TaxTMI 
TaxTMI 
2024 (12) TMI 840
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....ia, the Appellant entered into an agreement dated 30.03.2005 with Kanan Devan Hills Plantation Company Private Limited (hereinafter referred to as "KDHP") for transfer of its plantation business in South India. To give effect to such business transfer agreement, the Appellant executed two deeds ('Deed of Transfer' for transfer of factories and building, immovable plant & machinery, etc. and 'Deed of Lease' for transfer of rights on land by way of lease) each for transfer of undertaking within the Kanan Devan Hills Concession area (except Devikulam Estate) and undertaking pertaining to Devikulam Estate respectively, vide deeds dated 30.03.2005 and 02.07.2005, on a slump sale basis, for a total consideration of Rs. 65.70 crores and Rs. 1.20 crores respectively. 2.1. Although the consideration for the slump sale transaction was agreed on a lumpsum basis, however, for the purposes of stamp duty, the lumpsum consideration was apportioned amongst various assets under para 8 and para 11 of the deed of transfer dated 30.03.2005 and 02.07.2005 respectively. For ease of reference, the relevant extract of para 8 of deed of transfer dated 30.03.2005 is reproduced hereunder: "8. For the purp....
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....appellant is that vide the said transfer deeds executed between the Appellant and KDHP, the entire plantation business of the Appellant located in South India was transferred to KDHP along with all the assets and liabilities on a going concern basis under a slump sale arrangement. The bifurcation of lumpsum consideration agreed towards such sale was merely for the purposes of stamp duty which was clearly specified in the contract. Such apportionment of values to assets does not affect the nature of transaction as slump sale is also evident from Section 2(42C) of the Income Tax Act, 1961, the relevant extract of which is reproduced hereunder, for ease of reference: "Section 2(42C) "slump sale" means the transfer of one or more undertaking, by any means, for a lump sum consideration without values being assigned to the individual assets and liabilities in such transfer. ...... Explanation 2.-For the removal of doubts, it is hereby declared that the determination of the value of an asset or liability for the sole purpose of payment of stamp duty, registration fees or other similar taxes or fees shall not be regarded as assignment of values to individual assets or liabilities......
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.... the question of levy of service tax does not arise at all in the instant case. 3.5. Further, the appellant submits that in the instant case, the registration has been obtained under the Trade and Merchandise Marks Act, 1958 for the logo of Kanan Devan Tea, A Tata Product and not for the term 'Kanan Devan'. It is also submitted that the term 'Kanan Devan' was not registered as brand-name or trade-name of the Appellant and further, even as per the corporate name licencing agreement, KDHP was not permitted to use the term Kanan Devan as brand name on its goods. [Clause 5 of agreement dated 24.09.2005. Accordingly, the appellant submitted that the transaction of transfer of right to use 'Kanan Devan' does not amount to IPR service. Further, it was necessary in the business interest to permit KDHP to use the term 'Kanan Devan' which was associated with the Appellant for so many years, in the corporate name of KDHP, to pass on the goodwill associated with the name to KDHP. Reliance in this regard is placed on the judgment pronounced in the case of Ramnik Vallabhdas Madhavani v. Taraben Pravinlal Madhvani - (2004) 1 SCC 497, wherein it has been held that the term goodwill signifies the ....
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....sily accessible to the Department much earlier in the year 2005 itself, issuance of SCN on 22.04.2010 invoking extended period of limitation is untenable. 4.1. Reliance in this regard is placed on the decision pronounced in the case of Anand Nishikawa Co. Ltd. Versus Commissioner Of Central Excise, Meerut [2005 (188) E.L.T. 149 (S.C.)]. 4.2. The Appellant further submits that extended period is not invokable in the instant case as the issue involved is purely interpretational in nature in view of multiple judgments on the matter holding that sale of goods or provision of service does not arise in case of slump sale arrangement. The proposition that extended period is not invokable in case of interpretational issue has been upheld in various judgments, few of which are cited below: * International Merchandising Company, Llc Versus Commissioner Of Service Tax, New Delhi [2022 (67) G.S.T.L. 129 (S.C.)] * M/s. Amit Metaliks Limited v. Commr. of Central Excise, Bolpur - 2023 (11) TMI 721 - CESTAT Kolkata. 4.3. Further, since the Appellants were under a bona fide belief that no service tax is leviable on the transaction under consideration, hence invocation of extended period i....