During  the  year, assessee-society was converted into a company limited by shares.  AO held  that there was transfer of assets owned by assessee to another legal entity within meaning of S.  2(47) which would attract capital gain tax under S 45 (1) of the Act.  CIT(A)  held that that there was no transfer within meaning of S.45(1) of the Act  because there were no two parties transferor and transferee, accordingly he  deleted addition made by the AO. On appeal by the revenue the Tribunal held that till date of conversion, assessee-AOP remained in existence and moment conversion took place, company came into existence. However, AOP and company never remained in existence simultaneously. As per S. 45(1) transfer of capital asset was possible only when there was simultaneous existence of transferor and transferee. In absence of two entities at same time, consideration could not pass from transferor to transferee and, as a result, provisions of S.45(1) were not applicable. Accordingly the order of CIT (A) is affirmed. (AY.2001-02)