Priapus Developers (P.) Ltd. v. ACIT (2019) 176 ITD 223 / 71 ITR 113 / 182 DTR 226 (Delhi) (Trib.)

S. 115JB : Book profit–Amalgamation-Revaluation on basis of fair market value (FMV)-Revaluation was mandated by order of High Court approving amalgamation scheme-Difference arising between book value of shares shown in books of amalgamating company and FMV of shares which formed capital reserve of assessee, could not be added while computing book profit. [S. 145]

High Court sanctioned scheme of amalgamation of assessee company with its two wholly owned subsidiary companies. Assessee acquired shares of one, IHFL held by amalgamating companies. It revalued such shares at time of amalgamation as per existing market price. Difference arising between book value of shares shown in books of amalgamating companies and fair value of shares formed part of capital reserve of assessee-amalgamated company .Assessing Officer was of view that in terms of clause (v) to Explanation 1 of section 115JB, such amount in capital reserve on account of revaluation of shares had to be taken into account while computing book profit. Tribunal held that on amalgamation, assessee acquired shares held by amalgamating company and same were revalued on basis of fair market value (FMV), since such revaluation was mandated by order of High Court approving amalgamation scheme, difference arising between book value of shares shown in books of amalgamating company and FMV of shares which formed capital reserve of assessee, could not be added while computing book profit under section 115JB of the Act  .( AY.2015 -16)