JUDGMENT judgment of court was delivered by L. Narasimha Reddy J.-This appeal is filed by assessee feeling aggrieved by order dated October 31, 2003, passed by Hyderabad Bench of Income-tax Appellate Tribunal in IT(SS)A No. 74/Hyd/ 2002. appellant is partnership firm. It was undertaking activity of analysing chemical compounds and pollutants. firm is part of group of establishments, by name Bhagavati Ana Labs Ltd. search was conducted in parent organisation on July 30, 1998. On basis of that, showcause notice was issued to appellant on November 25, 1998, under section 158BD of Income-tax Act, 1961 (for short "the Act"). appellant was required to file returns for block period 1988-89 to 1997-98. In compliance with notice, appellant submitted returns showing nil income. Assessing Officer processed same and passed order dated December 26, 2000, taking view that appellant sold its assets, worth Rs. 33,02,349; actual sale value thereof is Rs. 1,12,93,389 and that it is liable to pay capital gains tax on Rs. 79,91,040. It was held that transaction is covered by section 45(4) of Act. Aggrieved by that, appellant filed appeal before Commissioner of Income-tax (Appeals). appeal was rejected through order dated February 27, 2002. Thereafter, appellant filed IT(SS)A No. 74/Hyd/2002 before Tribunal. That was dismissed by Tribunal on October 31, 2003, and it was held that even if transaction does not fall under section 45(4) of Act it would get attracted by section 45(1) of Act. Sri A. V. Krishna Kaundinya, learned senior counsel for appellant, submits that view taken by Assessing Officer or Tribunal cannot be sustained in law. He contends that though assets were transferred by firm, consideration in form of transfer of shares was paid to partners and net result was that appellant did not receive any consideration at all. He contends that it was not even case of Assessing Officer that section 45(1) of Act gets attracted and once Tribunal found that there was no distribution of assets contemplated under section 45(4) of Act, matter ought to have been left at that. It is also pleaded that makeover of assets from firm to its own sister company cannot be treated as transfer, within meaning of section 48 of Act. Sri S. R. Ashok, learned senior standing counsel for respondent, on other hand, submits that this is not case where appellant-firm stood merged with transferee company and, on other hand, it is clear case where assets of firm were sold to company, after dissolution. He submits that consideration for assets, transferred by appellant was payable to it; and only by way of internal arrangement, consideration, in form of shares was paid to respective partners, in accordance with their shares in firm. He submits that all authorities have analysed facts correctly on basis of record and applied relevant principles of law. basic facts are not in dispute. Notice under section 158BD of Act was issued to appellant on November 25, 1998, and in response to that, return with nil income was filed. It is in course of processing of return, that it was found that appellant sold its assets on May 5, 1995, in favour of company. Capital gains tax in relation to said transaction was not paid on ground that transferee company has only allotted some shares to partners of firm and no transfer as such, has taken place. Section 45 of Act reads as under: "45. Capital gains.-(1) Any profits or gains arising from transfer of capital asset effected in previous year shall, save as otherwise provided in sections 54, 54B, 54D, 54E, 54F, 54G and 54H, be chargeable to income-tax under head'Capital gains', and shall be deemed to be income of previous year in which transfer took place. (1A) Notwithstanding anything contained in sub-section (1), where any person receives at any time during any previous year any money or other assets under insurance from insurer on account of damage to, or destruction of, any capital asset, as result of- (i) flood, typhoon, hurricane, cyclone, earthquake or other convulsion of nature; or (ii) riot or civil disturbance; or (iii) accidental fire or explosion; or (iv) action by enemy or action taken in combating enemy (whether with or without declaration of war), then, any profits or gains arising from receipt of such money or other assets shall be chargeable to income-tax under head'Capital gains' and shall be deemed to be income of such person of previous year in which such money or other asset was received and for purposes of section 48, value of any money or fair market value of other assets on date of such receipt shall be deemed to be full value of consideration received or accruing as result of transfer of such capital asset. (2) Notwithstanding anything contained in sub-section (1), profits or gains arising from transfer by way of conversion by owner of capital asset into, or its treatment by him as stock-in-trade of business carried on by him shall be chargeable to income-tax as his income of previous year in which such stock-in-trade is sold or otherwise transferred by him and, for purposes of section 48, fair market value of asset on date of such conversion or treatment shall be deemed to be full value of consideration received or accruing as result of transfer of capital asset. (2A) Where any person has had at any time during previous year any beneficial interest in any securities, then, any profits or gains arising from transfer made by depository or participant of such beneficial interest in respect of securities shall be chargeable to income-tax as income of beneficial owner of previous year in which such transfer took place and shall not be regarded as income of depository who is deemed to be registered owner of securities by virtue of sub-section (1) of section 10 of Depositories Act, 1996, and for purpose of- (i) Section 48; and (ii) Proviso to clause (42A) of section 2, cost of acquisition and period of holding of any securities shall be determined on basis of first-in- first-out method. (3) profits or gains arising from transfer of capital asset by person to firm or other association of persons or body of individuals (not being company or co-operative society) in which he is or becomes partner or member, by way of capital contribution or otherwise, shall be chargeable to tax as his income of previous year in which such transfer takes place and, for purposes of section 48, amount recorded in books of account of firm, association or body as value of capital asset shall be deemed to be full value of consideration received or accruing as result of transfer of capital asset. (4) profits or gains arising from transfer of capital asset by way of distribution of capital assets on dissolution of firm or other association of persons or body of individuals (not being company or co-operative society) or otherwise, shall be chargeable to tax as income of firm, association or body, of previous year in which said transfer takes place and, for purposes of section 48, fair market value of asset on date of such transfer shall be deemed to be full value of consideration received or accruing as result of transfer." From perusal of this, it becomes clear that obligation to pay capital gains tax arises once, citizen or assessee transfers capital asset, owned by him. Certain exceptions are provided for it and appellant is not able to bring its case within purview of those exceptions. As regards plea of appellant that consideration for assets was paid in form of shares to respective partners, Assessing Officer took view that obligation to pay capital gains tax arose on account of transfer of capital by way of distribution of capital assets, on dissolution of firm. That view was upheld by Commissioner. Tribunal, however, held that sale took place, before dissolution of firm and it is not case of distribution of assets, contemplated under section 45(4) of Act. argument on behalf of appellant that once case does not fall under section 45(4) of Act, matter must be left at that, cannot be accepted. finding that there was no distribution of assets does not lead to conclusion that there is no transfer at all, particularly when it is not even disputed that sale as such has taken place, with participation of appellant. second ground urged by appellant is with reference to manner of payment of consideration. It does not make much of difference as to whether consideration paid in form of money or otherwise or whether it was paid to someone other than transferor; in context of levy of capital gains tax. Either transferor may receive entire consideration directly or may instruct transferee to pay consideration to third party. Either way, it would be payment to transferor, from point of view of section 45 of Act. Added to that, consideration may be in terms of money, or in form of alternative property, or shares of transferee company. What becomes substratum, in this regard, would be consideration, in terms of money value. Once money value of asset is fixed, tax is to be paid thereon notwithstanding fact that actual consideration was paid in different form, albeit, to third party. In instant case, consideration in form of allotment of shares was paid to partners of appellant on its instructions. There was no direct transaction between partners on one hand and transferee company, on other. attempt is made to apply concept underlying clause (xiii) of section 47 of Act. Firstly, provision was not in vogue in relevant assessment year. Secondly, assuming that concept was in offing and in given case, it may be applied if facts support. case of appellant does not fall into that. It was not case of succession of firm by appellant-firm by transferee company, much less there was any exercise of corporatisation or demutualisation, which are essential to attract clause (xiii) of section 47 of Act. appellant is not able to demonstrate that figures mentioned by Assessing Officer are incorrect. We do not find any basis to interfere with order under appeal. appeal is, accordingly, dismissed. There shall be no order as to costs. miscellaneous petitions, if any, filed in this appeal shall also stand disposed of. *** Ana Labs v. Deputy Commissioner of Income-tax