (iv) whether specified software companies were to be included as functionally comparable comparables; (v) whether working-capital adjustment was allowable; (vi) whether foreign-exchange fluctuation was operating in nature for transfer-pricing purposes; (vii) whether capacity-utilisation adjustment required fresh determination; (viii) whether transfer-pricing adjustment in the manufacturing segment had to be confined to international transactions; (ix) whether amortisation of goodwill was non-operating expenditure; and (x) whether adjustment for non-cenvatable customs duty was allowable.

Issue (i): Whether licence or royalty payment was revenue expenditure.

Analysis: Consistent treatment in the assessee's earlier assessment years, including acceptance in a remand proceeding, supported treatment of the payment as incurred in the ordinary course of business. No change in facts was established for the relevant year.

Conclusion: The licence or royalty payment was revenue expenditure, in favour of the assessee.

Issue (ii): Whether provision for warranty was deductible.

Analysis: Under Section 37 of the Income-tax Act, 1961, a warranty provision based on historical experience, product-wise trends and a scientific method of estimation represents an accrued liability rather than a contingent liability. The provision was supported by the assessee's past experience and actual warranty expenditure.

Conclusion: The provision for warranty was allowable as a deduction, in favour of the assessee.

Issue (iii): Whether specified software companies were to be excluded as functionally dissimilar comparables.

Analysis: The excluded companies were engaged in software products, product development, research and development, outsourced product development, or had significant intangible assets and mixed revenue streams without reliable segmental data. Those functions materially differed from a captive software-development service provider.

Conclusion: CG-VAK Software Exports Ltd., Larsen & Toubro Infotech Ltd. and Persistent Systems Ltd. were rightly excluded from the comparable set, in favour of the assessee.

Issue (iv): Whether specified software companies were to be included as functionally comparable comparables.

Analysis: Professional software services, ERP implementation, support and maintenance were treated as software-development services. Software testing was also regarded as part of the software-development life cycle. The relevant companies derived substantially all their revenue from software services.

Conclusion: Akshay Software Technologies Ltd. and Cigniti Technologies Ltd. were rightly included in the comparable set, in favour of the assessee.

Issue (v): Whether working-capital adjustment was allowable.

Analysis: The direction to determine the working-capital adjustment afresh followed the approach adopted in the assessee's earlier years, where the adjustment had been granted in the consequential proceedings. Differences materially affecting price or profit require appropriate examination under Rule 10(3) of the Income-tax Rules, 1962.

Conclusion: The direction for working-capital adjustment and fresh determination was sustained, in favour of the assessee.

Issue (vi): Whether foreign-exchange fluctuation was operating in nature for transfer-pricing purposes.

Analysis: Foreign-exchange fluctuation relating to the assessee's import-intensive manufacturing operations affected its operating costs and required consistent treatment in computing the transfer-pricing margin. The approach followed in the earlier assessment year had allowed the relevant adjustment after comparison of the import content of the assessee and comparables.

Conclusion: Foreign-exchange fluctuation was rightly treated as operating in nature for transfer-pricing computation, in favour of the assessee.

Issue (vii): Whether capacity-utilisation adjustment required fresh determination.

Analysis: Since the capacity-utilisation details of comparable companies were unavailable in the public domain, the transfer-pricing authorities were required to obtain relevant information, where necessary by exercising powers under Section 133(6) of the Income-tax Act, 1961, and determine the adjustment after giving the assessee an opportunity of hearing.

Conclusion: The direction for fresh determination of capacity-utilisation adjustment was sustained, in favour of the assessee.

Issue (viii): Whether transfer-pricing adjustment in the manufacturing segment had to be confined to international transactions.

Analysis: Transfer-pricing benchmarking under Section 92CA of the Income-tax Act, 1961 concerns controlled international transactions with associated enterprises and cannot be extended to the entire segmental turnover, including uncontrolled transactions.

Conclusion: The transfer-pricing adjustment was rightly restricted to international transactions with associated enterprises, in favour of the assessee.

Issue (ix): Whether amortisation of goodwill was non-operating expenditure.

Analysis: The goodwill arose from an extraordinary business acquisition and its amortisation did not relate to regular operating activities. It was therefore excluded from the operating-cost base for determining the transfer-pricing margin.

Conclusion: Amortisation of goodwill was rightly treated as non-operating expenditure, in favour of the assessee.

Issue (x): Whether adjustment for non-cenvatable customs duty was allowable.

Analysis: The assessee's significantly higher import content resulted in customs-duty costs not borne comparably by domestic-input comparables. This material cost difference warranted adjustment in determining the appropriate profit level indicator.

Conclusion: Adjustment for non-cenvatable customs duty was rightly allowed, in favour of the assessee.

Final Conclusion: The substantive determinations on revenue deduction and transfer-pricing benchmarking, comparability and adjustments remain governed by the consistent findings reached for the assessee's earlier assessment years.

Issues: Whether an adverse GST adjudication order could stand when the registered person was not afforded a personal hearing mandated by statute.

Analysis: Section 75(4) requires an opportunity of personal hearing before an adverse decision is made. The notices recorded the date, time and venue of personal hearing as "NA", establishing that no oral hearing was made available. The statutory requirements of a written reply and an oral hearing are independent safeguards; failure to submit a written reply does not extinguish the right to a personal hearing. The procedural defect was apparent and material, making recourse to the alternative remedy inappropriate.

Conclusion: The adverse adjudication order was invalid for denial of the mandatory opportunity of personal hearing, in favour of the assessee.

Issues: Whether service of a show-cause notice solely through the GST portal is valid where the taxpayer's registration had already been cancelled.

Analysis: Portal-based communication is a permissible mode of service, but effective service must be ensured through the modes provided by law. Since the registration stood cancelled before issuance of the show-cause notice, the taxpayer was not required to monitor the GST portal. The undisputed service exclusively through the portal consequently did not amount to valid service. An adverse adjudication also requires an opportunity of personal hearing where sought.

Conclusion: Service of the show-cause notice exclusively on the GST portal after cancellation of registration was invalid; the adjudication could not be sustained and the taxpayer must be afforded a personal hearing if requested.

Ratio Decidendi: Where GST registration is cancelled before issuance of a show-cause notice, exclusive uploading of the notice on the GST portal does not constitute valid service, as the former registrant cannot be obliged to monitor that portal.

Issues: Whether reassessment notice and the order under section 148A(d), issued after expiry of three years from the end of the relevant assessment year, were valid where approval was granted by the Principal Commissioner rather than the authority prescribed under section 151(ii).

Analysis: For Assessment Year 2018-19, the notice under section 148 and the order under section 148A(d) were issued on 12.04.2022, after three years from the end of the assessment year. Under section 151(ii), as then applicable, sanction was required from the Principal Chief Commissioner, Principal Director General, Chief Commissioner or Director General. The proviso inserted into section 151 by the Finance Act, 2023, which permits computation of the three-year period by considering exclusions and extensions under section 149(1), was expressly effective from 01.04.2023 and could not retrospectively validate a sanction granted in April 2022. Sanction under section 151 is a jurisdictional condition precedent; the limitation extensions under section 149 could not be imported into section 151 before insertion of that proviso.

Conclusion: The approval granted by the Principal Commissioner was not approval by the specified authority under section 151(ii); consequently, the order under section 148A(d), notice under section 148 and consequential reassessment were void ab initio and liable to be quashed.

Issues: Whether further relief was required against a summons issued to an advocate for a legal opinion after its withdrawal.

Analysis: The summons issued under Section 108 of the Customs Act, 1962 had been withdrawn, rendering the challenge infructuous. The order noted that summoning an advocate who rendered a legal opinion should ordinarily occur only in rare and exceptional circumstances and that authorities should exercise due care and caution in such cases.

Outcome: The writ petition and pending applications were disposed of as infructuous following withdrawal of the summons.

Issues: (i) Whether the appellant was liable under the company-liability provision for non-realisation and repatriation of export proceeds; (ii) Whether the penalty imposed upon the appellant required reduction.

Issue (i): Whether the appellant was liable under the company-liability provision for non-realisation and repatriation of export proceeds.

Analysis: Liability for a company's FEMA contravention attaches to a person in charge of and responsible for the conduct of its business, or where the contravention is attributable to that person's consent, connivance, negligence or neglect. The appellant's authority to sign all export-related documents submitted to the bank, including documents connected with export transactions and bank-account operations, established responsibility that could not be wholly disowned. Although consent or connivance was not established, neglect could be attributed. FEMA contraventions attract civil penalties, including for technical or procedural non-compliance, without requiring mens rea.

Conclusion: The appellant was liable for the contravention due to neglect in relation to non-realisation of export proceeds; this issue was decided against the assessee.

Issue (ii): Whether the penalty imposed upon the appellant required reduction.

Analysis: The circumstances warranted limiting the monetary penalty to the amount already deposited by the appellant.

Conclusion: The penalty was reduced to Rs. 75,000, being the pre-deposit amount; this issue was decided in favour of the assessee.

Final Conclusion: The adjudication order was modified by retaining liability while substantially reducing the monetary penalty.

Ratio Decidendi: A company officer authorised to execute export-related banking documents may incur liability for a company's FEMA contravention where neglect in discharge of that responsibility is established, even absent consent, connivance or mens rea.

Issues: Whether a garnishee recovery notice could be sustained without considering the taxpayer's reply, affording a personal hearing, and adjudicating disputed tax and input-tax-credit figures.

Analysis: The recovery notice was issued without considering the reply already on record and without a personal hearing. Material discrepancies were also identified in the figures concerning outward supplies, tax liability, inward supplies, input tax credit, net tax payable and tax paid. Recovery through a garnishee notice entailing serious civil consequences required prior adjudication of these rival claims in accordance with the principles of natural justice.

Conclusion: The recovery notice was required to remain in abeyance pending a fresh hearing and reasoned adjudication; the issue was decided in favour of the assessee.

Issues: Whether an adjudication order can stand where a timely manually submitted reply to the show-cause notice was not considered merely because it was not filed electronically and the assessee did not attend the hearing.

Analysis: The reply was admittedly submitted before the stipulated deadline. A technical requirement of electronic filing could not justify refusing to consider a timely reply. Once a reply is on record, the adjudicating authority must consider it while determining the matter; non-appearance at the hearing does not relieve that authority of this obligation. The failure to consider the reply constituted a gross violation of the principles of natural justice, warranting interference notwithstanding that the statutory appeal had been filed beyond limitation.

Conclusion: The adjudication based on non-consideration of the timely reply is invalid for breach of the principles of natural justice and requires fresh determination after considering that reply, with a personal hearing if requested.

Issues: Whether uploading a show-cause notice and adjudication order solely on the Common Portal constitutes valid service upon an assessee under the GST framework.

Analysis: The retrospective amendment concerning functions capable of being performed through the Common Portal did not expressly authorize the Portal to substitute formal service of a show-cause notice or order. The Central Goods and Services Tax Rules, 2017 confine the Common Portal's use to specified functions and do not provide that mere uploading of such documents amounts to their valid communication. A complex portal-based mode of communication that results in serious civil consequences, without effective notice to the assessee, is impermissible.

Conclusion: Uploading the show-cause notice and order only on the Common Portal did not constitute valid service; the assessee is entitled to adjudication after an opportunity of hearing.

Issues: Whether the Tribunal's deletion of additions based on allegedly artificial sales and rejection of books of account was perverse, giving rise to a substantial question of law.

Analysis: The additions rested on a comparison between disputed sales and the assessee's earlier transactions, without material establishing that the underlying invoices were fabricated or that the book entries were false. The disputed sales occurred in circumstances materially different from the comparative transactions, including increased customer demand during demonetization. On the evidence, both genuine sales and artificial accommodation sales were possible views; the Tribunal, as final fact-finding authority, adopted the former view on appreciation of facts.

Conclusion: The Tribunal's findings were not perverse and no substantial question of law arose; the issue was decided in favour of the assessee.

Issues: Whether the Tribunal has appellate jurisdiction over an order concerning confiscation of gold brought into India as baggage.

Analysis: The dispute concerned gold seized at an airport after being brought into India as baggage. The statutory exclusion from the Tribunal's appellate jurisdiction applies to such baggage matters, for which revision before the Government of India is the prescribed remedy.

Conclusion: The Tribunal lacks jurisdiction; the appropriate remedy lies before the Revisionary Authority of the Government of India.

Issues: Whether the challenge to the assessment order on the ground that it lacked allegations of fraud, wilful misstatement or suppression of facts warranted writ interference despite the statutory appellate remedy.

Analysis: The show-cause notice alleged receipt of inward supplies of goods and services from bogus taxpayers. This provided a basis to reject the asserted absence of jurisdiction. An appeal against the assessment order was available under the statutory appellate mechanism.

Conclusion: The jurisdictional challenge was not accepted; the assessee was required to pursue the statutory appeal.