The assessee transferred specified assets and liabilities to two Special Purpose Vehicles under a Scheme of Arrangement approved by the High Court. The Tribunal held that the SPVs merely took over specified assets and liabilities for liquidation of debts, no shares were allotted to the assessee and the transfer was not on a going concern basis. As the essential conditions of section 2(19AA) were not satisfied, the transaction could not be treated as a demerger and was liable to be regarded as a normal capital transfer. Accordingly, the long-term capital loss claimed by the assessee was allowable. (AY. 2003-04, 2006-07 & 2011-12 to 2015-16).