T.R. THIRUVENGADAM, A.M. This is appeal by assessee against order passed by CWT under s. 25(2) of WT Act. assessee had returned wealth of Rs 10,38,800. This included shares in private Limited companies controlled and managed by assessee s father and other family members. assessee owned 4,001 shares in M/s Abirami Cotton Mills P. Ltd. and 19,852 shares in Abirami Theatres (P) Ltd. Shares in Abirami Cotton Mills P. Ltd. were returned by assessee at face value of Rs .100 per share. In note attached to return assessee has stated that value of shares in company has been taken at Rs. 100 per share as these shares are not marketable and company has fixed value of shares at Rs. 100 per share in Articles of association. WTO had accepted value returned. CWT has pointed out that he had done this inspite of fact that assessments for earlier years 1979-80 and 1980-81 assessee himself had adopted market value per share at Rs 187. Commissioner considered that acceptance of this value by WTO was erroneous insofar as it is prejudicial to interest of revenue and hence took action under s. 25 (2). He issued notice to show cause why direction should not be issued to WTO to value shares by applying r. ID of WT Rules. assessee contended that r. 1D was only directory and not mandatory and that there were restrictive clauses in Articles of Association of company that value at which any share can be transferred has to be determined by company after due notice is given to it by intending transferor of shares, that shares have to be sold only to persons who are nominated by company and therefore value returned at face value of Rs 100 was not erroneous and was also not prejudicial to interest of revenue. Commissioner did not accept these contentions. He pointed out that decision of Madras High Court in case of K.M. Mammon vs. WTO (1983)139 ITR 357 (Mad) does not settle issue as to whether r. ID is mandatory or merely directory. In respect of another case namely, Smt, Kusumben D. Mahadevia vs. N.C. Upadhya & Ors (1980) 14 CTR (Bom) 20; (1980) 124 ITR 799 (Bom) , decision of Bombay High Court, Commissioner has pointed out that this decision has not been accepted by Department and leave to appeal petition was pending disposal in High Court. Regarding restrictive clauses, Commissioner relied upon decision of Madras High Court in case of Rathinasabapathy Chettiar vs. CWT (1974) 93 ITR 558 (Mad) and took view that fact that shares are not marketable would not be relevant consideration as words used in s. 7 " If sold in open market do not contemplate actual sale or actual state of market but only enjoins that it should be sold in such market and on that basis value is to be found. Finally he has stated that in any event WTO has merely accepted face value as market value without going into question as to whether claim of assessee is justified, that WTO has not found out as to what would be value of shares even if yield method was adopted. He, therefore , held that assessment made was erroneous and prejudicial to interests of revenue. He set aside assessment and directed WTO to redo same according to law. same arguments have been submitted before us by ld. counsel for assessee . It is contention that WTO has accepted face value, even though he must be considered to have been aware of provisions of r. ID and of decisions of Allahabad High Court in cases of Bharat Hari Singhania vs. CWT(1979) 9 CTR (All) 316; (1979)119 ITR 258 (All) and CWT vs. Padampat Songhania (1979) 9 CTR (All) 56; (1979) 117 ITR 443 (All), and therefore, there can be no question of his order in this respect being erroneous and consequently prejudicial to interests of revenue. It is contended that commissioner has not assumed valid jurisdiction under r. 25(2). It is submitted that r. 1D is not mandatory that it has been so held in number of cases and therefore WTO not resorting to r. 1D would not result in error causing prejudice to revenue . On behalf of Department, reliance is placed on order of commissioner and also on decisions of Allahabad High Court in (1979) 9 CTR (All) 316; (1979) 119 ITR 258 (All) and (1979) 9 CTR (All) 56; (1979) 117 ITR 443 (All) (supra) On careful consideration we are of view that commissioner has assumed valid jurisdiction . There is no evidence to indicate that WTO has in terms considered whether value of Rs .100 per share shown by assessee in return for each share is market value of shares. It may also be that market value can be determined by applying r. 1D of WT also be that market value can be determined by applying r. 1D of WT Rules or by applying principles laid down in Smt. Kusumben D. Mahadevia (1980) 124 ITR 799 ( Bom). But there is no evidence at all to show that WTO applied his mined and then accepted value of Rs .100 per share. There is also no showing that value of Rs .100 per share really represents market value of shares. It has been pointed out that there are restrictive clauses in Articles of Association of company regarding transfer of shares but there is no evidence that WTO had considered effect of these restrictive clauses in accepting value of Rs.100 per share. In instant case , therefore , there is no evidence at all that there was attempt on part of WTO to determine market value of share. In these circumstances, we agree with commissioner that order of WTO was erroneous and that such error has caused prejudice to interest of revenue. We note that commissioner has only set aside assessment and directed WTO to redo assessment according to law. question can therefore, be considered in depth at time of reassessment and assessee would not be prevented from raising any arguments in support of his valuation. We, therefore, do not see any reason to interfere with order of commissioner . appeal is, therefore dismissed. *** S.V.R.M. RAMANATHAN CHETTIAR v. WEALTH-TAX OFFICER