JUDGMENT K.L. Manjunath, J.— This appeal is by the Revenue. The respondent-assessee is a private limited company known as M/s. Sea Rock Investment Ltd. On November 29, 1996, the assessee filed the return of income declaring a loss of Rs. 1,76,20,086 and the matter was processed under Section 143(1)(a) on March 26,1998. Accordingly an intimation was sent to the assessee. Later on, January 17, 1998, the assessee filed a revised return declaring a loss of Rs. 92,19,086. The same was processed on March 31, 1998. The case was taken up for scrutiny by issuing a notice under Section 143(3) of the Income Tax Act. Accordingly, after discussion, accounts were verified. The assessee is an investment and trading company dealing in purchase and sale of investments. During the relevant year, the assessee claims to have sold 5,40,159 shares of M/s. ICDS Limited at the rate of Rs. 220 per share for consideration of Rs. 11,88,34,980 and taking into account the cost of shares, the surplus realised by the assessee was to the extent of Rs. 3,62,25,964. The assessee-company claiming the aforesaid surplus fund as a capital receipt representing the difference on account of a family dispute settlement in accordance with the arbitration award given by Shri C. Subramaniam. The assessee-company has majority shareholders from an industrial group known as Manipal Pai group. There was a family dispute among the Manipal Pai group and the dispute was referred to Dr. Vereendra Hegde at the first instance and later Ambani award was submitted on November 3, 1993. Still there was a dispute between the two groups, namely, the Mohandas Pai group and the Ramesh Pai group. Later on, the same was referred to Shri C. Subramaniam for settlement. Accordingly, Shri C. Subramaniam passed an award resolving the dispute among the members of the Manipal Pai group. According to the assessee-company, in terms of the arbitration award these shares were transferred by the assessee-company Therefore, it is only a family arrangement and does not attract the tax. The Assessing Officer having accepted the facts of the case held that since the assessee-company is a private limited company, as the assessee-company has transferred the shares held by it of M/s. ICDS Limited and sold at the rate of Rs. 220 per share, the same cannot be accepted as a family arrangement and, therefore, passed an order calling upon the assessee to pay tax of Rs. 220 per share, the same cannot be accepted as a family arrangement and, therefore, passed an order calling upon the assessee to pay tax of Rs. 1,17,28,040. The order of assessment was questioned by the assessee by filing an appeal before the Commissioner of Income Tax (Appeals) in Appeal No. 35/Bang/CIT(A)-V/99-2000. The Appellate Commissioner, after hearing the parties, confirmed the order passed by the Assessing Officer. Being aggrieved by the concurrent findings of the order of assessment and the order passed by the Appellate Commissioner, an appeal was filed by the assessee before the Income Tax Appellate Tribunal, Bangalore Bench, in I. T. A. No. 750/Bang/1999. The Income Tax Appellate Tribunal considering the submissions made by both the parties, placing reliance on the judgments of the Madras High Court reported in Commissioner of Income Tax Vs. Al. Ramanathan, (2000) 245 ITR 494 Mad and in the case of CIT v. R. Ponnammal [1987] 164 ITR 706 held that though the assessee being a private limited company has sold the shares to some other company still it falls within the ambit of a family arrangement and, therefore, the assessee need not pay the tax on the amount realised by selling the shares of M/s. ICDS Limited. The Appellate Tribunal by setting aside the order passed by the Assessing Officer and the Appellate Commissioner allowed the appeal on October 5, 2001. Being aggrieved by the order passed by the Income Tax Appellate Tribunal, the present appeal is filed by the Revenue raising the following substantial questions of law: (1) Whether the transfer of shares held by the assessee of M/s. ICDS Ltd. and M/s. Manipal Finance Corporation Limited to various persons for a sum of Rs. 3,37,49,633 in excess of the cost of shares received would be liable to capital gains tax ? (2) If the assessee has sold the shares to other persons for consideration under the guise of a family arrangement the assessee-company is not liable to pay the capital gains tax? 2. We have heard the learned Counsel appearing for the parties. 3. The facts of this case are not in dispute. Even the Revenue has accepted the facts narrated by the assessee. It is also not in dispute that the respondent-assessee is a company consisting of the shareholders from among the family members of the Pai group of Manipal. 2. We have heard the learned Counsel appearing for the parties. 3. The facts of this case are not in dispute. Even the Revenue has accepted the facts narrated by the assessee. It is also not in dispute that the respondent-assessee is a company consisting of the shareholders from among the family members of the Pai group of Manipal. It is not the case of the appellant that the shareholders of the respondent-assessee company are outsiders of the family group of Manipal Pai group. But the only contention of the appellant before us is when the assessee is a private limited company which has sold the shares held by it in respect of M/s. ICDS Limited and M/s. Manipal Finance Corporation Limited for consideration of Rs. 3,37,49,633 to different persons (members of the Pai group of Manipal) would attract the capital gains tax. According to him, when it is shown as a transfer for consideration, automatically the respondent-assessee being a legal entity is liable to pay the capital gains tax and that the Tribunal did not consider the judgment of the hon'ble Supreme Court in Calcutta Tramways Co., Ltd. Vs. Commissioner of Wealth Tax, AIR 1972 SC 2600 . According to him, the shares held by the respondent-assessee were the assets of the company and they were not the assets of the shareholders. According to him, only after a resolution is passed in the general body, the company can declare dividends and shareholders are entitled for distribution of assets only on liquidation. Relying upon this portion of the judgment, the learned Counsel for the Revenue contends that even though the shareholders are the members of the Manipal Pai group, the assessee-company being an independent legal entity and when the shares are sold for consideration in terms of the books of account maintained by the assessee, the Tribunal should not have allowed the appeal of the assessee relying upon the judgments of the Madras High Court reported in Ah. Ramanathan Commissioner of Income Tax Vs. Al. Ramanathan, (2000) 245 ITR 494 Mad and R. Ponnammal [1987] 164 ITR 706. 4. According to the learned Counsel for the appellant, the decisions relied upon by the Tribunal was only in regard to the members of the Hindu undivided joint family and not in regard to transfer of shares held by one company to others. Al. Ramanathan, (2000) 245 ITR 494 Mad and R. Ponnammal [1987] 164 ITR 706. 4. According to the learned Counsel for the appellant, the decisions relied upon by the Tribunal was only in regard to the members of the Hindu undivided joint family and not in regard to transfer of shares held by one company to others. Therefore, he contends that the aforesaid two decisions of the Madras High Court are distinguishable on the facts and requests the court to allow the appeal. 5. Per contra Mr. Sarangan contends even though the facts involved in the judgment relied upon by the assessee before the Tribunal, namely, Commissioner of Income Tax Vs. Al. Ramanathan, (2000) 245 ITR 494 Mad and R. Ponnammal [1987] 164 ITR 706 (Mad) are in regard to members of the Hindu undivided joint family, he contends the facts and circumstances of the case involved in the aforesaid judgments and the facts involved in the present case are similar to each other and, therefore, the appeal filed by the Revenue has to be dismissed. 6. According to Mr. Sarangan, when the Assessing Officer has not disputed the facts involved in this case and when the shareholders of the assessee are the members of the Pai group of Manipal and when there was a serious dispute among the members of the joint family for the properties of their joint family and when there was no fraud or coercion in bringing out the arbitration award, it was for the Assessing Officer to accept the contentions raised by the assessee in order to come to the conclusion that it was only a family arrangement and not actually a sale. Therefore, he requests the court to dismiss the appeal. 7. Having heard the learned Counsel for the parties, the only question of law that has to be considered by us in this appeal is, if a private limited company being a legal entity has sold the shares held by it to others for consideration as per the books of account maintained by it, whether it is liable to pay capital gains tax or not, when such transfer of shares was in accordance with the arbitration award. 8. It is no doubt true that there was a serious dispute among the members of Pai. 8. It is no doubt true that there was a serious dispute among the members of Pai. It is also not disputed by the Revenue that a settlement was effected and an award was passed by Shri C. Subramaniam. The respondent-assessee is a private limited company even though its shareholders are members of the joint family, as shareholders have no right over the assets of the company and they would get a right over the assets of the company only in the event the company is liquidated under the provisions of the Companies Act and assets are to be distributed to the members of the company. There cannot be any quarrel over this legal proposition. If it is so, by virtue of the arbitration award if shares of the private limited company are transferred to others for consideration, we are of the opinion that the respondent-assessee being a legal entity is liable to pay the capital gains tax. The cases relied upon by Mr. Sarangan are in regard to the family dispute wherein no private limited company is involved in those two cases, therefore, we are of the opinion the Tribunal has committed an error in allowing the appeal by relying upon the judgments of the Madras High court in Commissioner of Income Tax Vs. Al. Ramanathan, (2000) 245 ITR 494 Mad and R. Ponnammal [1987] 164 ITR 706. Since the respondent being a legal entity, even though shareholders are the members of the joint family, they have no individual right to exercise powers on the assets of the respondent assessee-company without invoking the provisions of the Companies Act. 9. In the circumstances, we have to answer the substantial questions in favour of the Revenue and the appeal has to be allowed. 10. At this stage, it is brought to our notice by Mr. Sarangan that the Tribunal did not consider another question that was raised by the assessee, namely, that it was not liable to pay the capital gains tax since no consideration was passed on such transfer and that there was no proper determination by the Assessing Officer on the cost of acquisition of the shares. So far as this point is concerned, we have seen at paragraph 34 of the order passed by the Tribunal that though this point is raised by the assessee, the same has not been considered by the Tribunal. So far as this point is concerned, we have seen at paragraph 34 of the order passed by the Tribunal that though this point is raised by the assessee, the same has not been considered by the Tribunal. The Tribunal only on the ground that there was no transfer of shares for consideration as it was only a family arrangement, relying upon the judgments of the Madras High Court allowed the appeal. 11. Therefore, we are of the opinion that when the Tribunal has not considered all the points canvassed by the assessee, the Tribunal is required to reconsider the matter afresh on the point that has not been considered by it. 12. In the circumstances, the appeal is allowed in part and the order of the Tribunal is set aside and the matter is remanded to the Income Tax Appellate Tribunal only to consider the point which has not been dealt by the Tribunal at paragraph 34 of its order. For the above limited purpose the matter is remanded to the Tribunal.