SHRIMAL, J — The Income-tax Appellate Tribunal, Jaipur Bench, at the instance of the assessee has referred the following two questions, for the opinion of this Court, arising out of its consolidated order, dated 7.10 1972, in Income-tax Appeals Nos. 248, 1546 and 989 of 1969-70 and cross-objection No. 42 of 1969-70. 1. "Whether on the facts and in the circumstances of the case, the Tribunal was right in holding that the amounts transferred from the general reserves of the two companies for writing off a part of their respective goodwills, continued to be accumulated profits in the hands of those companies? 2. Whether, on the facts and in the circumstances of the case, the Tribunal was right in holding that the amounts of Rs. 1,75,810/- and Rs. 19, 675/- being loans advanced to the assessee by M.S. Jaipur Mineral Development Syndicate (P) Ltd. and M/S Udaipur Mineral Development Syndicate (P) Ltd. were liable to be assessed in the hands of the assessee as dividends under sections 2(6A) (e) of the Income-tax Act, 1922?" 2. The facts in a nut-shell necessary for the decision of this reference are : 3. Shri Harish Chandra Golecha is a share-holder and Director, of M/S Jaipur Mineral Development Syndicate Private Limited and of M/s Udaipur Mineral Development Pvt. Limited Syndicate, hereinafter referred to as JMDS and UMDS respectively. Harish Chandra Golecha is also Karta of the Joint Hindu family assessee. The assessment years are 1960-61 and 1963-64. The assessee owed the following amounts to the above noted Corporation for the assessment Year 1960-61- 1. JMDS Pvt Limited 1,75,810/- 2. UMDS Pvt. Limited 19,675/- 4. The assessing authority of the petitioner was of the opinion that the companies possessed sufficient amounts by way of accumulated profits for the assessment Year 1960 61 though they were not shown in their respective balance sheets and both the Companies created secret reserves by writing off a part of their good-will by transferring amounts from their general reserve amount. Apart from the accumulated profits, they also made provisions for taxation as well as for reserve and surpluses. Thus, the loans advanced by the Companies to the HUF represented dividends within the meaning of section 2(6A) (e) of the Income-tax Act, 1922 and proceeded to include these amounts in the total income of the assessee. He assessed the HUF on the total income of Rs. 3,63,591/-. 5. Thus, the loans advanced by the Companies to the HUF represented dividends within the meaning of section 2(6A) (e) of the Income-tax Act, 1922 and proceeded to include these amounts in the total income of the assessee. He assessed the HUF on the total income of Rs. 3,63,591/-. 5. On appeal having been filed, the Appellate Assistant Commissioner accepted the plea of the assessee and held that the Companies were justified in reducing the value of their respective good-will by transferring the amounts from their reserves and surpluses and the surpluses were no longer available as accumulated, profits for distribution. He also held that the provisions for taxations were made on proper basis, considering the approximate tax liability of the Company and as such the amount was not available for distribution and, therefore, the provisions of section 2(6A) (e) were not applicable. He accepted the appeal and directed the deletion of the amount of Rs. 1,75,810/- and Rs. 19,675/-from the total income of the assessee. 6. Aggrieved by the above noted order the Income-tax Officer filed an appeal before the Income-tax Appellate Tribunal and the assessee also filed cross-objection No. 42 of 1969-70 as well as appeal No. 1546/1969-70 against the same order. 7. While accepting the appeal, filed by the Income-Tax Officer, the Tribunal held that the two Companies were possessed of accumulated profits for in excess of the amount of loans advanced by them to the assessee and the Income-tax Officer had rightly treated this amount as income of the assessee by applying the provisions of section 2(6A)(e) of the Income-tax, Act, 1922. While dealing with the cross-objection, the Tribunal held that the Income-tax Officer had no intention of changing the status of the assessee from the Hindu Undivided family to individual. It was also held that the Income-tax authority had valid jurisdiction in proceeding to assess the assessee for the assessment year 1960-61 under section 23 (3) of the Income-tax Act, 1922 and the mere misdescription in the assessment order as under section 143 (3) does not take away its legal validity. With these observations the cross-objection was dismissed and the appeal No. 1546/1969-70 was also dismissed as being barred by limitation. 8. For the assessment year 1963-64, the Income tax Officer C.C.II, Jaipur held that the JMDS Pvt Limited possessed accumulated proceeds and as such Rs. With these observations the cross-objection was dismissed and the appeal No. 1546/1969-70 was also dismissed as being barred by limitation. 8. For the assessment year 1963-64, the Income tax Officer C.C.II, Jaipur held that the JMDS Pvt Limited possessed accumulated proceeds and as such Rs. 1,56.140/- received by the HUF could be deemed a dividend within the meaning of sec. 2(6A) (e) of the Income-tax Act, 1922 He further held that the house situated at Bhagwandas Road, C-Scheme, Jaipur, standing in the name of Chandrakanta Devi also belonged to Hindu Undivided family and assessed the assessee on a total income of Rs. 2.85,923/-. Vide order dated 29.3 1968, appeal filed by the assessee before the Assistant Appellate Commissioner succeeded and thereafter the Income-tax Officer filed appeal No. 989/1969-70. As regards the house property, the Appellate Tribunal held that by a separate consolidated order the Income-tax Appeals Nos. 249 and 250 of 1969-70, dated 20.9.71, the Tribunal had already held that the income from the house should be included in the total income of the assessee. 9. The Appellate Tribunal held that the Company at the relevant time had written off 12 leas out of its reserve and surplus towards the reduction in the value of its good-will from 13,25,000/- and these amounts were secret reserves. Besides that, the provision for taxation and various other substantial provisions were also created by the Company out of its proceeds and as such the Company was possessed of sufficient accumulated profits so as to render the advance in question made by the Company to the Joint Hindu family as dividends under section 2(6A)(e) of the Income-tax Act, 1922. While disposing of the appeal, the Tribunal also observed that the matter required further scrutiny and it would be open to the Income-tax Officer to consider whether the entire amount or an appropriate amount out of it could be considered as dividends under section 2 (6A)(e) of the Income-tax Act, 1922. 10. Aggrieved by the above noted consolidated order, dated 7.10.71, of the Income-tax Appellate Tribunal, Jaipur Bench, the assessee Golecha, (HUF) Jaipur, filed two applications before the Tribunal to draw up a statement of the case and refer the questions of law arising out of the joint order of the Tribunal. The Appellate Tribunal prepared statement of the case and referred above noted two questions. 11. The Appellate Tribunal prepared statement of the case and referred above noted two questions. 11. Learned counsel for the parties, after arguing the case in detail, urged that if the court ultimately answer the question No. 2 in the negative viz. in favour of the assessee, the above noted question No 1 need not be answered because it will be only of academic interest Mr. Keshote, learned counsel for the assessee, placed reliance on Commissioner of Income-tax, Andhra Pradesh vs. C.P. Sarthy Mudaliar (l)and urged that the assessee Golecha HUF not being a shareholder of the Company, section 2(6A) could not be invoked even if the aforementioned two sums were treated as payment by way of loan by the Companies. The word shareholder occurring in section 2(6A)(e) would refer only to the registered share-holder and not to the beneficial owner, even though the members of the HUF acquire the shares in a company with the funds of the family and the loans are granted to them. The share-holding is in the individual name of Harishchandra Golecha and he is a registered share-holder of the Companies. The requirement of sec. 206 of the Indian Companies Act is that dividend can be paid by a Company only to the registered share-holders of the Company and as such the amount of loan advanced by the Companies to the joint family cannot be said to be a loan to the registered share-holder as to deem it as a dividend under section 2(6A)(e). 12. On the other hand, the Revenue contends that this point does not arise out of the Tribunals order as the same was not urged before the Tribunal, that the Tribunal had no opportunity to express its opinion thereon and that, therefore, the assessee cannot raise this question. Learned counsel for the Revenue urged that section 66, which confers jurisdiction upon the High Court, only permits a reference of a question of law arising out of order of the Tribunal. It does not confer jurisdiction on the High Court to decide a different question of law not arising out of such order. He further urged that as the Tribunal was not called upon to apply its mind to the question raised, it would be unreasonable to characterise the older of the Tribunal as incorrect. In support of the above contention, he placed reliance on Mrs. He further urged that as the Tribunal was not called upon to apply its mind to the question raised, it would be unreasonable to characterise the older of the Tribunal as incorrect. In support of the above contention, he placed reliance on Mrs. Kusumben D Mahadevia, Bombay vs. Commissioner of Income-tax, Bombay (2), Keshav Mills Co. Ltd. vs. Commissioner of Income-tax, Bombay North, Ahmedabad (3), Commissioner of Income-tax, Delhi and Rajasthan vs. Mewar Textile Mills Ltd. (4), and Commissioner of Income-tax, Bihar & Orissa vs. Banwari Lal Agarwal (5). 13. Learned counsel for the assessee urged that the question No.2 referred to by the Tribunal is in general terms and in dealing with its several aspects need to be considered even if one of those aspects has not been appreciated by the Tribunal, it is the duty of this Court to consider the same. Learned counsel urged that the main question in the case is whether the above noted two sums advanced by the two Companies as loan to the assessee HUF attract section 2 (6A)(e) of the Act or not. It was argued before the Tribunal that the said sum cannot be treated as a loan by the Company to the assessee family and as such no new point of law is being raised before this Court. Only an aspect of the same question is being urged and it falls within the ambit of the question referred. In support of the above contention, learned counsel for the assessee has placed reliance on Sundaram and Co. (Private Limited) Vs. Commissioner of Income Tax, Madras (6), Raja Sharda Narain Singh Vs. Commissioner of Income-tax, U.P. (7), and Estate of the Late A.M.KM. Karuppan Chettiar vs. Commissioner of Income-tax, Madras (8). 14. No doubt, it is true that when a question of law is neither raised before Tribunal nor considered by it, it will not be a question arising out of its order, notwithstanding that it may arise on the findings given by it. No doubt, no question can be referred to or answered by this Court under sec. 66 of the Act of 1922 or under section 256 of the Act of 1961, unless it arises out of the order of the Tribunal. No doubt, no question can be referred to or answered by this Court under sec. 66 of the Act of 1922 or under section 256 of the Act of 1961, unless it arises out of the order of the Tribunal. Kanga and Palhkiwala in his treatise the Law Practice of Income Tax after reviewing the conflicting case law on the point has summarised the correct position of law as under: (a) a question of law can be said to arise out of the Tribunals order only if it is dealt with by the Tribunal or is raised before though not decided by the Tribunal; (b) a question of law not raised before the Tribunal and not dealt with by it in its order cannot be said to arise out of its order even if on the facts of the case stated in the order the question fairly arises; and (c) where the question itself was under issue, the reference should not be limited to those aspects of the question which had been argued before the Tribunal. 15. It is correct that a new point or plea which depends for its validity upon the question of fact, which has not been invoked, cannot, generally speaking, be raised for the first time before High Court. The new point regarding a question in issue is required to be distinguished from a new and different question of law. If a point of law is implicit in or covered by the question referred to by the Tribunal and no additional facts are necessary to support that point, it may be raised for the first time before the Court notwithstanding that it was not raised before or considered by the court. The expression question of law arising out of such order" in sec 66 cannot be restricted only to those questions which have been argued and decided by the Tribunal. Sometimes a question of law is raised before the Tribunal but an aspect of that question is neither raised nor decided. In those circumstances, other aspect of the same question can be allowed to be urged before the court. 16. In the case on hand question No. 2 is whether the amount of Rs. 1,75,810/- and Rs. Sometimes a question of law is raised before the Tribunal but an aspect of that question is neither raised nor decided. In those circumstances, other aspect of the same question can be allowed to be urged before the court. 16. In the case on hand question No. 2 is whether the amount of Rs. 1,75,810/- and Rs. 19.675/- being loans advanced to the assessee by M/s JMDS Pvt. Limited and M/s UMDS Pvt. Limited were liable to be assessed in the hands of the assessee as dividends under section 2 (6A)(e) of the Income-tax Act, 1922. It was argued before the Tribunal that the said sum did not attract the provisions of section 2(6A)(e), but it was not argued that the loan was not to a registered share-holder, but to HUF. After giving due consideration to the rival contentions of the parties, we consider that the argument that the loan by the Companies was not advanced to a registered share holder as they were advanced to HUF, is only one aspect of the question of the applicability of section 2(6A)(e) of the Act of 1922. The argument which is being advanced before us falls within the ambit of the question referred to us and can be decided on the existing material. In the facts and circumstances of this case, we are there fore, of the view that this aspect of the case has to be entertain and dealt with. 17. Significance of the prohibition of a trust being a share-holder of a Company, contained in section 153 of the Companies Act, 1956 (hereinafter referred to as the Act No. 1 of 1956) considered alongwith section 706 of Act No. 1 of 1956 leads us to the conclusion that an HUF cannot be a registered share-holder. The loan given to HUF, cannot, therefore, be considered as a loan advanced to share-holder of a Company Section 2(6A)(e) deals with a loan taken by a share-holder from a Company as a dividend received by him. For invoking this deeming provisions, the loan must be by a Company to the registered share-holder, as otherwise the said section will create a deemed dividend even when there is a loan by a Company, to a person other than a shareholder, which the Company cannot do under section 206 of the Act No. 1 of 1956. For invoking this deeming provisions, the loan must be by a Company to the registered share-holder, as otherwise the said section will create a deemed dividend even when there is a loan by a Company, to a person other than a shareholder, which the Company cannot do under section 206 of the Act No. 1 of 1956. The mere fact that the HUF is the beneficial owner of the shares, will not make it a registered share-holder. Sec. 2(6A)(e) gives an artificial definition of dividend. It does not refer to dividend actually declared or received. The dividend taken note of by that provision is a deemed dividend and not a real dividend. The loan granted to a person has to be returned to the company. It does not become the income of the share-holder. For certain purposes, the legislature has deemed such a loan as "dividend". 18. Now the controversy on this point is no more res integra" which stands conclusively settled by a decision of the Supreme Court, delivered in Rameshwar Lal Sanwarmal vs. Commissioner of Income-tax, Assam (9). Their Lordships of the Supreme Court, while explaining the decision of the same court in C.I T. vs. Rameshwar Lal Sanwarmal (10) obsered : "The only aspect considered by this court was whether the "deemed dividend" under S. 2 (6-A)(e) could be taxted in the hands of the registered shareholder, and this court held that "deemed dividend did not stand on any different footing from actual dividend and just as actual dividend was liable to be taxed in the hands of the beneficial owner of the shares, so also, "deemed dividend" must be held liable to be taxed in the assessment of the beneficial owner. This Court did not decide the question whether a loan advanced to a beneficial owner of the shares, can be registered as deemed dividend" within the meaning of sec. 2 (6A)(e) and the answer given by this court in favour of the revenue cannot be said to extend to this aspect of the question." In the same case it was also observed : "It is only the person whose name is entered in the register of shareholders of the Company as the holder of the shares who can be said to be a share-holder qua the company, and not the person beneficially entitled to the shares. It is the former who is a "shareholder" within the matrix and scheme of the company law and not the latter. We are, therefore, of the view that it is only where a loan is advanced by the company to a registered shareholder and the other conditions set out in sec. 2 (6A)(e) are satisfied that the amount of the loan would be liable to be regarded as "deemed dividend" within the meaning of sec. 2 (6A)(e). The amount of the loan would not fall within the mischief of this section if it is granted to a beneficial owner of the shares who is not the registered shareholder. The decision in C.I.T. vs. C P. Sarthy Mudaliar does, in our opinion, lay down the correct interpretation of S. 2 (6A)(e)." 19. In view of the above authoritative decision of their Lordships of the Supreme Court, our answer to question No. 2 is in negative i.e. in favour of the assessee and hold that sec. 2(6A)(e) of the Act of 1922 is not applicable to the loans advanced by the above noted accounts to the HUF. In view of this answer to question No. 2, it is not necessary to consider other grounds as the main controversy between the parties stands disposed of by the above noted answer.