Held that the transaction was an off-market transaction of listed shares held by the assessee as an investment in its balance-sheet. The assessee had entered into a share purchase agreement on January 11, 2008 the transfer of shares actually took place on April 28, 2008 and the consideration for the shares was taken at Rs. 13.50 per share, the price prevailing on the date of share purchase agreement. According to clause B of the agreement the sellers were owners of 12,113,184 fully paid-up equity shares, representing 60.69 per cent. of the issued, subscribed and paid-up equity share capital of the company having an absolute right to sell the shares, free from all liens, charges and encumbrances. The payments were made in accordance with the agreement to sell and this was verifiable from the bank statements. Therefore, it was established that the adoption of value by the Assessing Officer as on the date of transfer was only a hypothetical value and the resulting addition of Rs. 1,07,69,220 was not tenable. It is settled law that full value of consideration used in section 48 of the Income-tax Act, 1961 , does not have reference to the market value but only to the consideration referred to in the sale deed as sale price of the asset which has been transferred. An agreement always has to be taken to be correct if the assessee has acted in a bona fide manner, unless the Assessing Officer brings evidence on record that it is fraudulent. In this case the Department had not been able to establish mala fides on the part of the assessee. The authorities were wrong in making and sustaining the addition of Rs. 1,07,69,220 on account of increase in sale consideration of shares.(AY.2009-10)