JUDGMENT 1. This is a reference under Section 256(1) of the Income-tax Act, 1961, at the instance of the Revenue and the following question of law has been referred by the Tribunal for answer to this court : "Whether, on the facts and in the circumstances of the case, the Tribunal is justified in holding that the provisions of Section 79(b) cannot be invoked and the assessee was entitled to carry forward of losses ?" 2. The brief facts giving rise to this reference are thus : The assessee is a public limited company. Its shareholding changed hands some time prior to the assessment year 1978-79. At the time of such transfer of shares, the company had losses which the assessee claimed to carry forward in the accounting period under consideration, which falls after the transfer of the shares in question. The Income-tax Officer failed to carry forward the losses of earlier years, i.e., 1978-79 and earlier, but he made no mention in his order either of the losses of earlier years or of his failure to carry forward the same. 3. The assessee challenged the order of the Income-tax Officer on the ground that the Income-tax Officer was wrong in not carrying forward the old losses of past years. The Commissioner of Income-tax (Appeals) accepted the assessee's claim by relying on his earlier order dated May 30, 1983, for the assessment year 1978-79. The Commissioner of Income-tax (Appeals) allowed the appeal following the earlier decision and permitted the set-off under Section 79 of the Income-tax Act. 4. Aggrieved by the aforesaid order of the Commissioner of Income-tax (Appeals), the Revenue preferred an appeal before the Tribunal and the Tribunal affirmed the order of the Commissioner of Income-tax (Appeals). Hence, the Revenue approached the Tribunal for making a reference before this court and the aforesaid question of law has been referred by the Tribunal for answer of this court. 5. We have gone through the records. Hence, the Revenue approached the Tribunal for making a reference before this court and the aforesaid question of law has been referred by the Tribunal for answer of this court. 5. We have gone through the records. The Tribunal while disposing of the appeal of the Revenue has observed : "In the present case, there is no finding by the Income-tax Officer or the Commissioner of Income-tax (Appeals) that the change in the shareholdings was effected with a view to avoid or reduce any liability to tax and hence the assessee was entitled to the set off and carry forward of past losses, unabsorbed depreciation and development rebate relevant to the assessment years prior to the year in which the change in the shareholding took place." 6. Section 79 of the Income-tax Act clearly lays down the carry forward and set off of losses in the case of certain companies. It is true that both the conditions as mentioned in Section 79(a) and (b) of the Income-tax Act are that on the last day of the previous year, the shares of the company carrying not less than fifty-one per cent. of the voting power were beneficially held by the persons who beneficially held shares of the company carrying not less than fifty-one per cent. of the voting power on the last day of the year or years in which the loss was incurred and Sub-clause (b) as it stood at the relevant time was that the Assessing Officer is satisfied that the change in the shareholding was not effected with a view to avoiding or reducing any liability to tax. The burden is on the Revenue to show whether any change in the shareholding was not effected with a view to avoiding or reducing any liability to tax. No such finding has been recorded by the Assessing Officer or by the appellate authority, therefore, the Tribunal has held that in the absence of this finding, there is no reason to deny the benefit of set off of the losses. We are of the opinion that the view taken by the Tribunal is well founded that it was one of the first conditions to deny this benefit clause to record the finding that any change in shareholding was effected with a view to avoiding or reducing any liability to tax. We are of the opinion that the view taken by the Tribunal is well founded that it was one of the first conditions to deny this benefit clause to record the finding that any change in shareholding was effected with a view to avoiding or reducing any liability to tax. Since there is no positive finding that this change in shareholding was done for the purpose of avoiding or reducing the tax liability, then in that case, there was no option with the Tribunal, but to permit the set off of the losses during the assessment year 1978-79. This was permitted obviously that there was no such reason for avoiding or reducing the tax liability. The Tribunal has allowed the set-off on being satisfied that the change in shareholding was not effected with a view to avoiding or reducing the tax liability. Therefore, in this view of the matter, the view taken by the Tribunal appears to be justified. Hence, this reference is answered against the Revenue and in favour of the assessee. The reference is answered accordingly.