Aassessee, under a court approved scheme of arrangement had transferred its Passive Infrastructure Assets (PIA), having book value of Rs. 1622.77 crores, to ICTIL which was a 100 per cent subsidiary of ABTL, which in turn was 100 per cent subsidiary of assessee at Nil value-Subsequently, ICTIL amalgamated into Indus Towers resulting in transfer of PIAs to Indus Towers. By a separate scheme of arrangement, telecom undertaking of ABTL was demerged into assessee and accordingly, investment of ABTL in shares of Indus (pursuant to amalgamation and demerger) was revalued at Rs. 7,330.75 crores. Revenue held that entire transaction of demerger and merger was a colourable device and would result in benefit to assessee in sum of Rs. 5707.97 crores which had escaped assessment due to failure on part of assessee to disclose all material facts at time of assessment under section 143(3) and was required to be taxed under section 28(iv). On appeal the Tribunal held that scheme of demerger and merger had been duly approved by High Courts and was also made as per policy decision taken by Government of India, thus, there was no colourable device involved at all in instant case. Revaluation of shares by ABTL was done on 31-3-2010 i.e. assessment year 2010-11, hence, event which had occurred in assessment year 2010-11 in hands of ABTL could never be a ground for reopening in case of assessee for assessment year 2009-10.  If by way of a scheme of demerger and merger if PIAs had been transferred to ICTIL (by way of demerger) and subsequently by way of merger with Indus Towers, for Nil consideration, benefit, if any, under this entire transaction, would only arise to ABTL and certainly not to assessee Therefore, provisions of section 28(iv) would not be applicable in hands of assessee in instant case. Assessee had paid non-compete fees to MCPL and claimed same as a deduction in computation of income. This was allowed by Assessing Officer as revenue expenses while completing original assessment under section 143(3).Thereafter, Assessing Officer sought to reopen assessment on ground that said sum of non-compete fee would be a capital expenditure, not allowable as deduction.. The Tribunal held that the assessee had submitted all relevant details for adjudication on allowability of non-complete fee and Assessing Officer while recording reasons had looked into very same materials and absolutely had no tangible material with him which would enable him to form a reasonable belief that income of assessee had escaped assessment, warranting reopening of assessment. Assessment was sought to be reopened in case of assessee on ground that an amount debited in the P&L Account as Employees Stock Scheme had been disallowed as being a contingent liability, but same had not been added to book profit under section 115JB, thus, had escaped assessment. However, decision to not add back said expenditure while computing book profit during original assessment, was a clear and conscious decision on part of Assessing Officer. Moreover provision made on account of ESOP expenditure would be an ascertained liability and not a contingent liability warranting any disallowance either under normal provisions or while computing book profits under section 115JB. Reopening is quashed. (AY. 2009-10)