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2024 DIGILAW 1379 (CAL)

Sushant Agarwal (HUF) v. Anmol Agarwal

2024-08-02

APURBA SINHA RAY

body2024
JUDGMENT : Apurba Sinha Ray, J. 1. The Execution Case no. 431 of 2022 was initiated to implement a consent decree passed on 18.05.2018 in connection with C.S. No. 201 of 2015. The present application being IA No. GA 1 of 2024 has been filed by the decree-holder Sushant Agarwal (HUF) being represented by its Karta Sushant Agarwal alleging, inter alia, that the then director of Nav Technology Pvt. Ltd., Anmol Agarwal, the judgement-debtor no. 1, transferred the office space of Nav Technology Pvt. Ltd. 113, Park Street, Kolkata to the judgement-debtor no.2 Manju Agarwal at a consideration of Rs.1001/- when the valuation of the property is more than 2 crores. As the Nav Technology Pvt. Ltd. has been shown to be the transferor of the said property, the entire tax liability of the transaction would fall upon the said company, which has now become the property of the decree holder by virtue of the said consent decree, upon Section 50-C of the Income Tax Act, 1961. 2. During hearing of the execution proceeding the learned counsel of the judgement debtor no. 2 had undertaken before the court that his client would comply with all the requisite obligations under the consent decree and he has further undertaken that his client shall file an affidavit stating that the tax responsibility of the relevant transaction shall be upon the judgement-debtor no. 2. Subsequently, the judgement debtor no. 2 refused to submit such an undertaking, and without changing the learned counsel who undertook on behalf of the judgement-debtor, the case was started to be represented by another lawyer of the judgement-debtor no. 2 on the ground of illness of the previous learned counsel. 3. When the judgement-debtor no. 2 refused to submit the relevant affidavit as aforesaid, the decree-holder filed the IA No. GA 1 of 2024 praying for:- “(a) For direction upon the Judgment Debtors to give an undertaking that any tax liability arises out of sale and/or transfer of the Park Street Office from Nav Technology Private Limited to and in favour of Judgment Debtor No. 2 shall be the liability and responsibility of the Judgment Debtors and not of Nav Technology Private Limited or of the decree holders. (b) The Judgment Debtors shall bear and/or reimburse all expenses to deal with any demand notice or order or direction demanding any tax on the difference of the assessed value and the recorded consideration of such transfer of the Park Street office from Nav Technology Private Limited vide Deed of Conveyance dated 30th December, 2022. (c) The Judgment Debtors shall also provide an undertaking with respect to the property tax liability or any other liability due and payable on account of the Park Street office held in the name of Nav Technology Private Limited. (d) In the alternative, the deed of conveyance dated 30th December, 2022 for sale and transfer of Park Street office space be declared as null and void and the same be cancelled. (e) For direction upon the Judgement Debtor No. 2 to handover the duly signed share certificates of Nav Technology Private Limited to the Decree Holders. (f) The Judgment Debtors shall pay to the Decree Holder No. 2 the entire surrender value received by the Judgment Debtors on surrender of the tenancy right in the third and fourth floor of P-161, VIP Road, Scheme VII M, Kolkata 700054 which the Judgment Debtors have been entitle only for their use and occupation and not for transfer or release or surrender or handover of the same to any third party which the Judgment Debtors have done in gross violation of terms of settlement.” 4. The learned counsel of the decree holder refers to the decisions reported at (1993) 2 SCC 185 (Salil Dutta Vs. T.M. And M.C. Private Ltd.) in support of his contention that there is no such absolute rule that a party can disown its advocate at any time and seek relief in contradistinction to the undertaking given on his behalf. No such absolute immunity can be recognized. 5. According to him, the principle of res judicata applies not only in respect of separate proceedings but also at the subsequent stages of the same proceedings. The learned counsel has also relied upon the judicial decisions reported at (2008) 4 SCC 615 (Barkat Ali & Anr. Vs. Badrinarain (Dead) by LRs.), AIR 2009 Cal 24 (Indu Bhusan Jana Vs. Union of India), (2018) 10 SCC 707 (Suzuki Parasrampuria Suitings Private Limited Vs. Official Liquidator of Mahendra Petrochemicals Limited (In Liquidation) & Ors.), (2010) 10 SCC 165 (Shyam Telelink Limited Now Sistema Shyam Teleservices Limited Vs. Vs. Badrinarain (Dead) by LRs.), AIR 2009 Cal 24 (Indu Bhusan Jana Vs. Union of India), (2018) 10 SCC 707 (Suzuki Parasrampuria Suitings Private Limited Vs. Official Liquidator of Mahendra Petrochemicals Limited (In Liquidation) & Ors.), (2010) 10 SCC 165 (Shyam Telelink Limited Now Sistema Shyam Teleservices Limited Vs. Union of India) and 2023 SCC Online SC 1395 (Pradeep Mehra Vs. Harijivan J. Jethwa (Since Deceased Thr. Lrs.) & Ors.). 6. The learned counsel of the decree-holder has also placed the judicial decision reported at (1973) 2 SCC 467 (Harnandrai Badridas Vs. Debidutt Bhagwati Prasad & Ors.) to buttress his law point that the Executing Court has been empowered to determine all questions between the parties in connection with the execution of relevant decree, and filing of separate suit has been discouraged. Therefore, this court is under an obligation to determine the present issue. 7. Provisions of Section 56-B(i) & 50-C of the Income Tax Act, 1961 have also been placed before this court for consideration. Attention of this court has also been drawn to Sections 46(1) & 56(1) of the Companies Act, 2013 which deal with signed transcripts and transfer and transmission of securities respectively. 8. The learned counsel, Mr. Partha Ganguly for the respondents has submitted that income tax implication is beyond the scope of the execution case because the decree itself does not provide any such condition as argued by the decree holder/petitioner. 9. In support of his contention, the learned counsel of the respondent no. 1 has submitted case laws reported in (1996) 5 SCC 728 (Rameshwar Dass Gupta Vs. State of U.P. & Anr.), (2022) 11 SCC 392 (Employees’ State Insurance Corporation Vs. Union of India & Ors.) and (2015) 7 SCC 373 (Himalayan Coop. Group Housing Society Vs. Balwan Singh & Ors.) which lay down that an executing court cannot travel beyond the order or decree under execution. It gets jurisdiction only to execute the order in accordance with the procedure laid down under order XXI of the Code of Civil Procedure, 1908. 10. The learned counsel of the respondent has also relied upon an unreported judgement of Hon’ble Supreme Court (Civil Appeal No. 7800 of 2014) S. Bhaskaran Vs. Sebastian (Dead) by LRs. & Ors. in furthering his contention. 11. In reply, Mr. 10. The learned counsel of the respondent has also relied upon an unreported judgement of Hon’ble Supreme Court (Civil Appeal No. 7800 of 2014) S. Bhaskaran Vs. Sebastian (Dead) by LRs. & Ors. in furthering his contention. 11. In reply, Mr. Dasgupta has submitted that the deed of transfer contains that transfer was being done in pursuance of the order of the High Court. A comparative study of decree and recital of the deed will show that the contents of the relevant paras are same. According to him, when the respondents accept the contents of the deed made pursuant to the order of the Hon’ble Court’s decree, they are under a duty to accept the tax liability in view of Section 50-C of the Income Tax Act, 1961. 12. By referring to paragraphs 8 of the Himalayan Coop. Group Housing Societies case (supra), the learned counsel argues that the case law is not applicable in the present case. 13. The respondent no. 1 should not be, according to him, relied upon since there is no affidavit filed by her that she did not give any instruction to her lawyer. Rather, the record shows that the vakalatnama is still in the name of the earlier learned Advocate who gave the relevant undertaking. Court’s View:- 14. For the sake of convenience, the relevant terms of the consent decree dated 18.05.2018 in connection with C.S. No. 201 of 2015 are reproduced herein below:- “1. The defendant No. 2 Sushant Agarwal shall be entitled to 100% share holding of the company namely Nav Technology Private Limited. 2. The defendant no. 1 namely Sushant Agarwal (HUF) is the majority shareholder of Nav Technology Private Limited having 85.5% of shares of which the plaintiff and other defendants are coparceners. The plaintiff and the defendant nos. 3, 4 and 5 do not wish to continue as member and coparceners of Sushant Agrawal and has agreed to release and relinquish all their right, title and interest in favour of Sushant Agrawal (HUF) the defendant no. 1 herein. 3. Manju Agrawal, Niharika Agarwal and Anmol Agarwal being the defendant nos. 3, 4 and the plaintiff shall resign as the directors of Nav Technology Private Limited and Sushant Agarwal the defendant no. 2 will be reinstated as director in the said company Nav Technology Private Limited and the other directors in the said company shall be appointed/nominated by defendant no. Manju Agrawal, Niharika Agarwal and Anmol Agarwal being the defendant nos. 3, 4 and the plaintiff shall resign as the directors of Nav Technology Private Limited and Sushant Agarwal the defendant no. 2 will be reinstated as director in the said company Nav Technology Private Limited and the other directors in the said company shall be appointed/nominated by defendant no. 2. 4. All other properties/assets belonging either to Sushant Agarwal (HUF) the defendant no. 1 and Nav Technology Private Limited shall belong to the defendant no. 2, who shall be entitled to use and enjoy the same without any interference, claim and/or interest by the other parties in any manner whatsoever. 5. The parties hereto shall execute all such necessary documents that may be required for effectively transferring the shareholding of Nav Technology Private Limited in favour of the defendant no. 2. 6. Nav Technology Pvt. Ltd. shall be added as defendant and the plaint be amended accordingly. 7. All the defendants including the added defendant and the plaintiff shall execute all such documents that may be required including Deed of Partition and/or any other deed if required for transferring the said Park Street Property in favour of Manju Agarwal. 8. All the defendants and the plaintiff do hereby relinquish their right, title and interest in the said Park Street property in favour of Manju Agarwal and shall not make any claim with regard to in future. 9. In lieu of the relinquishment of their right, title and interest in Sushant Agarwal (HUF) the defendant no. 1, the property having an office space admeasuring approximately 1314 square feet of 113, Park Street is hereby transferred/allotted to the defendant no. 3 Smt. Manju Agarwal shall be entitled to use, enjoy and deal with the said premises as owner thereof without any hindrance/objection from any of the parties including Deed of Partition. All expenses incurred in the above process shall be exclusively borne by Smt. Manju Agarwal. 10. The plaintiff and the defendant no. 3, 4 and 5 shall not claim any right, title and/or interest over the said property in any manner whatsoever. The defendant no. 3 shall be entitled to use, enjoy and/or deal with the same as owner thereof and in the manner as she likes. 11. 10. The plaintiff and the defendant no. 3, 4 and 5 shall not claim any right, title and/or interest over the said property in any manner whatsoever. The defendant no. 3 shall be entitled to use, enjoy and/or deal with the same as owner thereof and in the manner as she likes. 11. All cases by and between the family members whether civil or criminal in nature shall be withdrawn and/or shall be jointly applied for quashing in Hon’ble High Court /competent court as the case may be. 12. The residence at P1/161, V.I.P. Road, Scheme-VII M, Kolkata – 700 054 being 3rd and 4th floor thereof shall continue to be used and occupied by the plaintiff, defendant no. 3, 4 and 5 and the defendant no. 2 shall not disturb the peaceful enjoyment thereof by them and shall not reside thereat. 13. The plaintiff, defendant nos. 4 and 5 shall relinquish all their right, title and interest in any financial instrument and/or fixed deposit/LIC policies and/or investments made by Sushant Agarwal, the defendant no. 2 in their favour, particulars of said instruments/fixed deposits, LIC policies are as follows………………………………………….. 14. The plaintiff, defendant nos. 4 and 5 shall execute all necessary documents that may be required for transfer of the benefit of aforesaid policies/fixed deposits, investments / financial instruments in favour of Sushant Agarwal. 15. That the defendant nos. 2 and 3 shall file the application for divorce by mutual consent before the appropriate court of law. 16. That the defendant nos. 2 and 3 shall execute and sign all such documents that may be necessary for obtaining the decree for divorce and shall make themselves present in the court of law as and when required. 17. That all the pending disputes as on this date between the parties are settled including C.P. No. 80 of 2013 pending before National Company Law Tribunal through this memorandum and none of the parties will initiate any new civil/criminal case in the matter any further. 18. That C.S. No. 201 of 2015 be decreed and disposed of in light of the aforesaid settlement.” 15. From the above as well as the tabular statement of the execution case it appears that the instant execution case has been filed by the decree holder/defendant no. 2 for implementation of the terms of the consent decree in its entirety. 18. That C.S. No. 201 of 2015 be decreed and disposed of in light of the aforesaid settlement.” 15. From the above as well as the tabular statement of the execution case it appears that the instant execution case has been filed by the decree holder/defendant no. 2 for implementation of the terms of the consent decree in its entirety. However, during the pendency of this execution proceeding, the decree holder has admitted that several terms of the decree have been complied with by the judgement debtors. For the purpose of better understanding the issues involved, the following orders passed by this court are very much relevant for reference:- “BEFORE: The Hon'ble JUSTICE APURBA SINHA RAY Date : 20TH NOVEMBER, 2023. Mr. Nirmalya Dasgupta, Adv. Mr. Jitendra Patnaik, Adv. … for decree-holder Ms. P.Sah, Adv. …judgement-debtor THE COURT: Learned counsel for the judgement debtor has sought for an accommodation on the ground of illness of her senior counsel. Learned counsel for the decree-holder has submitted that in spite of notice, the judgement-debtor has already sold one lucrative property in Park Street. However, as prayed for by learned counsel for the judgement-debtor, list the matter on December 1, 2023.” “BEFORE: The Hon'ble JUSTICE APURBA SINHA RAY Date : 1st DECEMBER, 2023. Mr. Nirmalya Dasgupta, Adv. Mr. Jitendra Patnaik, Adv. … For petitioner/decree-holder Mr. Sukrit Mukherjee, Adv. For judgement-debtor THE COURT: Learned Counsel for the judgment-debtor has submitted that as per terms of the decree his client Smt. Manju Agarwal is entitled to sell the Park Street Property and accordingly, she has done it. However, learned Counsel for the judgment-debtor has further submitted that he shall perform all requisite share transferring of the company Nav Technology Pvt. Ltd. within three weeks from date and further his client will take the tax responsibility for transferring the property at Park Street. Learned Counsel for the decree-holder is also present and has submitted that his client should be protected from the tax responsibility of the transaction relating to property at Park Street. Learned Counsel for the decree-holder has handed over the requisite list of outstanding obligations on the part of the judgment-debtor in writing, to the learned Counsel of the judgment-debtor. List the matter on 22nd December, 2023.” “BEFORE: The Hon'ble JUSTICE APURBA SINHA RAY Date : 22nd DECEMBER, 2023. Mr. Nirmalya Dasgupta, Adv. Mr. Jitendra Patnaik, Adv. For decree-holder Mr. Ananda Basu, Adv. List the matter on 22nd December, 2023.” “BEFORE: The Hon'ble JUSTICE APURBA SINHA RAY Date : 22nd DECEMBER, 2023. Mr. Nirmalya Dasgupta, Adv. Mr. Jitendra Patnaik, Adv. For decree-holder Mr. Ananda Basu, Adv. For judgement-debtor THE COURT: Learned Counsel for the judgment-debtor has submitted that 90% of the outstanding obligations have been discharged from the side of the judgment-debtor. Only 10% of the outstanding obligations are to be carried out from the side of the judgment-debtor, and the same shall be done within a very short time. Learned Counsel for the decree-holder has disputed the above statement. However, learned Counsel for the judgment-debtor seeks for an accommodation for filing a detailed affidavit showing that the tax responsibility of the transaction relating to the property at Park Street will be of the judgment-debtor. List the matter on January 22, 2024.” “BEFORE: The Hon'ble JUSTICE APURBA SINHA RAY Date : 22nd JANUARY, 2024. Ms. Pooja Saha with Mr. Mahiul Islam, Advs. For the Judgment Debtor Mr. Nirmalya Dasgupta with Mr. Jitendra Patnaik, Advs. for the Decree Holder THE COURT: Learned Counsel for the judgement debtor has sought for accommodation for filing an affidavit pursuant to the order dated 22nd December, 2023, as his senior Counsel is indisposed of. Learned Counsel for the decree holder is present and has raised no objection. Learned Counsel for the judgement debtor has further submitted that the affidavit will be submitted by 29th January, 2024. The decree holder will be at liberty to file affidavit-in-reply, if necessary. List the matter on 28th February, 2024. Learned Counsel for the judgement debtor further submits that his client shall comply with the rest of the obligations in the meantime.” “BEFORE: The Hon'ble JUSTICE APURBA SINHA RAY Date : 28TH FEBRUARY, 2024. Mr. Nirmalya Dasgupta, Adv. Mr. Jitendra Patnaik, Adv. … for decree-holder Mr. Partha Ganguly, Adv. For judgement-debtor no. 2 THE COURT: Learned Counsel for the judgment-debtor has submitted that he is a new entrant in this matter due to physical ailment of the earlier learned Advocate. He prays for a couple of weeks’ time to come back with proper instruction. However, certain transfer of mutual funds and transfer of an amount of Rs.89,704/-in favour of the decree-holder have taken place. Learned Advocate for the decree-holder has submitted that he needs time to take some instruction on that issue. List the matter on 11th March, 2024. He prays for a couple of weeks’ time to come back with proper instruction. However, certain transfer of mutual funds and transfer of an amount of Rs.89,704/-in favour of the decree-holder have taken place. Learned Advocate for the decree-holder has submitted that he needs time to take some instruction on that issue. List the matter on 11th March, 2024. In the meantime the judgment-debtor is to submit an affidavit as per earlier orders and also to hand over share transfer deeds.” “BEFORE: The Hon'ble JUSTICE APURBA SINHA RAY Date : 12th MARCH, 2024. Mr. Nirmalya Dasgupta, Adv. Mr. Jitendra Patnaik, Adv. … For the decree-holder Mr. Partha Ganguly, Adv. For the judgement-debtor no. 2 The Court:-Learned counsel for the judgment debtor has submitted that he will hand over the share transfer deed within two days to the learned counsel of the decree-holder. Learned counsel for the judgment debtor has further submitted that his client is not willing to submit any affidavit contending that the tax responsibility for the property at Park Street which was sold by the judgment debtor lies upon her. Learned counsel for the judgment debtor has also submitted that such an undertaking would be beyond the decree passed by the learned Trial Court. Learned counsel for the decree-holder has submitted that his client will be instructed to file an appropriate application before this Court. List this matter on 2nd April, 2024.” 16. The learned counsel of the decree holder argues that as the learned counsel of the judgement debtors has undertaken to file an affidavit stating that his clients would take the tax responsibility of the transaction in connection of sale of the park street property, the respondents/judgement debtors are bound to file such affidavit accepting the tax responsibility of the said transaction. The learned counsel has also pointed out that as by order dated 28th February 2024 this court directed the judgement debtors to submit an affidavit as per earlier orders and also to hand over shares and transfer deeds to the decree holder, such order is binding upon the respondents/ judgement debtors since no appeal has been preferred against such order of the court and further the judgement debtors can neither change their stand nor deny to file any affidavit undertaking the tax responsibility of the said transaction. In this regard, he has taken shelter of reported decisions as mentioned in Salil Dutta (Supra), Barkat Ali & Anr. (Supra), Indu Bhusan Jana (Supra), Suzuki Parasrampuria Suitings Private Limited (Supra), Shyam Telelink Limited Now Sistema Shyam Teleservices Limited (Supra) and Pradeep Mehra (Supra). The learned counsel wants to impress upon this court that the principle of res-judicata is also applicable in the subsequent stages of the same proceeding. As the order dated 28th February, 2024 was not challenged, it has become final, and, therefore, the respondents cannot take a diametrically opposite stand to such order since the same was passed on the basis of undertaking of their learned counsel. 17. The learned counsel of the respondent no. 1 on the other hand has submitted that the executing court cannot travel beyond the decree and any such attempt can be termed as illegal and unauthorised from the side of the executing court. He has also relied upon the judicial decisions which have also been mentioned in the foregoing paragraphs. 18. After considering the submission and counter-submission of the learned counsels of the parties it appears that the respondents have tried to express that as per terms of the decree the respondent no. 1, Anmol Agarwal is entitled to transfer the property at Park Street in favour of Manju Agarwal and accordingly she has done it. The above contention of respondent no.1 has been recorded by this court in its order dated 01.12.2023. Commensurate to such contention Mr. Ganguly, appearing for the respondents, has submitted that as there is no such condition in the decree for shouldering the tax responsibility of any proposed sale of the relevant property, the executing court cannot direct the respondent no. 1 to discharge the tax responsibility in connection with the transaction which was referred to by the learned counsel of the decree holder. 19. After going through the said order dated 01.12.2023 it appears that the judgement-debtors have harped on the point that what they did, they did in accordance with the terms of agreement and further, the sale of the property at Park Street at the instance of judgement debtor no. 1 in favour of judgement debtor no. 2 is in accordance with terms of consent decree. If we go through the said terms of consent decree dated 18.05.2018 we shall find that in condition no. 1 in favour of judgement debtor no. 2 is in accordance with terms of consent decree. If we go through the said terms of consent decree dated 18.05.2018 we shall find that in condition no. 9 it has been mentioned that the property having an office space admeasuring approximately 1314 sq.ft. of 113 Park Street is transferred/allotted to the judgement-debtor no. 2 Smt. Manju Agarwal with the condition that she shall be entitled to use, enjoy and deal with the said premises as owner thereof without any hindrance/objection from any of the parties including deed of partition. All expenses incurred in the above process shall be exclusively borne by Smt. Manju Agarwal. From the condition no. 10 it further appears that neither the plaintiff nor the other defendants shall claim any right, title and interest over the said property in any manner whatsoever and Smt. Manju Agarwal shall be entitled to use, enjoy and/or deal with the same as owner thereof and in the manner as she likes. The condition 7 of the consent decree stipulates that “All the defendants including the added defendant and the plaintiff shall execute all such documents that may be required including Deed of Partition and/or any other deed if required for transferring the said Park Street property in favour of Manju Agarwal.” 20. Therefore, from the above conditions it is revealed that by virtue of the said consent decree the plaintiff, the defendant no. 2 i.e. the decree holder and defendant no. 4 had relinquished their right in connection with the property as mentioned hereinabove and they had given absolute right to Smt. Manju Agarwal to use, enjoy and deal with the said office premises admeasuring 1314 sq.ft as owner thereof without any hindrance and objection, and further she has been given authority to deal with the said property as owner thereof and in the manner as she likes. 21. The relevant deed of conveyance shows that the property was sold by the Nav Technology Pvt. Ltd. being represented by one of its directors, namely, Anmol Agarwal. There is no whisper that the other directors have given such authority to Ms. Anmol Agarwal to transfer the same on her own. There is no reference in the deed regarding any resolution by the other directors or majority of the directors authorising the respondent no. 1 to execute the same on their behalf. There is no whisper that the other directors have given such authority to Ms. Anmol Agarwal to transfer the same on her own. There is no reference in the deed regarding any resolution by the other directors or majority of the directors authorising the respondent no. 1 to execute the same on their behalf. There is no signature of other directors confirming/ratifying such transfer. The question is whether a director can convey the property of the company without having such resolution or without confirmation of other directors. No answer to such a question is forthcoming from the side of the judgement-debtors. 22. Another aspect which troubles this executing court is whether the conditions for implementing the relevant consent decree are to be done simultaneously or separately. Though the terms of the said decree do not specifically lay down that the conditions regarding transfer of office space are to be performed simultaneously with other conditions relating to the company, it is expected that most of the terms should have been performed simultaneously, otherwise, several other issues are bound to creep in. Clause 7 of the decree stipulates that all the defendants including added defendant and the plaintiff are under a duty to execute a deed of transfer regarding office space as indicated above to Manju Agarwal, but the execution of such deed without the knowledge of other parties shows that the intention of the parties underlying the consent decree has not been given due respect and weightage. 23. It is true that at different times the judgement-debtors have taken different stands through their learned counsel. It is further found that in spite of undertaking on behalf of the judgement-debtors the concerned learned advocate was unable to respect such undertaking and by allowing another advocate of the judgement-debtors to contradict their earlier stand is very much intriguing, particularly when the vakalatnama of the earlier advocate still exists in the record. It is also true that there is no affidavit from the side of the judgement-debtors that they did not give such instruction to their lawyer to inform the court that the concerned judgement debtor would bear the entire tax responsibility of the relevant transaction nor the vakalatnama of the advocate who undertook on behalf of the judgement debtors has been withdrawn or cancelled. The attitude of judgement debtors cannot be appreciated. 23.1. The attitude of judgement debtors cannot be appreciated. 23.1. But, the important question which arises at this stage is whether an executing court can direct the person other than the vendor of a registered deed to shoulder the tax responsibility in connection with a transaction where sale value of the property is lesser than the value of the adopted or assessed by the Authority for the purpose of payment of stamp duty in respect of such transfer. In this case, as per consent decree the Nav Technology Pvt. Ltd. along with other defendants are to execute transfer deed in respect of the office space as aforesaid in favour of Manju Agarwal. As the name of Nav Technology Pvt. Ltd. has been shown as the vendor and as the relevant provisions of the Income Tax Act direct the vendor to shoulder the tax responsibility, I cannot direct the then director or the vendee to shoulder the tax responsibility personally. As the law does not authorise an executing court to say anything palpably against the provisions of Income Tax Act, 1961 the executing court cannot pass such a direction. The undertaking given by the concerned lawyer shows that such undertaking was given against the provisions of law, and even if such undertaking is not respected, this court cannot direct the concerned party to shoulder the tax responsibility since if it does so it would go against the provisions of Income Tax Act, 1961 and also against the intention of the legislature. Therefore, though I found that the judgement-debtors did not respect the underlying intention of the parties to the consent decree, the prayer for asking the judgement-debtor no. 2 to shoulder the tax responsibility cannot be allowed at this stage. 24. So far as the other prayers of the instant petition are concerned it appears that evidence is required to prove such factual aspects particularly, the factum of surrender or the quantum of surrender value and so on in respect of the property at the third and fourth floor of P-161, VIP Road, Scheme VII M, Kolkata 700054. Without going through the evidence this court cannot allow the relevant prayers of the decree holder at this stage. Without going through the evidence this court cannot allow the relevant prayers of the decree holder at this stage. Moreover, during the pendency of the execution proceeding admittedly some obligations of the consent decree as imposed upon the judgement-debtors have been complied with, and as the court is not apprised of specifically which portions of the obligations have been complied with by the judgement-debtors, from the side of the decree holder, the other prayers of the GA No. 1 of 2024 also cannot be allowed at this stage. GA 1 of 2024 stands dismissed. No order as to costs. 25. Liberty to mention before the appropriate Bench for hearing of the execution proceedings. 26. Urgent Photostat certified copies of this Judgement, if applied for, be supplied to the parties on compliance of all necessary formalities.