Sale price of shares cannot be apportioned towards transfer of controlling interest, where there is no express written understanding

Background • The taxpayer sold shares of Gujarat Ambuja Cements Ltd (“GACL”) under a share purchase agreement with Holcim Mauritius for a total consideration of Rs.105 per share. • Further, as per Article 5 of the said agreement, the taxpayer was to receive Rs.1 5 per share towards non-compete undertaking which was included in the above sale consideration. • The taxpayer also entered into a separate agreement for change in management control of GACL. • The taxpayer obtained a valuation report whereby the valuer determined the value of non- controlling value of shares at Rs. 74.20 p...