High Court at Calcutta · Judgments and reasoned final orders
Principal Commissioner of Income Tax-2, Kolkata v. Superdeal Resources Private Limited
ITAT No. 162 of 2026 with GA No. 2 of 2026 ·
Section 68 addition of Rs. 9.32 crore on sale of unlisted equity shares deleted; Pr. CIT v. Swati Bajaj distinguished where documentary record and section 133(6) replies stood uncontroverted.
1. FACTS OF THE CASE
For AY 2022-23, the Assessing Officer added Rs. 9,32,00,000 under section 68 in respect of sale proceeds received by Superdeal Resources Private Limited on the sale of unlisted equity shares acquired in earlier years, alleging that the purchaser companies were shell/paper entities providing accommodation entries. The ITAT Kolkata 'D' Bench (order dated 16.09.2025 in ITA No. 726/Kol/2025) deleted the addition after recording that the investments had been disclosed in earlier years' books and accepted in earlier scrutiny assessments, the assessee had furnished purchase and sale bills, investment statements, bank statements, confirmations, ITRs and audited financials of the purchasers, and the purchasers had duly responded to notices under section 133(6) without the AO producing any independent contrary evidence. The Revenue appealed under section 260A, invoking Pr. CIT v. Swati Bajaj, [2022] 446 ITR 56 (Cal) and para 3.1(h) of CBDT Circular No. 5/2024.
2. DISCUSSION BY THE COURT
The Division Bench held that while the Assessing Officer must consider surrounding circumstances and the test of human probabilities under section 68, an addition cannot rest on generalised suspicion or unsubstantiated allegations. Explaining Pr. CIT v. Swati Bajaj, [2022] 446 ITR 56 (Cal), the Court held that Swati Bajaj does not lay down an automatic rule that every sale of unlisted shares or every transaction with an alleged shell company is bogus; rather, it requires a holistic examination of the evidence. Here, the Tribunal had examined the cumulative documentary record—earlier-year investment disclosures, banking channel receipts, purchaser financials, and compliant section 133(6) responses—and the Revenue pointed to no independent material showing that the sale proceeds represented the assessee's own undisclosed funds. Further, while earlier-year acceptance of share purchases is not an absolute legal estoppel against examining a later sale, it is relevant corroborative evidence.
3. JUDICIAL DECISION
Holding that the Revenue sought a mere reappraisal of factual findings without demonstrating perversity and that no substantial question of law arose under section 260A, the High Court dismissed the appeal at the admission stage along with GA No. 2 of 2026, with no order as to costs.
4. OUTCOME
In favour of the assessee (Superdeal Resources Private Limited). The Revenue's appeal was dismissed at admission, leaving the deletion of the Rs. 9,32,00,000 section 68 addition undisturbed.
5. AKHB REVIEW POINT
AKHB analysis: to defend unlisted-share sale proceeds against a section 68 accommodation-entry allegation, build a two-stage evidentiary file: (1) acquisition-stage proof (prior-year balance sheets, investment schedules, bank payments, and any prior scrutiny orders accepting the holding), and (2) disposal-stage proof (sale bills, banking trail, and complete identity/ITR/audited financial packets and section 133(6) compliance from the counterparty purchasers).
Source: AKHB analysis based on paragraphs 6-11 / PDF pp. 4-6
Source and verification
Six-page official Calcutta High Court judgment PDF (Form J(2), Original Side); paragraphs 1-14 span PDF pages 1-6.
Original PDF: 6 pages · SHA-256: 38277223307140de3dc7ce0662da9e81e274c17ba394884b78a297eee091e815
Supplied source-reviewed note retained; original bytes and identity validation checked in this release. Substantive re-review is not claimed for this record.
Applies sections 68, 133(6) and 260A of the Income-tax Act, 1961 for AY 2022-23. Income-tax Act, 2025 equivalence is not verified.
Full judgment checked. Comprehensive subsequent judicial treatment has not been verified.
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