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No capital gain tax on conversion of Co. into LLP if assets/liabilities were transferred at book value

November 30, 2018[2018] 100 129 (Mumbai - Trib.)/[2019] 174 ITD 433 (Mumbai - Trib.)

IT: Transaction involving conversion of a private limited company or unlisted public company to a LLP as contemplated in section 47(xiiib) is 'transfer', however, same on cumulative satisfaction of conditions (a) to (f) of proviso to section 47(xiiib) would not be chargeable to 'capital gains' under section 45

IT: Section 47A(4) comes into play only for purpose of withdrawing an exemption earlier availed by an assessee under section 47(xiiib)

IT: Capital gains involved in transfer of capital assets on conversion of private limited company to assessee LLP, de hors applicability of section 47A(4), would be subject to liability of assessee LLP (as a successor entity) under section 170

IT: Where upon conversion of a private limited company into assessee-LLP entire undertaking of erstwhile company got vested into assessee-LLP, book value was to be regarded as full value of consideration for purpose of computation of capital gains under section 48

IT: As per section 49(1)(iii) where capital assets become property of assessee by succession, inheritance or devolution, cost of acquisition of assets shall be deemed to be cost for which previous owner of property had acquired same

IT: Where assessee had failed to satisfy conditions laid down in proviso to clause (xiiib) of section 47, Commissioner (Appeals), rightly declined 'carry forward' of losses of erstwhile company by assessee LLP

IT: Filing of an audit report is procedural and directory in nature, and same could also be validly filed by an assessee at appellate stage

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