JUDGMENT : K.S. Jhaveri, J. 1. In all these Tax Appeals, the assessee is the same and therefore, they are decided by this common judgment. 2. Tax Appeal Nos. 1905/2008 and 1906/2008 have been filed against the common order dated 28.03.2008 passed by the Income Tax Appellate Tribunal, Ahmedabad in ITA No. 1211/Ahd/2007 and 1330/Ahd/2007. Both these appeals were admitted vide common order dated 19.01.2010 for determination of the following substantial questions of law: "Tax Appeal No. 1905 of 2008 1. Whether the Appellate Tribunal has not exceeded its jurisdiction while passing the order dated 28.3.2008 and thereby deleting the addition sustained by the CIT(A), being addition on account of goodwill of Rs. 47,02,500/- which was shown in the agreement and Rs. 4,70,25,000/- being 30% of the value of Rs. 15,67,50,000/-? 2. Whether the Appellate Tribunal has correctly appreciated the facts available on record so as to delete the addition sustained by the CIT(A), being addition on account of goodwill of Rs. 47,02,500/- which was shown in the agreement and Rs. 4,70,25,000/- being 30% of the value of Rs. 15,67,50,000? Tax Appeal No. 1906 of 2008 Whether the Appellate Tribunal is right in law and on facts in not confirming the addition of Rs. 8,30,77,000/- made by the Assessing Officer on account of goodwill?" 3. Tax Appeal No. 1605/2009 is filed against the order dated 23.01.2009 passed by the Income Tax Appellate Tribunal, Ahmedabad in ITA No. 3781/Ahd/2008 raising the following substantial question of law for our determination: "Whether the Appellate Tribunal is right in law and on facts in confirming the order passed by CIT(A) in deleting the penalty of Rs. 2,38,44,898/- levied u/s. 271(1)(c) of the Act, when the quantum additions made were confirmed?" 4. For the purpose of this judgment, Tax Appeal No. 1905/2008 is taken as the lead matter. 5. Briefly stated, the facts are that the assessee herein is a closely held company and is a wholly owned subsidiary of another company, named, Parle (Exports) Ltd. It forms part and parcel of Parle Group of companies. During the year relevant to A.Y. 1994-95, the assessee sold its business relating to manufacturing of concentrates for soft-drinks, processing information for beverage base, Goodwill and Copyrights to Coca-Cola Company, USA. During the year relevant to A.Y. 1994-95, the assessee sold its business relating to manufacturing of concentrates for soft-drinks, processing information for beverage base, Goodwill and Copyrights to Coca-Cola Company, USA. As per an Agreement with the purchaser, the assessee company was restrained from carrying on the business of manufacturing concentrates for soft-drinks as well as use of any information or know-how for the manufacturing of such products either itself or through anybody else. Subsequently, the assessee company entered into three different Agreements for sale of Copy-rights, Goodwill and restrain on use of Technical Know-how. The assessment u/s. 143(3) of the Act was finalized on 31.03.1997 determining total income at Rs. 12,83,17,670/- as against the returned income of Rs. 3,11,66,030/-. 6. Against the order of assessment, the assessee filed appeal before the CIT (A). Vide order dated 25.07.1997, the CIT(A) allowed the appeal of assessee in part. Being dissatisfied with the said order, the Department preferred appeal before the Tribunal. Vide order dated 04.02.2005, the Tribunal allowed the appeal of assessee for statistical purposes and remanded the issue relating to sale price of Goodwill to the file of CIT (A) for fresh consideration. 7. Pursuant thereto, the CIT (A) estimated the sale price of Goodwill at Rs. 5,17,27,500/-. Against the order of CIT (A), the Revenue filed appeal before the Tribunal. The assessee also preferred appeal before the Tribunal. Vide common impugned order, the Tribunal allowed the appeal of assessee and dismissed the appeal of Revenue. Hence, these Tax Appeals. 8. We have heard learned counsel for both the sides and perused the documents on record. 9. Mr. Nitin Mehta, learned Standing Counsel for the Revenue, submitted that in view of the amended provisions of Section 55(2), capital gains on the transfer of Goodwill becomes chargeable to tax. The assessee had not given the basis of the valuation of Goodwill though the assessee was specifically asked for by the A.O. The A.O., therefore, was of the opinion that value of Goodwill shown by the assessee was incorrect and revalued the sale consideration of Goodwill and Trademark. Consequently, the consideration of Goodwill and Trademark, as shown in the Agreement, was added and the average of both was worked out to arrive at the appropriate value of the Goodwill and Trademark on equal basis. He, therefore, submitted that the A.O. has not committed any error in valuing the Goodwill. Consequently, the consideration of Goodwill and Trademark, as shown in the Agreement, was added and the average of both was worked out to arrive at the appropriate value of the Goodwill and Trademark on equal basis. He, therefore, submitted that the A.O. has not committed any error in valuing the Goodwill. 9.1 Learned Standing Counsel Mr. Mehta placed reliance upon the following decisions: "(a) Smt. Vindoor Bai v. Controller of Estate Duty, Kanpur, [1981] 132 ITR 421. (b) McDowell and Co. Ltd. v. Commercial Tax Officer, [1985] 154 ITR 148. (c) Continental Construction Ltd. v. Commissioner of Income-tax, [1992] 195 ITR 81." 10. Mr. S.N. Soparkar, learned Senior Advocate appearing for the assessee, submitted that the CIT(A) seriously erred in modifying the effect of the three Agreements, which were, actually, entered into between two unaccounted parties at arms length and the payments which were received in foreign exchange through normal banking channels, which, incidentally, involved at least a tacit approval by the Reserve Bank of India also, more so, without even alleging any sort of collusion, etc. 10.1 It was submitted that even in the context of the third agreement, the alleged rights of ownership of those assets, which were relevant to the Goodwill, did not belong to the assessee but, they belonged to other entities and hence, the assessee had absolutely no legal right to transfer them or surrender them with the result that any such alleged transfer/surrender will be inoperative in law. 10.2 In support of his submissions, learned Senior Counsel Mr. Soparkar placed reliance upon the following decisions: "(a) Vodafone International Holdings B.V. v. Union of India and another, [2012] 341 ITR 01 (SC). (b) Mangalore Ganesh Beedi Works v. Commissioner of Income-tax, Mysore, [2015] 378 ITR 640 (SC)." 11. We have heard learned counsel for both the sides and perused the documents on record. It is an undisputed fact that all transactions were supported by duly executed legal Agreements, having been acted by both the parties. Under the circumstances, the Revenue had no right or legal justification to doubt its genuineness, particularly when, there was no material on record to support the stand of Revenue. 12. It is an undisputed fact that all transactions were supported by duly executed legal Agreements, having been acted by both the parties. Under the circumstances, the Revenue had no right or legal justification to doubt its genuineness, particularly when, there was no material on record to support the stand of Revenue. 12. In the case of Mangalore Ganesh Beedi Works (supra), the Apex Court has categorically held that the I.T. Act does not clothe the taxing authorities with any power or jurisdiction to rewrite the terms of the Agreement arrived at between the parties with each other at arms length and with no allegation of any collusion between them. 13. Considering the facts of the case and the principle laid down in the afore-mentioned judgment, we are of the opinion that the Tribunal has not committed any error in allowing the appeal filed by assessee. Consequently, we answer all the questions raised in Tax Appeal Nos. 1905/2008 and 1906/2008 in favour of the assessee and against the Revenue. 14. Insofar as the question raised in Tax Appeal No. 1605/2009 is concerned, it appears that the impugned penalty was levied by the A.O. as a result of addition of Rs. 8,30,77,000/- made by the A.O. towards capital gains on account of transfer of Goodwill. However, subsequently, the said addition towards capital gains on account of transfer of Goodwill was deleted by the Tribunal vide order dated 28.03.2008 and therefore, the penalty levied with reference to the said addition was cancelled. Considering the above aspect, we find no error in the judgment rendered by the Tribunal. Consequently, we answer the question raised in Tax Appeal No. 1605/2009 in favour of the assessee and against the Revenue. 15. In view of the above, the appeals stand disposed of. No order as to costs. 16. At this stage, learned Standing Counsel Mr. Mehta requested to grant certificate of fitness, which was objected by learned Senior Counsel Mr. Soparkar. However, since we are confirming the view taken by the Tribunal, no certificate of fitness deserves to be granted to the Revenue. Hence, the request is not entertained.