TaxTMI 
TaxTMI 
2024 (12) TMI 840
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....ure its plantation business in South India, 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 i....
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....2005 respectively is incorrect and factually misplaced. The submission of the 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 ....
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....umpsum consideration for slump sale was made in the transfer deeds merely for stamp duty purposes and in absence of any consideration in the corporate name license agreement, 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....
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....tax on IPR service was issued relying upon para 8(d) of the Transfer Deed dated 30.03.2005. Hence, when the fact of such business transfer along with copy of transfer deeds were easily 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....
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....demand has been raised invoking the extended period of limitation. In this regard, the appellant submitted that the fact of business transfer from the Appellant to KDHP was duly informed by the Appellant to the Superintendent of Central Excise, Munnar vide letter dated 30.03.2005. Further, the transfer deed dated 30.03.2005 was also submitted to the Superintendent of Central Excise, Munnar by KDHP while filing application for issuance of registration certificate under Rule 9 of the Central Excise Rules, 2002 vide letter dated 18.04.2005. For ready reference, the said letters are extracted below: 7.3. A perusal of the letters extracted above reveals that the business transfer from the Appellant to KDHP was duly informed by the Appellant to the Superintendent of Central Excise, Munnar vide letter dated 30.03.2005. Further, from the letter dated 08.09.2009 issued by the Superintendent of Central Excise, Cochin it is amply evident that the copy of the transfer deed was available with the Department inasmuch as the letter requesting payment of service tax on IPR service was issued relying upon para 8(d) of the Transfer Deed dated 30.03.2005. Hence, we observe that when the fact of su....
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....2KXM033 AABCT0602KXM030 AABCTORXM072 AABCT0602KM4036 AABCT60KXM034 AABCT0602KX035 AABCT002KAM024 AABCT0602KXM018 Expominjal Manufacturing Und The individual applications for fresh registration, in Annexure A-1, for the above premises, with other supporting documents, will be submitted shortly, by the transferee company viz. Messrs. Kanan Devan Hills Plantations Company Private Limited' since they are awaiting the PAN and Sales Tax Numbers applied for by them lowever, a copy of the Certificate of Incorporation dated 15 March 2005 issued by the Registrar of Company-Kerala for the transferee company, is attached for your Lind information In the meanwhile, we would be grateful if you could kindly permit the Transferee Company to clear the finished goods from the above factories in their invoices, wef. 1 April 2005 TATA TEA LIMITED ngo Offer Post Box Munnar PO hala 5812 65 2106 230562 2561 13054 23063 Fax 91 485 210333 ngent Office de frey Road Kors 700 030 MINCTURE 2 Document 2 SIED/217.05/4/2005 Konan Devon His Pentations Company Peale limited KOMP H SOUTH INDIA ESTATES DEPARTMEN MUHAR PO....