Merger vs Slump Sale vs Share Purchase: Strategic Tax and Stamp Duty Comparison for Indian Corporates

Executive Overview: The Corporate Restructuring Trilemma for Promoters & Dealmakers

In the high-stakes arena of Indian corporate growth, mergers and acquisitions (M&A), business consolidations, and promoter divestments, deciding how to acquire or transfer a business enterprise is as critical as negotiating the commercial valuation itself. Dealmakers, chief financial officers, private equity investors, and board advisors are perpetually faced with a strategic restructuring trilemma: Should the transaction be executed as a Court-Approved Merger / Amalgamation under Sections 230–232 of the Companies Act, 2013; an Asset Undertaking Transfer via Slump Sale under Section 50B of the Income-tax Act, 1961; or a Direct Share Purchase via a Share Purchase Agreement (SPA)?

Each restructuring avenue carries profoundly divergent legal, tax, accounting, and cash flow consequences. A structure that minimizes headline income tax may trigger astronomical, deal-breaking state stamp duty liabilities; an arrangement that accelerates transaction execution within weeks may permanently destroy valuable accumulated tax losses and unabsorbed depreciation; and an acquisition designed to leave historical liabilities behind may inadvertently trigger an eighteen percent Goods and Services Tax (GST) levy on the entire transaction value due to improper contractual drafting.

Furthermore, sweeping legislative interventions—including the codification of Fair Market Value (FMV) computation rules under Rule 11UAE for slump sales, stringent anti-abuse valuation checks under Section 56(2)(x) and Section 50CA, rigorous restrictions on carrying forward accumulated tax losses under Section 72A and Section 79, and evolving state-specific stamp duty jurisprudence on National Company Law Tribunal (NCLT) merger orders—have eliminated traditional "cookie-cutter" restructuring advice. Strategic corporate advisors deploying assureOffice and its integrated financial modeling suite assureFinancials must master the intricate interplay between the Companies Act, the Income-tax Act, the Central Goods and Services Tax Act, and State Stamp Acts to design transactions that maximize net transaction value while mitigating long-term regulatory exposure.

Comprehensive Structural Comparison: The Three Acquisition Routes

To establish a solid foundational baseline, corporate legal and tax counsels must evaluate the legal and structural mechanics of the three deal structures:

Structural Dimension	Merger / Amalgamation	Slump Sale (BTA)	Share Purchase (SPA)
Legal Mechanism	Statutory compromise/arrangement sanctioned by the National Company Law Tribunal (NCLT) under Sections 230–232 of the Companies Act, 2013 (or Section 233 Fast-Track).	Contractual transfer of an "undertaking" as a going concern for a lump-sum consideration without values being assigned to individual assets and liabilities via a Business Transfer Agreement (BTA).	Direct contractual purchase of equity or preference shares from existing shareholders via a Share Purchase Agreement (SPA) and Form SH-4.
Target of Acquisition	Entire corporate entity dissolves without winding up; all assets, rights, permits, contracts, and liabilities merge into the Transferee Company.	Specific identifiable business division, plant, or operational undertaking; corporate shell of the Seller Company remains alive.	Underlying corporate ownership and share capital; all enterprise assets and historical liabilities remain locked inside the target company.
Regulatory Approval Body	NCLT, Regional Director (RD), ROC, Official Liquidator (OL), and sectoral regulators (CCI, RBI, SEBI if applicable).	Shareholder approval via Special Resolution under Section 180(1)(a) (if transferring whole or substantially whole undertaking); bank/lender NOCs.	Board approval for share transfer registration; RBI approval / Form FC-TRS if non-resident involved; CCI approval if exceeding merger thresholds.
Transaction Timeline	6 to 12 months under standard NCLT route; 4 to 6 months under Fast-Track Section 233 route.	4 to 8 weeks (commercial negotiation, lender NOCs, BTA signing, and business handover).	1 to 3 weeks (due diligence completion, SPA execution, share transfer form processing, and fund settlement).
Liability Ring-Fencing	None. Transferee company statutorily assumes all unknown, undisclosed, and contingent historical liabilities of the Transferor.	High. Buyer cherry-picks defined business liabilities; historical corporate, income tax, and environmental legacy remains with Seller entity.	Low. The acquired corporate vehicle retains all historical tax, labor, litigious, and contractual liabilities, requiring heavy indemnity protections.

Direct Tax Dimensions: Capital Gains, Loss Carry-Forward & Anti-Abuse Rules

1. Statutory Mergers: Complete Tax-Neutrality under Section 47

Under Indian tax law, a statutory amalgamation enjoys complete, two-tiered tax-neutrality provided the conditions of Section 2(1B) of the Income-tax Act are strictly satisfied:

1. All the property of the amalgamating company (transferor) becomes the property of the amalgamated company (transferee).
2. All the liabilities of the amalgamating company become the liabilities of the amalgamated company.
3. Shareholders holding not less than three-fourths (75%) in value of the shares in the amalgamating company become shareholders of the amalgamated company.

When Section 2(1B) is satisfied:

• Entity-Level Exemption (Section 47(vi)): Any transfer of a capital asset by the amalgamating company to the amalgamated company is expressly exempt from capital gains tax, provided the amalgamated company is an Indian company.
• Shareholder-Level Exemption (Section 47(vii)): Any transfer by a shareholder of shares held in the amalgamating company in consideration for the allotment of shares in the amalgamated company is fully exempt from capital gains tax.
• Carry-Forward of Accumulated Losses (Section 72A): The accumulated business loss and unabsorbed depreciation of the amalgamating company are deemed to be the loss and depreciation of the amalgamated company for the previous year in which the amalgamation is effected. However, Section 72A is strictly restricted to amalgamating companies owning an industrial undertaking (manufacturing, software, electricity, telecommunications), ship, or hotel. Furthermore, the amalgamated company must continue the business for at least five years and achieve at least seventy-five percent production capacity utilization within four years.

2. Slump Sale under Section 50B: The Deemed Capital Gains Regime

A slump sale is governed by the special computational provisions of Section 50B, which defines slump sale as the transfer of one or more undertakings as a result of the sale for a lump sum consideration without values being assigned to individual assets and liabilities. Critical tax rules include:

• Net Worth Computation: The "Net Worth" of the undertaking serves as the deemed cost of acquisition and improvement under Section 48. Net worth is calculated by taking the aggregate book value of assets (depreciable assets taken at written down value under Section 43(6), other assets at book value) minus total liabilities. No indexation benefit is allowed under Section 50B.
• Long-Term vs Short-Term Characterization: If the undertaking has been owned and held by the seller for more than thirty-six (36) months, the capital gains are taxed as long-term capital gains (LTCG). If held for 36 months or less, they are taxed as short-term capital gains (STCG). Crucially, the holding period is determined with reference to the undertaking as a whole, regardless of whether individual machinery or assets inside the undertaking were purchased last month.
• The Mandatory FMV Architecture (Rule 11UAE): Following the Finance Act 2021 amendment, the full value of consideration is no longer the contractual price agreed between buyer and seller. Under Section 50B(2)(ii) read with Rule 11UAE, the consideration is deemed to be the higher of FMV1 (fair market value of the capital assets transferred as part of the undertaking, valuing immovable property at stamp duty circle rates and jewellery/shares at market rules) and FMV2 (fair market value of the consideration received, including monetary and non-monetary value). This prevents promoters from understating slump sale valuations.

3. Share Purchase: Anti-Abuse Traps under Section 56(2)(x), 50CA & Section 79

While purchasing shares is commercially straightforward, it is surrounded by severe statutory tax tripwires:

• Section 50CA (Deemed Full Value of Consideration for Seller): Where unlisted shares are sold at a price lower than their fair market value determined under Rule 11UA (Book Value NAV method for equity shares), the Rule 11UA value is statutorily substituted as the full value of consideration for computing the seller's capital gains.
• Section 56(2)(x) (Deemed "Gift" Income for Buyer): If the buyer acquires unlisted shares from the seller for a consideration that is less than their Rule 11UA fair market value by an aggregate difference exceeding ₹50,000, the difference is taxed in the hands of the buyer as "Income from Other Sources" at regular corporate/individual slab rates.
• Section 79 (Forfeiture of Accumulated Business Losses): Where a change in shareholding takes place in an unlisted company such that shareholders holding at least fifty-one percent (51%) of the voting power on the last day of the year in which the loss was incurred do not continue to hold 51% on the last day of the current year, all accumulated business losses permanently lapse and cannot be carried forward. (Section 79 provides a narrow carve-out for eligible DPIIT-recognized startups under Section 80-IAC, provided all original shareholders continue to hold shares). Unabsorbed depreciation under Section 32(2) is not hit by Section 79.

Indirect Tax Dimensions: The GST Exemption vs The Itemized Asset Trap

The indirect tax treatment across the three routes reveals profound contrasts that can alter deal cash flows:

1. Share Purchase: Outside the Scope of GST

Under Section 2(52) and Section 2(102) of the Central Goods and Services Tax (CGST) Act, 2017, the definitions of "goods" and "services" expressly exclude securities. Therefore, a pure transfer of shares is completely outside the purview of GST. Zero GST applies on the consideration, and no input tax credit reversals are triggered.

2. Slump Sale: Exemption as a "Transfer of a Going Concern"

Under Entry No. 2 of Notification No. 12/2017-Central Tax (Rate), services by way of transfer of a going concern, as a whole or an independent part thereof, are subject to a NIL rate of GST. For a slump sale to qualify for this complete tax exemption, two stringent legal conditions must be met:

1. The business undertaking transferred must possess operational autonomy, capable of functioning independently as a going concern post-transfer (including operating licenses, customer contracts, core workforce, and key plant assets).
2. The consideration must be a lump-sum amount without assigning individual values to separate plant, machinery, inventory, or movable assets in the agreement.

3. The Deadly "Itemized Asset Sale" Trap

If an inexperienced drafter attempts to execute an asset transfer by itemizing prices—e.g., assigning ₹10 Cr to land, ₹5 Cr to factory building, ₹4 Cr to specialized machinery, and ₹1 Cr to inventory—the transaction loses its "going concern" characterization. The tax department reclassifies the deal as an itemized sale of goods, levying standard GST (typically 18% on plant and machinery and 12% to 18% on inventory). On a ₹50 Crore transaction, this creates an unexpected ₹9 Crore immediate cash tax liability.

4. Transfer of Unutilized Input Tax Credit (ITC) via Form GST ITC-02

Under Section 18(3) of the CGST Act read with Rule 41 of the CGST Rules, in the event of a merger, demerger, amalgamation, or slump sale of a business with a specific provision for transfer of liabilities, the seller is statutorily entitled to transfer the unutilized balance of Input Tax Credit (ITC) lying in its Electronic Credit Ledger to the buyer by filing Form GST ITC-02 on the common GST portal, accompanied by a CA certificate verifying that the undertaking was transferred with liabilities.

Stamp Duty Landscape: State-Specific NCLT Levies vs Uniform Share Duty

Stamp duty is a state subject under Entry 63 of List II (State List) of the Seventh Schedule to the Constitution of India. Consequently, stamp duty rates on corporate restructuring vary wildly across Indian states, creating significant planning opportunities and pitfalls:

Restructuring Mode	Governing Stamp Statute	Applicable Stamp Duty Rate	Practical Structuring Impact
Share Purchase (SPA)	Indian Stamp Act, 1899 (Uniform National Central Rate)	0.015% (fifteen rupees per lakh) on the market value of shares transferred, collected through stock exchanges or depositories via NSDL/CDSL.	Extremely nominal stamp duty footprint. The cheapest restructuring route by a substantial margin.
Slump Sale (BTA) - Movable Assets	State Stamp Acts (Conveyance on Movable Property)	Typically 3% to 5% on the value of movable assets transferred via written instrument, or nominal duty if transferred by physical delivery with simple delivery memo.	Agreements must be structured to effect delivery of movable plant and machinery by manual delivery wherever legally permissible to mitigate conveyance duty.
Slump Sale (BTA) - Immovable Property	State Stamp Acts (Conveyance of Land/Factory)	5% to 8% plus applicable local municipal surcharges on the circle rate / market value of real estate transferred.	Substantial cash outlay. Requires executing a formal registered Deed of Conveyance before the Sub-Registrar of Assurances.
NCLT Merger Order (Maharashtra)	Bombay Stamp Act, 1958 (Article 25(da))	10% of market value of shares issued plus consideration, OR 5% of true market value of immovable property located in Maharashtra, whichever is higher, subject to a statutory cap of ₹25 Crore.	Heavy stamp duty burden on large amalgamations. Must be modeled in advance to evaluate whether capping thresholds apply.
NCLT Merger Order (Delhi / Haryana)	Delhi Stamp Rules / Haryana Stamp Act	Delhi: 3% on market value of shares or immovable property. Haryana: 1.5% to 3% depending on location of assets.	Significantly lower stamp duty than Maharashtra or Gujarat; corporate holding entities often locate their registered offices accordingly.

7 Practical Worked Examples & Numerical Case Studies

Case Study 1: Manufacturing Conglomerate Divesting a Non-Core Division via Section 50B

Context: Bharat Auto Ltd owns two distinct divisions: an engine components division and an electric mobility battery division. The battery division, established in 2021, has a book value of assets of ₹45 Crore (depreciated WDV of factory and machinery = ₹35 Cr; current assets = ₹10 Cr) and trade liabilities of ₹15 Crore, yielding a net worth of ₹30 Crore. An EV conglomerate agrees to acquire the battery division for a lump-sum price of ₹70 Crore. Real estate circle rate indicates land value of ₹25 Cr against book WDV of ₹10 Cr.

Tax & Valuation Modeling under Section 50B and Rule 11UAE:

1. Holding Period: Held from 2021 to 2026 (>36 months) $ ightarrow$ Deemed Long-Term Capital Gain (LTCG).
2. Net Worth Computation: Book WDV of assets (₹45 Cr) - Liabilities (₹15 Cr) = ₹30 Crore. No indexation allowed under Section 50B.
3. Rule 11UAE FMV1 Calculation: Immovable property substituted at circle rate (₹25 Cr vs ₹10 Cr book value $ ightarrow$ +₹15 Cr increase). Adjusted FMV1 = ₹70 Cr + ₹15 Cr = ₹85 Crore. Actual cash consideration = ₹70 Crore.
4. Deemed Full Value of Consideration = Higher of Actual (₹70 Cr) or FMV1 (₹85 Cr) = ₹85 Crore.
5. Capital Gain = Deemed Consideration (₹85 Cr) - Net Worth (₹30 Cr) = ₹55 Crore.
6. LTCG Tax at 20% (with surcharge/cess = 22.88%) = ₹12.58 Crore.

Because the transaction was executed as a going concern transfer without itemizing machinery, GST is 0% (NIL) under Notification 12/2017-CT(Rate), saving ₹12.60 Crore in indirect taxes.

Case Study 2: NCLT Merger of a Profitable Parent with a Loss-Making Manufacturing Subsidiary

Context: Apex Steel Ltd (earning annual pre-tax profits of ₹100 Crore) merges with its wholly owned subsidiary, Vulcan Alloys Ltd, which owns an operational steel rolling mill. Vulcan Alloys has accumulated business losses of ₹60 Crore and unabsorbed depreciation of ₹40 Crore. The NCLT approves the merger under Sections 230–232.

Tax & Section 72A Analysis:

• Because Vulcan Alloys owns an industrial undertaking (steel manufacturing), Section 72A applies.
• The entire ₹60 Crore business loss and ₹40 Crore unabsorbed depreciation are deemed to be Apex Steel Ltd's losses for the year of amalgamation.
• Apex Steel offsets the full ₹100 Crore losses against its ₹100 Crore operating profit, reducing its taxable income to zero.
• At the 25.17% corporate tax rate (Section 115BAA), Apex Steel saves ₹25.17 Crore in direct cash tax during year one.
• Apex Steel undertakes to maintain the steel rolling plant operational at ≥75% capacity for five consecutive years to satisfy Section 72A post-merger compliance conditions.

Case Study 3: The Fatal Section 79 Trap in a Private Equity Share Buyout

Context: NextGen Healthtech Pvt Ltd accumulated business losses of ₹25 Crore during its tech development phase. A private equity fund agrees to inject ₹50 Crore by acquiring a 65% equity stake from the existing angel investors and promoters through a Share Purchase Agreement.

Resolution: Because the existing shareholders (promoters) holding 100% of voting power see their holding drop from 100% to 35% (falling below the mandatory 51% continuity floor), Section 79 is instantly triggered. The entire ₹25 Crore in accumulated business losses is statutorily forfeited and can never be offset against future profits. To avoid this catastrophe, the deal advisors restructure the transaction: the PE fund acquires a 49% voting equity stake accompanied by convertible non-voting preference shares, preserving 51% promoter voting power until the ₹25 Crore loss is fully absorbed against operational profits over the subsequent two financial years.

Case Study 4: Rescuing an Itemized Asset Sale from an 18% GST Demand

Context: CloudPrint Ltd sold its offset printing factory to Rapid Media Pvt Ltd for ₹20 Crore. The drafted agreement contained a detailed schedule pricing the Heidelberg printing press at ₹8 Cr, paper stock at ₹3 Cr, and the building at ₹9 Cr. The GST Department issued Form DRC-01 demanding 18% GST (₹2.16 Crore) on the machinery and stock, asserting that itemization destroyed the "going concern" exemption.

Resolution: The taxpayer's tax counsel files an exhaustive defense before the Appellate Authority: (a) Demonstrating that all existing operational printing contracts, factory labor union agreements, and factory electrical sub-station permits were transferred in entirety; (b) Proving that operations never ceased for a single day; (c) Citing the Authority for Advance Rulings (AAR) decision in In re Innovative Textiles, establishing that mere reference to asset valuations in an annexure for insurance or bank loan purposes does not invalidate the holistic transfer of an undertaking as a going concern. The ₹2.16 Crore GST demand is quashed.

Case Study 5: Stamp Duty Arbitrage on an NCLT Scheme Order

Context: A telecom infrastructure group plans to merge two unlisted operating subsidiaries holding nationwide cell towers. The transferor company has its registered office in Mumbai, Maharashtra (where stamp duty on NCLT orders is 10% of share value, capped at ₹25 Cr), while its towers are spread across Madhya Pradesh, Delhi, and Karnataka.

Optimization Strategy: Prior to filing the merger petition before the NCLT, the group executes a board resolution and files Form INC-23 to shift the transferor's registered office to its primary operations hub in Delhi. The merger petition is subsequent filed before NCLT New Delhi Bench. The applicable stamp duty under Delhi regulations is 3% on the localized asset base, resulting in a total stamp duty outlay of ₹4.2 Crore compared to the ₹25 Crore statutory cap exposure under the Bombay Stamp Act, legally saving ₹20.8 Crore in transaction taxes.

Case Study 6: Defending a Distressed Slump Sale against Section 56(2)(x)

Context: Due to severe market insolvency, Apex Logistics sells its loss-making freight forwarding division (Book Net Worth = ₹12 Crore) to a competitor for a nominal cash consideration of ₹3 Crore. The tax assessing officer treats the difference of ₹9 Crore (₹12 Cr Net Worth - ₹3 Cr price) as deemed gift income in the hands of the buyer under Section 56(2)(x).

Resolution: The buyer establishes that: (a) Section 56(2)(x) specifically applies to the receipt of specified "property" (shares, immovable property, jewellery, art); (b) An "undertaking" transferred as a going concern is a composite business entity and does not fall within the enumerated definition of "property" under Explanation to Section 56(2)(vii); (c) The valuation was supported by an independent Registered Valuer's discounted cash flow (DCF) report establishing negative enterprise value due to massive lease commitments. The addition is deleted by the ITAT.

Case Study 7: Cross-Border Acquisition Flip (Share Swap vs Slump Sale)

Context: A US SaaS unicorn desires to acquire an Indian enterprise software startup. The Indian startup founders hold 100% shares with negligible cost base; the Indian company has no debt and ₹15 Cr in cash reserves. The US acquirer proposes an offshore share swap (issuing US parent stock to the Indian founders).

Resolution: An offshore share swap is not tax-neutral in India. Under Section 47, only amalgamations between Indian companies or where the transferee is an Indian company are exempt. The Indian founders would incur immediate capital gains tax at 20% on the fair market value of the US shares received, creating a massive cash tax liability without receiving liquid cash. Dealmakers pivot to a structured acquisition: the US acquirer establishes an Indian wholly owned subsidiary, which acquires the software undertaking via a cash-and-debt slump sale under Section 50B, or executes a direct cash buyout of shares, allowing founders to utilize Section 54F capital gains exemptions.

Strategic Decision Matrix: Selecting the Optimal Deal Structure

Primary Commercial Driver	Recommended Restructuring Route	Strategic Rationale & Critical Safeguards
Speed of Execution is Paramount (<30 Days)	Share Purchase (SPA)	Avoids NCLT court processes and complex business transfer handovers. Requires exhaustive legal due diligence and seller indemnities.
Carrying Forward Massive Tax Losses (Sec 72A)	NCLT Merger / Amalgamation	Sole statutory route to transfer business losses of industrial undertakings to a profitable entity. Slump sale and share purchases cannot transfer losses.
Cherry-Picking Clean Business from Litigious Company	Slump Sale (BTA)	Enables buyer to acquire profitable operational division while leaving historical environmental, tax, and labor liabilities behind in the seller entity.
Minimizing Upfront Stamp Duty Outlay	Share Purchase (SPA)	Uniform national stamp duty rate of 0.015% avoids crushing state conveyance stamp duties (5% to 10%) on immovable property and NCLT orders.
Zero Immediate Tax Liability for All Parties	NCLT Merger / Amalgamation	Complete statutory tax-neutrality for both the merging companies and shareholders under Section 47(vi) and 47(vii).
Monetizing Non-Core Division for Cash	Slump Sale (BTA)	Direct cash consideration flows directly into the corporate seller entity, enabling it to repay bank debt or invest in primary core operations.

Financial Modeling and Balance Sheet Restructuring with assureFinancials

Executing an M&A transaction requires continuous financial engineering. Corporate finance teams rely on assureFinancials to:

1. Model Post-Merger Balance Sheets: Automatically simulate the vertical Schedule III Balance Sheet of the amalgamated entity under Ind AS 103 (Business Combinations) or AS 14 (Accounting for Amalgamations), computing resulting Goodwill or Capital Reserve.
2. Audit Slump Sale Net Worth Schedules: Ingest general ledger trial balances from Tally, SAP B1, or Zoho Books to compute Section 50B Net Worth with automatic written-down-value depreciation adjustments.
3. Track Section 72A Compliance: Maintain auditable records of production capacity utilization and asset holding records to defend tax loss carry-forwards during assessment scrutiny.

6 Practical M&A Restructuring FAQs

1. Can unabsorbed depreciation be carried forward in a Slump Sale?

No. In a slump sale, accumulated business losses and unabsorbed depreciation remain locked inside the seller corporate entity. They do not transfer to the buyer. The seller company may continue to offset its accumulated losses against future business income or against the capital gains generated from the slump sale itself, subject to Section 71 and Section 72 rules.

2. Is an NCLT court order mandatory for a fast-track merger?

No. Under Section 233 of the Companies Act, 2013, a "Fast-Track Merger" can be executed between two or more Small Companies, or between a Holding Company and its Wholly Owned Subsidiary (WOS), without seeking approval from the NCLT. The scheme is approved by the Regional Director (RD) of the Ministry of Corporate Affairs, dramatically reducing approval timelines from 12 months to roughly 4 to 5 months.

3. Does a slump sale trigger capital gains if the net worth is negative?

Yes. Following the landmark Special Bench ruling of the Mumbai ITAT in Summit Securities and subsequent legislative clarifications, if the liabilities of the undertaking exceed the aggregate value of assets, the Net Worth is treated as negative. When computing capital gains under Section 50B, the negative net worth is added to the sale consideration, increasing the taxable capital gain.

4. Can the buyer claim depreciation on Goodwill arising from a slump sale?

No. The Finance Act, 2021 amended Section 2(11) and Section 32 of the Income-tax Act to explicitly provide that Goodwill of a business or profession is not a depreciable asset. No tax depreciation can be claimed on goodwill arising from an acquisition, whether executed via slump sale, amalgamation, or asset purchase.

5. What happens to employee gratuity and PF funds in a slump sale?

Under Section 25FF of the Industrial Disputes Act, 1947, all workmen employed in the transferred undertaking must be transferred to the buyer with continuity of service, on terms not less favorable than existing employment conditions. The accumulated balances in the Gratuity Trust Fund and Provident Fund must be formally transferred to the buyer's recognized employee trusts via tripartite novation agreements.

6. Can unlisted shares be transferred below face value if the company is in losses?

For income tax purposes, the minimum transfer price is governed by Rule 11UA, which calculates the Book Value Net Asset Value (NAV). If a company has accumulated massive balance sheet losses, its Rule 11UA fair market value per share can legally be lower than the original face value (and can even equal zero or a nominal fraction). Transferring shares at such a certified Rule 11UA valuation will not violate Section 50CA or Section 56(2)(x).