THE COMMISSIONER OF INCOME TAX, AHMEDABAD versus EQUINQX SOLUTION PVT LTD.
[2017] 4 S.C.R. 94, Supreme Court of India, 2017
Outcome: Dismissed (Dismissed)
Segment: Ratio
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[2017]4 S.C.R. 94 . 
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THE ·coMMISSIONER OF INCOME TAX, AHMEDABAD .· ·. 
v. 
· . EQUINQX SOLUTJQN PVT LTD .. 
(Civil Appeal No. 4399 of2007) 
APRIL rs,2017 
. [R. K. AGRAWAL AND ABHAYMANOHAR SAPRE, JJ.] 
li1com~ •Tax Act, ]961 '- ss. 50(2), • 48(2) -Applicability of-· . 
Sale of entire runnbig· btisiness 1vith assets ai1d liabilities in one go 
if amounts toshimp sale ofa ''long ter/11 capita/asset".- Responcfent· 
C · · as$essee sold its e1itire .run11ing businesS in one go aiidclaimed 
deduction ulsA8(2) t1;eating such sale as .slump sale in the 11alure of 
a long term capita/gain~ A~·sessing Officer.rejected the exe11iptio11 
clainied holding that the case of the assessee wils covered uls. 50(2) 
as it was in the nature of short term capital. gain ~ Appeal by 
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respondei1t before. CIT (Appeal),· allowed holding·. that. the 
undertaking itself was a capital asset, owned by respondent for six 
years, being in the nature of long .term capital asset and the same 
having been so/din one go as a running concern cannot be tent1ed 
. as short tern1 capital gain~ Appeals byRevimue, dis1i1issed by !TAT · 
and High Court - On appeal, held: The case of the respondent 
·does not fall within the four corners of s.50 (2) - Provisions of s, · 
50 {2) would apply to a case whei·e the asfossee tran~fers one or · 
more block of assets, which he was Using in running ofhis business 
- However, when the. entire
running b11~·iness with all assets and 
liabilities are sold in. one go,. as .d0i1e by theresponcfent;. i(is a. 
slump sale of lJ "long~term capital asset" and not of. "short term 
capital asset" ..- It was, therefore, required to be taxed accordiilgly 
- No fault found in the reasoning and.the cimclusion arrived atby · · 
CIT (Appeal) whjch was rightly· upheld by the· Tribuiial a114 High 
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• Dismissing the appeal, the Court• 
HELD: L The case of the respond~nt (assessee) does 
not fall within the four comers of Section 50 (2) of the Income 
ACt. Section 50 (2) applies to a case where any block of assets · 
are. transferred .by the assessee but lVhere th~ entire. runqing 
business with assets arid .liabilities is. sol~.· by the assessee. in one,
·.· .. THECOM~ISSIONEROF INCOME TAX, AHMED ABAD v .•.• ··· .•.. 
EQUINOX SOLUTION PVT. LTD.· 
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go, such sale, cannot be considered as• "shotMerlit w1pitai assets". 
·.·in other words, the·. provisions. of Section SO (2) of the Act would 
apply to a case where the as~essee transfers oue or 1.nore block 
of assets, whlch he was using in running of his b~siness. ·Such is 
not the case here because in this case; the assessee· sold the 
entire business as a running concern, [Para lll(97~E~FJ . . . 
Commissioner of Income Tax,· Gujarat· v. Artex 
··'Manufacturing Co. 1997 (6)SCC 437 CIT : [1997] 1 
Suppl. SCR 608 - relied on. 
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P,.emierAutomobilesLt{l. V. lnqome Tax Officer & A1ir. 
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)64 ITR 193 (Bombay) ~·approved; 
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·• .. [1997l lSllppl.'SCR 608 
264 I1'R 193 (Bombay) . · approved 
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Para 14. 
·.··. CiVIL APPELLATE JURISDICTION: Civil AppeaINo. 4399 
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Qf2007. 
FromJhe Judgment and Order dated 29.07.2003 of the High Cotirt 
of Gujarat at Ahmedabad in Income TaxAppeal No. 59 of2003. 
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. K. Radhakrislma, Sr. Adv., Rupesh Kumar, Ms~ Sln¥eta Garg{fbr 
· · .. · Mrs; Anil Katiyar),Advs. for the Appellant. 
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. · Inde~ Paul Bansal, Vivek Bansal, Haresh Raichura, Ms. Saroj. 
Raichura, Advs. for the Respondents: . 
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delivered by . 
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A:BIIAYMANOHAR SAP RE, J. I. This appeal is filed by the . F 
Revenue(lncome TaxDepartinent) against the order dated 29.07.2003 
.. passed l:Jy the High Court of Gujarat atAhmedabadin LT.A. No. 59 of 
·. · 2003 whereby the High Court dismissed the Revenue;s appeal on the 
. ground that the appeal does not involve any substantial question of law 
under Se(;tion 260-A of the Income Tax Act; 1961 (hereinafter referred 
to as "the Act'l 
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· · 2. We herein setoutthe facts, hi brief; t~ ap~reciate the issues 
it\volved in this appeai. 
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3. The respondent-assessee was engaged· in. the business of . 
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manufacturing sheet metal components out of CRPA & OP sheds at · H
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1 SUPREME COURT REPORTS,. 
[2017) 4 S.C.R. 
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AhJll,adabad. The respondent decided to sell their entire running business 
in OJle go. With this airu in view, tbe r~sponden~ sold their entire-running 
business in one go with alf its assets and liabilities on 31.12.1990 to a 
Cq~nptinYc~Ued 'fAiriftexApplfai1ce~Ltd't{ or.Rs.58,53 ,682/-., , '. 
: · • . 1. A. The respondent filed. thei1:in\)ome tax.r.etuntfo1' theAs~essment 
Year 1991-1.99'2'.In'tlie returii, the respondent clain1ed deductioi1 under 
Section 48(2) qftJie Act as it sto6<l the1lby,'freaiingthe sale tc> be in the 
nature qf'.'sJ,m»p,sale;' oftl;te goi\1g c.o,ncern beiqg in th~ nature of long 
term capital'°gain in the hands of the' assessee. ' ' ' ' 
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5: The Assessi1ig'Officer by his order dated 04.03.1994 did 1iot' 
accept the contention of the assessee in claiming deduction. According 
to the Assessing Officer, tlfo case of the assessee was covered under 
Sectim1 ~O (2) of the Act ,because it was in the nature of short tem1 
cajlital gain as ~p~pi.fiecf if!. Sec~ion 50.(2} of the Act and hence djd not 
fall under Section. 48 (2) .qf the Act as claimed by the assessee. The 
Assessing Officer accordingly reworked the claim of the deduction 
treating the same to befalling under Section 50 (2) of the Act and framed 
the assessment order. 
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6. The assessee, felt aggrieved, filed appeal before the CIT 
(appeals). By order dated 06.10.1995, the Commissioner of Appeals
allowed the assessee's appeal in so far as it related to the issue of 
deduction. He held that when it is an undisputed fact that the assessee 
has sold their entire running business in one go with its assets and liabilities 
at a slump price and, therefore, the provisions of Section 50 (2) of the 
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Act could not be applied to such sale. He held that it was not a case of 
sale of any individual or one block asset which may attract the provisions 
ofSection 50 (2) of the Act. He then examined the case of the assessee 
in the context of definition of"long term capital gain" and "short term 
capital asset" and held that since the undertaking itself is a capital 
asset owned by the assessee nearly for six years and being in the nature 
of long term capital asset a1id the same having been sold in one go as a 
running concern, i(cannot be termed a "short terms capital gain" so as 
to attract the provisions of Section 50 (2) of the Act as was held by the 
Assessing Officer. The CIT (appeals) accordingly allowed the assessee 
to claim the deduction as was claimed by them before the Assessing 
Officer. 
7. The Revenue, felt aggrieved of the order of the CIT (appeal), 
filed appeal before the Income Tax Appellate Tribunal. By order dated
THE COMMISSIONER OF INCOME TAX v. EQUINOX 
97 
SOLUTION PVT. LTD. [ABHAY MANOHAR SAPRE, J.] 
27.06.2002, the Tribunal concurred' with the reas011ing and the conclusion 
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arrived at by the Commissioner of Appeal and accordingly dismissed the 
Revenue's appeal. 
8. The Revenue, felt aggrieved of the order of the Tribunal, carried 
the matter to the High Court in further appeal under Section 260-A of 
the Act. By impugned order, the High Court dismissed the appeal holding· 
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that the appeal does not involve any substantial question of law within 
the meaning of Section 260-A of the Act. It is against this order the 
Revenue felt aggrieved and carried the matter to th is Court in appeal by 
way of special leave. 
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9. Heard Mr. K. Radhakrishnan, learned senior counsel for the 
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appellant and Mr. Inder Paul ~ansal, lean~ed counsel for th,e resppndent- . .. . 
assessee. 
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10. Having heard the learned Counsel for the parties and on perusal 
of the record of the case, no fault can be found in the reasoning and th.e 
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· · conclusion arrivedat by the CIT(appeal) in his order which, in o,lirview,. 
was rightly, upheld by the Tribunal and then by the High Court calling no 
interference by this Court in this appeal. 
11. In our considered opinion, the.case of the respondent (assessee) 
does not fall within the four corners of Section 50 (2) of the Act. Section 
50 (2) applies to a case where any block of assets are transferred by the 
assessee
but where the entire running business with assets and liabilities 
· is sold bythe assessee in one go, such sale, in our view, cannot be 
considered as "short-term capital assets". In other words, the provisions 
of Section 50 (2) of the Act would apply to a case where the assessee 
transfers one or more block Of assets, which he was using in running of 
his business. Such is not the case here because in this case, the assessee 
sold the entire business as a running concern. 
· 12. As rightly noticed by the CI'~ (appeal)thatthe entire running 
business w~th aH assets and liabilities having been sold in one go by the 
respondent-assess~e, it was a slump sale of a "long-term capital asset". 
It was, therefore, required· to be taxed accordingly. 
1_3. Our view finds suppmt with the law laid down by this Court in 
Commissioner of Income Tax, Gujarat vs. Artcx Manufacturing 
Co. [1997(6}SCC 437 CIT]. 
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SUPREME COl]RT REPORTS 
•. (2017] 4 S.C.R. 
14. In Premier Automobiles Ltd. vs. In~ori1e Tax Officer& 
Anr.; 264 ITR193 ·(Bombay) also, the Division Bench of the Bornbay 
High Court examined this question in detail on soriiewhat similar facts · 
· and has taken the same view. The Lean1ed Judge S.H Kapadia ~ (its 
His Lordship then was as Judge of the. Bombay High .Coutt and later 
became CJI) speakingfor.the Bench aptly explained the legal position to · . 
Which We concur as it correctly summarized .the fogal position applicable. · 
· to such facts. 
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. 15, Learned Counseifor the appeijitnt (Revenue) was notable to 
· . cite any decision taking a contraiy view ncir was he able to point out any 
·err.or in the decisions cited at the Bar by the assesse's counsel referred 
supra. 
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16. In the light of foregoing discussion,·we find no merit in the 
appeal.whiCh fails and is accordingly dismissed .. · 
Divya Pandey . 
Appeal dismi~sed. 
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