On appeal the Court held, that the shares in question would become transferable post the lock-in-period. In the light of the restriction with respect to marketability and tradeability of the stock in question, the fair market value could not have been recognised to exceed the face value of the shares and thus the determinative being Rs. 15. The valuation report was at best a medium adopted by the employer in order to broadly ascertain its obligations for the purposes of withholding tax. It could not have consequently been taken into consideration for the purposes of determining the fair market value. The face value alone would be conclusive for purposes of taxation. Followed Dy. CGT v. BPL Ltd., (2022) 448 ITR 739 (SC) Valuation cannot ignore the limitations attached to the shares.