This is appeal by assessee against order of Commissioner (Appeals) for assessment year 1973-74. interesting point has emerged out of this appeal. question is whether transfer of property for stated consideration as per trust deed would give rise to gift, when its market value on date of transfer was higher than stated consideration. 2. assessee is trust called 'Mount Nepean Trust', which was created originally by deed of trust on 2-8-1928 and varied by deed of revocation and appointment of trust property dated 2-8-1945. trust was created by one Ardeshir Bomanji Dubash of Bombay, Parsi inhabitant. By original deed dated 2-5-1928, Mount Nepean property was settled upon trust together all movables in future brought into or about 'Mount Nepean' by settlor or his wife Maneckbai Ardeshir Dubash in substitution or addition to movables then lying there. Shri Ardeshir Bomanji Dubash and Smt. Maneckbai Ardeshir Dubash were t h e first trustees under trust deed. property was to be held by trustees for settlor for life with such deviation as settlor may set out from time to time with power to settlor to appoint said four plots or any one or more of them either by deed or deeds revocable or irrevocable or by will or any other testamentary writing upon such of his children or remoter issue subject to law relating to perpetuities in such manner and proportion and in all respects as settlor may think fit. This deed was revocable. 3. It was varied by indenture dated 2-8-1945. By clause 1 of this later deed, property Mount Nepean was to be held by trustees upon following terms and conditions: "(a) During lifetime of settlor to permit settlor to use and enjoy two rooms on second floor of said 'Mount Nepean' and tower room and space to accommodate five motor cars and five servant rooms and common use of basement on ground floor and drawing room and dining room on first floor and other amenities. (b) Subject to provisions aforesaid for residence of settlor during his lifetime from date hereof till death of last survivor of settlor's sons Kaikhushru, Ratanji and Bomanji trustees shall hold said Mount Nepean. Upon trusts for use as family residence for said sons of settlor with members of their families as hereafter specified: (i) basement of ground floor of said Mount Nepean with furniture therein together with gardens and other amenities surrounding said Mount Nepean together with drawing room and dining room on first floor with all furniture there in and vacant plot No. 3 shall be used in common. (ii) said Kaikhushru shall use portion of second floor now in use of settlor and said Kaikhushru and in consideration thereof he shall pay to trustees from and after death of settlor every month Rs. 400 as his contribution to meet expenses and outgoings of Mount Nepean provided always that said Kaikhushru shall accommodate in room now occupied b y Kaikhushru's son Byramji, Gulbai daughter of settlor for which sum of Rs. 50 per month shall be paid by her to trustees from and after death of settlor as her contribution as aforesaid. (iii) said Ratanji shall use portion now in his use on first floor and shall pay to trustees from and after death of settlor Rs. 250 per month as his contribution as aforesaid. (iv) said Bomanji shall use portions now in his occupation on third floor and shall pay from and after death of settlor to trustees Rs. 300 per month as his contribution as aforesaid. (v) said Kaikhushru, Ratanji and Bomanji shall be entitled to reside in respective portions of premises hereinbefore specified and they may permit to reside such of members of their own families only as they may in exercise to their absolute discretion think fit. Family members will mean their respective wives, their sons (with sons' wives if married and their children and issues) and unmarried daughters and married daughters with their husbands and children. (vi) Subject to as aforesaid said right of residence hereby granted shall be strictly personal to sons of settlor and shall not entitle any of them to transfer or alienate same to any other person or do any act, deed or thing inconsistent with such personal use. Such right of residence of any member entitled thereto shall forthwith cease or determine and become void if he or she shall attempt to transfer, alienate or incumber same or if legal effect or consequence whereof shall be such transfer, alienation or incumbrance or if beneficiary entitled to such right of residence fails to pay regularly his contribution to trustees as aforesaid. (vii) From and after death of said Kaikhushru right of residence in portion allowed to him shall belong to his wife Dinbai with permissive rights like those hereinbefore mentioned in item (v) as if her name were substituted for Kaikhushru and after her death said right shall belong to their son Behram with similar permissive rights. Similarly aforesaid right of residence in portion allotted to said Ratanji shall after his death belong to his wife Maneckbai. Similarly said right of residence in portion allotted to said Bomanji shall after his death belong to his wife Jean with permissive rights as aforesaid provided that said rights or residence shall carry with them obligations to make monthly contributions as aforesaid provided also that said respective rights of wives of said Kaikhushru, Ratanji and Bomanji shall depend on directions given by their husbands said Kaikhushru, Ratanji and Bomanji respectively and may at any time be countermanded by their respective husbands without assigning any reason and such rights as aforesaid shall also ensure for their respective future wives on remarriage (if any) provided such wives are born at date of this trust deed provided further that such right of any of widows shall cease from date of her remarriage, provided always that notwithstanding anything contained in this item aforesaid rights of residence created in favour of said Dinbai, Maneckbai and Jean and said Behram shall ensure for their benefit only so long as said Mount Nepean remains unsold under trusts hereof intent being that if said Mount Nepean has not been already sold under clause 6, then on death of last survivor of said Kaikhushru, Ratanji and Bomanji trustees as provided for in clause 4 shall proceed to sell said Mount Nepean freed from such rights of residence in favour of said Dinbai, Maneckbai, Jean and Behram and such rights shall be deemed to have ceased and come to end on such sale. (viii) If any of said persons entitled to right of residence as aforesaid does not exercise such right or such right of residence comes to end by death of person in whom said right is vested or otherwise and portions allotted to said Kaikhushru, Ratanji and Bomanji respectively and members of their family or any of them as aforesaid remains vacant or unused, then it shall be at option of trustees (although they shall not be bound to do so) to let out said portion or portions lying vacant as aforesaid at such rent or with obligations to make such contributions and on such terms and conditions and for such period as said trustees may in their discretion think fit, first option of refusal being given by trustees to other parties or persons who may be residing in other portions of said Mount Nepean allotted to them under provisions hereinbefore contained provided however that in event of death of both Ratanji and his wife before trust for family residence as aforesaid comes to end, portions allotted to them shall be given for use to Behram and/or Bomanji with their respective families as trustees may in their absolute discretion think fit subject to their making contribution. rent so realised or contributions so made shall not be claimed by any of said parties as compensation in lieu of their rights of residence but shall form part and shall be utilised by trustees as income of trust premises. Such of garages as may not be required for family use may be let out by trustees at their discretion. (ix) Up to death of last survivor of said Kaikhushru, Ratanji and Bomanji room and kitchen and other adjoining room on ground floor heretofore used for religious and Baj Rajgar purposes shall be exclusively used for such purposes as heretofore. (x) From and after death of last survivor of said Kaikhushru, Ratanji and Bomanji all rights of residence created in favour of any persons whatever as aforesaid shall come to end to all intents and purposes and trustees shall hold Mount Nepean free from such rights of residence upon trusts and with subject to powers and provisions contained in that behalf in clause 4 hereof. (xi) said Ratanji Ardeshir Dubash shall be at liberty to construct at his cost room on open terrace on first floor of said Mount Nepean now occupied by him and cover up said terrace but so that height of new structure so to be constructed shall not be raised beyond level of floor of second floor and in due conformity with municipal bye-laws such structure or structures should not in any way nor present structural beauty and alignment of Mount Nepean but should be in consonance with present architectural constructions of said Mount Nepean provided however that said Ratanji Ardeshir Dubash shall not make any claim or ask for any compensation for any such structure or structures so erected by him but same shall be considered as part and parcel of said Mount Nepean and shall be subject to same trust's, powers and provisions as are declared and contained in this trust deed. (xii) said Bomanji Ardeshir Dubash shall be at liberty to construct at his own cost room or rooms on portions of third floor of said Mount Nepean now occupied by him in conformity with municipal bye-laws such structure or structures should not in any way mar present structure beauty and alignment of Mount Nepean but should be in consonance with present architectural constructions of said Mount Nepean provided however that said Bomanji Ardeshir Dubash shall not make any claim or ask for any compensation for any such structure or structures so erected by him but same shall be considered as part and parcel of said Mount Nepean and shall be subject to same trusts, powers and provisions as are declared and contained in this deed trust deed." By clause 4. trustees were to hold property from and after death of last survivor of Kaikhushru, Ratanji and Bomanji upon following trust: "(a) trustees shall offer for outright sale for 8 lakhs same to Behram Kaikhushru Dubash if he be alive and if Behram be not alive, to his son Ardeshir and if Ardeshir be also not alive then to eldest male child of said Bomanji Ardeshir Dubash as may then be alive on following terms: (i) purchaser to pay trustees sum of Rs. 8 lakhs within one year from date of death of last survivor of said Kaikhushru, Ratanji and Bomanji. (ii) purchaser to bear and pay all costs, charges and expenses of and incidental to sale including stamp registration battaki advertisement, search and solicitors costs for purchasers as well as vendors. (iii) purchaser to pay interest on purchase price from and after six months of death of last survivor of said Kaikhushru, Ratanji and Bomanji at 5 per cent per annum. (iv) purchaser to be given possession on payment of consideration money and conveyance to be given by trustees in favour of purchaser and not any nominee. trustees will have power to vary terms of offer except as to price. (v) Offer to be accepted within two months from date of which it is made by trustees. (vi) sale shall be with benefit of rights of way and other easements and covenants restricting height of buildings on plot Nos. 1, 2 and 4 for benefit or Mount Nepean and also shall be subject to right of way and other easement in favour of owners or trustees of plot Nos 1, 2 and 4 and purchaser of one part and owners and trustees of plots 1, 2 and 4 of other part shall enter into necessary documents for that purposes and also for preservation and production of such deeds as may be common. (b) In event of offer being accepted by any of parties mentioned above it shall be open to trustees to receive whole consideration money at one time or to receive it by reasonable instalments within one year unpaid amount being covered by proper security. (c) If offer for sale made by trustees shall not be accepted by any of persons named above or for and on their own behalf within time prescribed, i.e., two months from date on which it is made (time being of essence) trustees shall at their discretion be at liberty to sell same to whosoever they may think either by private treaty or public auction and on such terms and conditions as they may think fit. terms and conditions as they may think fit. (d) After paying all costs, charges and expenses of such sale trust as shall divide net sale proceeds into two equal shares and hold one such equal share upon trust to divide and distribute same between all children of Kaikhushru Ardeshir Dubash in equal shares and trustees shall hold other such equal share upon trust to divide distribute same between all children of said Bomanji Ardeshir Dubash in equal shares." 4. settlor is Shri Ardeshir Bomanji Dubash, who died on or about 2-12- 1950, Shri Ardeshir Framji Sonawals also died on 16-2-1951 without appointing any new trustee. By order dated 28-8-1952 Bombay High Court appointed Shri Kaikhushru Ardeshir Dubash, Ratanji Ardeshir Dubash, Bomanji Ardeshir Dubash and Behram (Byramji) Kaikhushru Dubash as trustees of trust. 5. By deed of release dated 1-7-1955, in consideration of natural love and affection which Shri Kaikhushru Adreshir Dubash and his wife Smt. Dinbai Kaikhushru Dubash bore towards their son Behram (Byramji) Kaikhushru Dubash gave up, quitted claim to, renounced and released all their respective rights and interest present and contingent in said Mount Nepean property to intent that right of residence given to said son of said Behram (Byramji) Kaikhushru Dubash may be accelerated and he shall forthwith become entitled to right of residence in Mount Nepean in manner therein provided from date of release deed, i.e., 14-7-1955. 6. Shri Kaikhushru Ardeshir Dubash died on 22-6-1965, Shri Ratanji Ardeshir Dubash died on 29-6-1966 and Smt. Maneckbai Ratanji Dubash died on 15-11-1967. 7. By another deed of release dated 5-2-1973 made by Shri Bomanji Ardeshir Dubash and Jean Bomanji Dubash released, renounced, relinquished and disclaimed all their respective rights, interests, claims and powers including right to reside in said Mount Nepean as beneficiaries given to and vested in them by principal deed of trust as varied as stated earlier in all trust properties to intent and that all such rights, interests, claims and powers so renounced, released and disclaimed be henceforth extinguished for ever as if they were not in existence and as result thereof trust uses powers, provisions and declarations contained in deed of revocation and new appointment dated 2-8-1945 were accelerated and became effective. 8. property was thereupon offered for sale to Shri B.K. Dubash in pursuance of clause 4 of deed dated 2-8-1945 for stated consideration of Rs. 8 lakhs. Accepting offer Shri B.K. Dubash purchased property for that price. market value of property according to GTO at that time was Rs. 76,18,143. 9. transaction was not disclosed by assessee to GTO. He, therefore, initiated proceedings under section 16(1)(a) and brought difference of Rs. 68,18,143 to tax by treating same as deemed gift under section 4(1)(a) and 4(1)(b) of Gift-tax Act, 1958 ('the Act'). 10. Before Commissioner (Appeals) assessee challenged initiation of proceedings under section 16(1)(a) and also contended that transfer of property Mount Nepean by trustees was not voluntary. It was contended by assessee that in order to constitute gift transfer should be voluntary. It was further submitted that GTO was wrong in bringing to tax difference. Commissioner (Appeals) did not agree with contention of assessee. He held that in case of trust, trustees have to carry out performances of trust. If they merely act in accordance with terms of trust it must be said that their action was not voluntary. According to him, if transfer was without adequate consideration, it would certainly be liable to gift-tax. It was also urged before Commissioner (Appeals) that section 4(1)(a) and (b) would not be attracted as transfer was in accordance with duty cast on trustees by clause 4 of amended trust deed. Commissioner (Appeals) did not agree with this argument also. He held that for purpose of gift-tax adequacy of consideration has to be adjudicated upon with reference to market value of property and not with reference to any other consideration. Section 6 of Act, according to him, specifically lays down that value of property shall be estimated to be price which it would fetch if sold in open market. GTO has valued property on that basis. He, therefore, held that gift-tax assessment was rightly made and dismissed assessee's appeal. Aggrieved by order of Commissioner (Appeals), assessee has filed present appeal before us. 11. Shri Dastur, learned counsel for assessee, contended that what trustees had done was to carry out obligations cast upon them by trust deed dated 2-8-1945, whereby they were obliged to sell property at Rs. 8 lakhs to Shri B.K. Dubash. trustees, according to him, had purely carried out their contractual obligation. trustees had no power to refuse acceptance of claim of purchaser, Shri B.K. Dubash to buy property at Rs. 8 lakhs and, therefore, they have not done any favour to purchaser on transfer of property. He, therefore, submitted that no element of gift at all is involved in present proceedings. In this connection, he has invited our attention to provisions of section 2(xii) of Act, which read as under: "(xii) 'gift' means transfer by one person to another of any existing movable or immovable property made voluntarily and without consideration in money or money's worth, and includes transfer or conversion of any property referred to in section 4, deemed to be gift under that section;', Taking aid of this definition, Shri Dastur contended that to treat transfer as gift, transfer should be voluntary. He has also invited our attention to commentary of Sampath Iyengar's Law of Income-tax wherein it has been stated that word 'voluntarily' means 'willingly and without compulsion' unfettered by influence or intercession, misrepresentation or coercion, force or fraud. One of chief ingredients of gift is that donor must be free agent, acting out of his own volition. executor or administrator making gift or property or distributing assets of deceased does so under legal obligation and cannot be said to be transferring voluntarily. Consequently, no gift-tax attaches to transfer made by executor or administrator. It was further submitted by him that Shri B.K. Dubash, purchaser, had pre- existing right and receipt of property in pursuance of such right would not amount to transfer, much less gift. In this connection, he has relied upon decision in case of CIT v. Madurai Mills Co. Ltd. [1973] 89 ITR 45 (SC). This was case of distribution of capital assets to shareholders on voluntary liquidation of company, wherein Supreme Court has held that when shareholder receives money representing his share on distribution of net assets of company in liquidation, he receives that money in satisfaction of right which belonged to him by virtue of his holding shares and not by operation of any transactions which amounts to sale, exchange, relinquishment or transfer. He has also relied upon Bombay High Court decision in case of CGT v. Cawasji Jehangir Co. (P.) Ltd. [1977] 106 ITR 390. It may be pointed out here that Shri B.K. Dubash to whom property has been sold by trust was not beneficiary under trust otherwise, namely, except option to acquire property at stated consideration in terms of clause 4 of trust deed dated 2-8-1945. 12. As regards applicability of section 4(1)(a), he submitted that provisions contained therein should not be read in isolation to section 2(xii). Since very concept of 'gift' requires transfer to be voluntary, same concept should be borne in mind while construing provisions of section 4(1)(a), which were deeming provisions. Section 4(1)(a), according to him, was introduced only with view to bring in those types of transfers which were made voluntarily, but for inadequate consideration. This object, he stressed, should be kept in mind while examining transaction with reference to section 4(1)(a). intention and object of particular provision has been so looked into by their Lordships of Supreme Court in case of K.P. Varghese v. ITO [1981] 131 ITR 597 at p. 604 and CIT v. J.H. Gotla [1985] 156 ITR 323 at p. 339. 13. learned departmental representative, on other hand, contended that fact that there was sale is not in dispute. It was sold for sum of Rs. 8 lakhs is also not in dispute. market price of property at time of sale was such higher than said price is also not in dispute, though as per GTO it was Rs. 76,18,143, whereas as per assessee it should have been lower figure. He, therefore, submitted that section 4(1)(a) is clearly applicable in this case. To invoke provisions of section 4(1)(a), there must be transfer, such transfer must be otherwise than for adequate consideration (the inadequacy is amount by which market value of property at date of transfer exceeds value of consideration). If these things are in existence, section 4(1)(a) comes into play, unless it comes within proviso, namely, transfer to Government or where value of consideration for transfer is determined by approval of Central Government or by the transfer is determined by approval of Central Government or by Reserve Bank of India is involved. Coming to definition of gift as contained in section 2(xii) it was submitted by learned departmental representative that this definition is in two parts. first part embraces only those transfers which are made voluntarily and without any consideration. second part which starts with 'and includes transfer or conversion of any properties referred to in section 4 deemed to be gift in that section', is inclusive definition which is generally used notwithstanding general scope of particular meaning. Though it may not be gift under general law or under first definition under section 2(xii), it would be gift by virtue of latter part of definition contained in section 2(xii) and for construing latter part we cannot go beyond meanings of statute as contained in section 4. Since section 4 does not require that transfer must be voluntary, same should not be assumed. 14. We have heard parties and considered their rival submissions very carefully. We are concerned in this case with interpretation of term 'gift' as contained in section 2(xii) and scope of section 4(1)(a) as well as section 4(1)(b). We have already extracted definition of gift under section 2(xii). provisions of section 4(1)(a) and section 4(1)(b) are as under: "(1) For purposes of this Act,-- (a) where property is transferred otherwise than for adequate consideration, amount by which market value of property at date of transfer exceeds value of consideration shall be deemed to be gift made by transferor: Provided that nothing contained in this clause shall apply in any case where property is transferred to Government or where value of consideration for transfer is determined or approved by Central Government or Reserve Bank of India; (b) where property is transferred for consideration which, having regard t o circumstances of case, has not passed or is not intended to pass either in full or in part from transferee to transferor, amount of consideration which has not passed or is not intended to pass shall be deemed to be gift made by transferor;" 15. GTO had applied both section 4(1)(a) as well as section 4(1)(b). However, we fail to understand as to how section 4(1)(b) is applicable in this case. This section applies only in case where stipulated consideration for transfer does not pass or was not intended to pass either in full or in part from transferee to transferor. No case has been made out by GTO of such nature. In this case, consideration intended was Rs. 8 lakhs and it passed from transferee to transferor. Therefore, we have to confine our discussion in this case only with reference to provisions of section 4(1)(a) read with section 2(xii). 16. Section 2(xii) defines 'gift' as transfer of any existing property, movable or immovable, made voluntarily by one person to another without consideration in money or money's worth. definition to this extent is more or less in pari materia to definition given under Transfer of Property Act, 1882. We agree with Mr. Dastur that to treat transfer as gift, transaction must be voluntary. But this would be relevant only so far as first part of definition is concerned. As has rightly been contended by learned departmental representative that that is not end of matter. One should read definition as whole without ignoring second part of definition contained in section 2(xii), which includes deemed gift covering transfer or conversion of any property referred to in section 4, viz., transfers which are for nominal or for inadequate considerations, etc. word 'includes' in our opinion, shuts one out for looking into various ingredients contained in first part of definition. word 'voluntary', therefore, cannot be read into while construing provisions of section, unless it is specifically mentioned therein. We have already extracted provisions of section 4(1)(a) and word 'voluntarily' does not find any place therein. To bring provisions of section 4(1)(a) into play, two things are necessary, i.e., (i) there must be transfer, in this case it is not disputed that there was transfer, and (ii) such transfer must be for inadequate consideration. If these two things are found in transaction, application of section 4(1)(a) cannot be avoided. We agree that on plain interpretation of this clause, which is very sweeping and unrestricted, it may embrace transactions between strangers dealing at arm's length and not mainly between relations and friends, whether made in normal course of business or incidental thereto, or made deliberately to particular individual, notwithstanding fact whether deficiency in consideration is purposeful or comes to knowledge of parties on investigation and whether quantum of deficiency is small or great. Section 4(1)(a) deals with gift which primarily is not gift made by assessee, but which is to be included in gift made by assessee, if conditions laid down in that section are satisfied. In other words, this is deemed gift of assessee and not his actual gift. 17. Since we are of opinion that concept of 'voluntarily' cannot be imported into while interpreting section 4(1)(a), we do not see any substance in argument of Shri Dastur that trustees were bound under terms of trust deed to transfer property at stated consideration or that it was their contractual obligation. It would be relevant to extract observations of Supreme Court in case of K.P. Varghese. "This construction which we are placing on sub-section (2) also marches in step with Gift-tax Act, 1958. If capital asset is transferred for consideration below its market value, difference between market value and full value of consideration received in respect of transfer would amount to gift liable to tax under Gift-tax Act, 1958, but if construction of sub-section (2) contended for on behalf of revenue were accepted, such difference would also be liable to be added as part of capital gains taxable under provisions of Income-tax Act, 1961. This would be anomalous result which could never have been contemplated by Legislature, since Income-tax Act, 1961 and Gift-tax Act, 1958 are parts of integrated scheme of taxation and same amount which is chargeable as gift could not be intended to be charged also as capital gains." 18. We, however, feel that considerations of contractual obligation of trustees to transfer property at particular price could be relevant factor in determining adequacy of consideration. adequacy, as we have stated above, is second important characteristic which must be fulfilled for invoking provisions of section 4(1)(a). concept of inadequate consideration has to be construed in broad common sense. Consideration has to be for money or money's worth. If it is money, inadequacy is easy to determine. If consideration is not in money but in other forms, determination of its monetary value and inadequacy is, as per judicial decisions, estimated with reference to fair equivalent test, i.e., whether what is given is fair equivalent of what is received. Adequate consideration is not necessarily what is ultimately determined by someone as its market value. We do not agree with learned departmental representative that measure of inadequacy is difference between market value of property and value of consideration. first thing which one has to see before applying section 4(1)(a) and treating difference between market value and consideration is as to whether transfer was for inadequate consideration. If stated consideration is not capable of being termed 'inadequate' matter ends there, how so high market value it may have in comparison to stated consideration. In case of I.C.I. (India) (P.) Ltd. v. GTO [1977] 110 ITR 88, Calcutta High Court has taken view that in transfer of share pursuant to arrangement, there would be no question of same being without adequate consideration under section 4(a) [now section 4(1)(a)]. In that case, market value of shares transferred by assessee was Rs. 19,55,93,621, whereas they were transferred at price of Rs. 5,25,30,720 and deemed gift was valued by GTO at Rs. 14,04,62,901. scheme of arrangement in this case was that assessee had obtained loan from ICI on condition that assessee would invest said loan for purchasing or acquiring shares of three companies referred to in scheme. Subject to certain terms assessee would enjoy dividends so long as he retained shares and he would also hold shares beneficially. But as and when called upon assessee would transfer said shares to ICI at par. transfer in that case by assessee of shares of ICI which was subject matter of consideration took place by virtue of above arrangement. Similarly, in case before us, there was term in trust deed under which property was transferred by assessee-trust to purchaser, Shri R.K. Dubash, for stated consideration of Rs. 8 lakhs. When property is transferred as per binding term of deed, it may not be possible to hold that transfer was for inadequate consideration. 19. In case of Cawasji Jehangir Co. (P.) Ltd. Bombay High Court h s held that resolution to reduce its share capital by returning to its shareholders' shares of other companies, whose market value on date of resolution was Rs. 97,75,539 and on date of actual delivery to shareholders Rs. 1,04,64,157 did not lead to conclusion that transfer was for inadequate consideration, even though difference was of Rs. 6,87,618. Therefore, even though we do not agree with Shri Dastur on point that concept of voluntary transfer has also to be borne in mind while construing section 4(1)(a), we allow appeal on ground stated by us above, namely, that there was no inadequate consideration. 20. Our above conclusion would also be in consonance with ratio laid down by Supreme Court in case of Madurai Mills Co. Ltd. wherein their Lordships have held that receipt of money by shareholder on liquidation of company is in satisfaction of right which belonged to him by virtue of holding shares and not by operation of re-transaction which amounts to sales, exchange, relinquishment or transfer. purchaser, Shri B.K. Dubash, had been conferred right to purchase said property by virtue of clause 4 of trust deed dated 2-8-1945. Therefore, market value even if it was higher than stated consideration of Rs. 8 lakhs would be in satisfaction of his right as per terms of trust deed and not by operation of transaction amounting to sale or gift. consideration of Rs. 8 lakhs for sale could not in that situation be called inadequate. 21. It may also be stated that in this case no allegation has been made out by revenue that transaction was with view to avoid tax nor could any such allegation be raised in respect of transaction as at time when Shri B.K. Dubash was given right to purchase this property at Rs. 8 lakhs, Act was not in book. Act came into force in 1958, while transaction was much before in year 1945. Furthermore, in 1945, it could not have been anticipated that property would fetch market value as high as Rs. 76 lakhs and odd as estimated by GTO. This line of reasoning we have given in our order to show that object of section 4(1)(a) was to enrope those transactions which were deliberately or consciously made at price lower than market value if at all object of section is to be taken into consideration while construing that section. 22. In result, appeal is allowed. Per Shri B.S. Ahuja, Judicial Member -- I concur with order proposed by my learned brother that there is no gift involved in this case. In my opinion, however, reading plain words of section 2(xii) requirement that transfer should be voluntary would apply even to deemed gift, because it would be illogical to hold that transfer without consideration must be voluntary to be gift but for inadequate consideration need not be so. *** TRUSTEES OF MOUNT NEPEAN TRUST v. GIFT TAX OFFICER