ORDER : BHARGAV D. KARIA 1. Heard learned advocate Mr. Dhinal Shah for the petitioner and learned advocate Mr. Dev D. Patel for learned Senior Standing Counsel Mr. Varun Patel for the respondents. 2. Rule returnable forthwith. Learned advocate Mr. Patel waives service of notice of Rule for the respondents. 3. Having regard to the controversy in the narrow compass arising in this petition and with the consent of the respective learned advocates appearing for the parties, the matter is taken up for hearing. 4. The brief facts of the case are that the petitioner a public limited company registered under the provisions of the Companies Act filed return of income for the Assessment Year 2022-23 declaring total income of ‘Nil’. Subsequently, a revised return was filed on 31st December 2022. 4.1. It is the case of the petitioner that initially, the petitioner carried on business from Calcutta and subsequently, the petitioner was admitted under the Insolvency and Bankruptcy Resolution Plan under the provisions of Insolvency and Bankruptcy Code, 2016. Such plan was approved by the National Company Law Tribunal, Calcutta vide order dated 16th December 2021, by which the Meghmani Organics Limited was declared as successful resolution applicant and accordingly, the registered office of the petitioner was shifted to Ahmedabad, Gujarat. 4.2. It is also the case of the petitioner that along with return, the petitioner also filed audited financial statement. 4.3. The petitioner received a notice under Section 139(9) of the Income Tax Act, 1961 (for short, “the Act”) on 31st December 2022 from the respondent No.1 – Deputy Director of Income Tax, C.P.C. Bengaluru, Centralized Processing Centre raising the defect namely non-submission of tax audit report under Section 44AB of the Act with the return of income on the ground that total sales, turnover or gross receipt of the petitioner exceeded to more Rs.10 Crore. 4.4. In response to such notice, the petitioner files reply on 6th January 2023 stating that there was no total gross receipt, turnover or total sales exceeding Rs. 10 Crore. The petitioner thereafter received another notice on 23rd January 2023 pointing out the same defect in the return. 4.5. The petitioner thereafter received order dated 15th December 2023 stating that the response filed by the petitioner, return of income has been deemed to be invalid in accordance with the provisions of Section 139(9) of the Act. 5. 10 Crore. The petitioner thereafter received another notice on 23rd January 2023 pointing out the same defect in the return. 4.5. The petitioner thereafter received order dated 15th December 2023 stating that the response filed by the petitioner, return of income has been deemed to be invalid in accordance with the provisions of Section 139(9) of the Act. 5. Being aggrieved, the petitioner has preferred this petition with the following prayers: “B. Your Lordships may be pleased to quash and aside the Defective Order dated 15/12/2023 marked as Annexure – C declaring the return of income tax filed on 31.12.2022 (revised return) as invalid by the petitioner along with all the consequential and incidental proceedings; C. Your Lordships may be pleased to issue a writ of certiorari or in the nature of certiorari or any other appropriate writ, orders or directions to call for the record of proceedings, look into them and be pleased to issue a writ of certiorari or any other appropriate writ, order or direction quashing the impugned Defective Order dated 15.12.2023 and the incidental proceedings thereby validating the revised return submitted on 31.12.2022 as the valid return under Section 139 of the Act.” 6. Learned advocate Mr. Dhinal Shah for the petitioner submitted that on perusal of the impugned order dated 15th December 2023 passed under Section 139(9) of the Act, the return of income filed by the petitioner is declared invalid for non-compliance of the provisions of Section 44AB of the Act. 6.1. It was submitted that such an order is without giving any opportunity of hearing and it is without jurisdiction and therefore, the petitioner has preferred this petition under Article 227 of the Constitution of India. 6.2. Learned advocate Mr. Shah invited the attention of this Court to the audited profit and loss account for the year ended on 31st March 2022 appearing at page no.256 of the paper book to point out that there was no revenue from operations and other income is only Rs.8.53 Lakh. 6.3. It was submitted that the respondent No.1, based on the Note No.33(e) of the notes forming part of the financial statement for the year ended on 31st March 2022, has opined that the petitioner was required to obtain tax audit report under section 44AB of the Act since the petitioner has shown exceptional item of Rs. 6030.02 Lakh as per Note No.33(e). 6030.02 Lakh as per Note No.33(e). It was pointed out that as per the said Note, the auditor of the petitioner has adjusted the various credit and debit balances for the erstwhile company pursuant to the reassessment of the assessee’s liability shown by the management and shown as income on the credit side of the profit and loss account. 6.4. It was submitted that as per the provisions of Section 44AB of the Act, in absence of any gross receipt, sales, turnover, the same would not be applicable and pursuant to the Resolution Plan being approved by the National Company Law Tribunal to give effect to such Resolution Plan, the amount of Rs.6030.02 Lakh has been shown as exceptional item on the income side of the profit and loss account and therefore, the return of income filed by the petitioner – assessee could not have been held to be defective / invalid under Section 139(9) of the Act. 6.5. It was further submitted that as per the Guidance Note on the tax audit under Section 44AB of the Act issued by the Institute of Chartered Accountants, the exceptional items of Rs.6030.02 Lakh shown in the profit and loss account would not be considered forming part of the gross receipts from the business for the purpose of Section 44AB of the Act so as to hold that the return of income filed by the petitioner in absence of tax audit report would be an invalid return of income. Learned advocate for the petitioner invited attention of the Court to the Clause 12 of para 5.13 of the Guidance Note which connotes that the right back amount payable to the creditors and / or the provisions for expenses of taxes no longer required would not be falling under the “gross receipts” from the business for the purpose of applicability of Section 44AB of the Act. 6.6. It was therefore submitted that there is only other income of Rs.8.53 Lakh and the Net Credit Balance Return of Rs.6030.02 Lakh which does not represent the total sales, turnover or gross receipt from the business, the impugned order dated 15th December 2023 holding that the return of income was invalid, is without jurisdiction and contrary to the provisions of the Act and hence, the same is liable to be quashed and set aside. 7. On the other hand, learned advocate Mr. 7. On the other hand, learned advocate Mr. Dev D. Patel appearing for the respondent submitted that the impugned order is passed on the basis of the Note 33 (e) 0f the audited profit and loss account filed by the petitioner along with the return of income which clearly shows that the total income / credit side of the profit and loss account is more than Rs.10 Crore which requires that the petitioner must obtain the tax audit report as prescribed under Section 44AB of the Act. 7.1. It was submitted by learned advocate Mr. Patel that Centralized Processing Centre (CPC) is established to process all e-filed returns /online rectification, etc. having fully automated computerized system which functions any human intervention. It was submitted that the impugned communication / order is generated by automated system which is having its own dynamics and the petitioner - assessee / Assessing Officer is required to meet the system requirements for compliance and there is no scope of manual intervention on a case-to-case basis at any stage of operation at CPC. 7.2. It was further submitted that when the petitioner filed its original return of income on 7th November 2022, the petitioner declared interest income of Rs.8,52,841/- and income in the nature of ‘exceptional gain’ of Rs.60,03,02,816/- in the column of credit to profit and loss account with total credit of more than Rs.10 Crore, therefore, e-return filed by the petitioner was caught under the defective return criteria by the CPC and a communication for rectifying the defect in return was issued on 14th December 2022 and was sent to the petitioner informing that the return filed by the petitioner for Assessment Year 2022-23 is considered as defective within the meaning of Section 139(9) of the Act along with probable solution to e-file the audit report specified under Section 44AB of the Act and to enter complete details of profit and loss account and balance-sheet in Part A of the return. 7.3. Learned advocate Mr. Patel therefore submitted that even after the petitioner filed a revised return on 31st December 2022 but the same was caught in the defective return criteria and the petitioner was served with a notice Dated 23rd January 2023under Section 139(9) of the Act for defective/invalid return as the same was filed without tax audit report . 7.4. Learned advocate Mr. Patel therefore submitted that even after the petitioner filed a revised return on 31st December 2022 but the same was caught in the defective return criteria and the petitioner was served with a notice Dated 23rd January 2023under Section 139(9) of the Act for defective/invalid return as the same was filed without tax audit report . 7.4. It was submitted that reply submitted by the petitioner is duly considered by the automated system and the petitioner was again by reminder dated 8th September 2023 and informed to rectify the defect in the return filed, but the petitioner did not act upon the earlier communication followed by reminder dated 23rd September 2023 and thereafter the order dated 15th December 2023 is passed informing the petitioner that the return is invalided under Section 139(9) of the Act. 7.5. It was submitted that as per the provisions of Section 44AB of the Act, every person whose turnover or gross receipts in business or profession is more than Rs.10 Crore, such person is required to get the accounts audited under the law before the specified date and furnish the report by an Accountant in the Form prescribed, but, the petitioner, in the facts of the case, declared gross receipts of Rs.60,38,55,657/- credited to profit and loss account and did not obtain audit report under section 44AB of the Act and did not furnish the same before the specified date and hence the return of the petitioner is rightly held to be invalid under Section 139(9) of the Act. 7.6. It was submitted that as per Section 41 of the Act, any amount obtained by a person or value of benefit accruing to him in respect to loss, expenditure or trading liability incurred by the assessee in any previous year is deemed to be profits and gains of business or profession and accordingly, chargeable to income tax as the income of that previous year, whether the business or profession in respect of which the allowance or deduction has been made is in existence in that year or not. It was submitted that the petitioner was liable to get its accounts audited and obtain audit report in the prescribe Form as any amount written back in respect of expense claimed by the petitioner in the earlier years shall have to be treated as income from business or profession and chargeable to tax for the year under consideration. 7.7. It was submitted the Guidance Note issued by the Institute of Chartered Accountants of India does not have any binding implications in case of income tax proceedings and therefore, the petitioner cannot rely upon such guidance notes for not getting the accounts audited in accordance with the provisions of the Act. 7.8. It was further submitted that the respondent has followed the principles of natural justice providing enough opportunity to the petitioner to rectify the defects before passing the impugned order dated 15th December 2023 invalidating the return filed by the petitioner. 7.9. Learned advocate Mr. Patel therefore submits that no interference may be made while exercising the extraordinary jurisdiction under Articles 226 and 227 of the Constitution of India and this petition may be ordered to be dismissed with costs. 8. Having heard the learned advocates appearing for the respective parties and having considered the material placed on record together with the relevant provisions of the Income Tax Act, 1961, a short question which requires to be determined is whether the petitioner was liable to get the accounts audited under Section 44AB of the Act and to file the same prior to filing of the return for the Assessment Year 2022-23 or not? 9. It would be therefore germane to refer the relevant provisions of the Act: “Section 44AB. Audit of accounts of certain persons carrying on business or profession. 9. It would be therefore germane to refer the relevant provisions of the Act: “Section 44AB. Audit of accounts of certain persons carrying on business or profession. Every person,— (a) carrying on business shall, if his total sales, turnover or gross receipts, as the case may be, in business exceed or exceeds one crore rupees in any previous year: Provided that in the case of a person whose— (a) aggregate of all amounts received including amount received for sales, turnover or gross receipts during the previous year, in cash, does not exceed five per cent of the said amount; and (b) aggregate of all payments made including amount incurred for expenditure, in cash, during the previous year does not exceed five per cent of the said payment, this clause shall have effect as if for the words "one crore rupees", the words " [ten] crore rupees" had been substituted:. [Provided further that for the purposes of this clause, the payment or receipt, as the case may be, by a cheque drawn on a bank or by a bank draft, which is not account payee, shall be deemed to be the payment or receipt, as the case may be, in cash; or] (b) carrying on profession shall, if his gross receipts in profession exceed fifty lakh rupees in any previous year; or (c) carrying on the business shall, if the profits and gains from the business are deemed to be the profits and gains of such person under section 44AE or section 44BB or section 44BBB, as the case may be, and he has claimed his income to be lower than the profits or gains so deemed to be the profits and gains of his business, as the case may be, in any previous year; or (d) carrying on the profession shall, if the profits and gains from the profession are deemed to be the profits and gains of such person under section 44ADA and he has claimed such income to be lower than the profits and gains so deemed to be the profits and gains of his profession and his income exceeds the maximum amount which is not chargeable to income-tax in any previous year; or (e) carrying on the business shall, if the provisions of sub-section (4) of section 44AD are applicable in his case and his income exceeds the maximum amount which is not chargeable to income-tax in any previous year, get his accounts of such previous year audited by an accountant before the specified date and furnish by that date the report of such audit in the prescribed form duly signed and verified by such accountant and setting forth such particulars as may be prescribed : xxxxxx “139. Return of income. Return of income. (1) Every person,— (a) being a company or a firm; or (b) being a person other than a company or a firm, if his total income or the total income of any other person in respect of which he is assessable under this Act during the previous year exceeded the maximum amount which is not chargeable to income-tax, shall, on or before the due date, furnish a return of his income or the income of such other person during the previous year, in the prescribe form and verified in the prescribed manner and setting forth such other particulars as may be prescribed : xxxxx (9) Where the Assessing Officer considers that the return of income furnished by the assessee is defective, he may intimate the defect to the assessee and give him an opportunity to rectify the defect within a period of fifteen days from the date of such intimation or within such further period which, on an application made in this behalf, the assessing Officer may, in his discretion, allow; and if the defect is not rectified within the said period of fifteen days or, as the case may be, the further period so allowed, then, notwithstanding anything contained in any other provision of this Act, the return shall be treated as an invalid return and the provisions of this Act shall apply as if the assessee had failed to furnish the return : Provided that where the assessee rectifies the defect after the expiry of the said period of fifteen days or the further period allowed, but before the assessment is made, the Assessing Officer may condone the delay and treat the return as a valid return. Explanation.—For the purposes of this sub- section, a return of income shall be regarded as defective unless all the following conditions are fulfilled, namely :— (a) the annexures, statements and columns in the return of income relating to computation of income chargeable under each head of income, computation of gross total income and total income have been duly filled in; (aa) [***] (b) the return is accompanied by a statement showing the computation of the tax payable on the basis of the return; (bb) the return is accompanied by the report of the audit referred to in section 44AB, or, where the report has been furnished prior to the furnishing of the return, by a copy of such report together with proof of furnishing the report; (c) the return is accompanied by proof of— (i) the tax, if any, claimed to have been deducted or collected at source and the advance tax and tax on self-assessment, if any, claimed to have been paid : Provided that where the return is not accompanied by proof of the tax, if any, claimed to have been deducted or collected at source, the return of income shall not be regarded as defective if— (a) a certificate for tax deducted or collected was not furnished under section 203 or section 206C to the person furnishing his return of income; (b) such certificate is produced within a period of two years specified under sub- section (14) of section 155; (ii) the amount of compulsory deposit, if any, claimed to have been made under the Compulsory Deposit Scheme (Income-tax Payers) Act, 1974 (38 of 1974); [(ca) the return is accompanied by the proof of payment of tax as required under section 140B, if the return of income is a return furnished under sub-section (8A);] (d) where regular books of account are maintained by the assessee, the return is accompanied by copies of— (i) manufacturing account, trading account, profit and loss account or, as the case may be, income and expenditure account or any other similar account and balance sheet; (ii) in the case of a proprietary business or profession, the personal account of the proprietor; in the case of a firm, association of persons or body of individuals, personal accounts of the partners or members; and in the case of a partner or member of a firm, association of persons or body of individuals, also his personal account in the firm, association of persons or body of individuals; (e) where the accounts of the assessee have been audited, the return is accompanied by copies of the audited profit and loss account and balance sheet and the auditor's report and, where an audit of cost accounts of the assessee has been conducted, under section 233B of the Companies Act, 1956 (1 of 1956), also the report under that section; (f) where regular books of account are not maintained by the assessee, the return is accompanied by a statement indicating the amounts of turnover or, as the case may be, gross receipts, gross profit, expenses and net profit of the business or profession and the basis on which such amounts have been computed, and also disclosing the amounts of total sundry debtors, sundry creditors, stock-in-trade and cash balance as at the end of the previous year: xxxxx “Section 41: (1) Where an allowance or deduction has been made in the assessment for any year in respect of loss, expenditure or trading liability incurred by the assessee (hereinafter referred to as the first- mentioned person) and subsequently during any previous year,- (a) the first-mentioned person has obtained, whether in cash or in any other manner whatsoever, any amount in respect of such loss or expenditure or some benefit in respect of such trading liability by way of remission or cessation thereof, the amount obtained by such person or the value of benefit accruing to him shall be deemed to be profits and gains of business or profession and accordingly chargeable to income-tax as the income of that previous year, whether the business or profession in respect of which the allowance or deduction has been made is in existence in that year or not; or (b) the successor in business has obtained, whether in cash or in any other manner whatsoever, any amount in respect of which loss or expenditure was incurred by the first-mentioned person or some benefit in respect of the trading liability referred to in clause (a) by way of remission or cessation thereof, the amount obtained by the successor in business or the value of benefit accruing to the successor in business shall be deemed to be profits and gains of the business or profession, and accordingly chargeable to income-tax as the income of that previous year… ” 10. The Guidance Note issued by the Institute of Chartered Accountants on tax under Section 44AB of the Act (revised 2023) provides that write back of amounts payable to creditors and / or provisions for expenses or taxes no longer required would not form part of the gross receipts in business for the purpose of Section 44AB of the Act. Para 5.13(xii) is as under: “5.13 The following items would not form part of “gross receipts” in business” for purposes of section 44AB: * * * (xii) Write back of amounts payable to creditors and/or provisions for expenses or taxes no longer required.” 11. The term “gross receipts” is not defined in the Income Tax Act, however, it will include all receipts whether in cash or in kind arising from carrying on of the business which will normally be assessable as business income under the Act. Section 44AB of the Act is inserted by the Finance Act, 1984 with effect from 1st April 1985 and provides that every person carrying on business shall, if his total sales, turnover or gross receipts, as the case may be, in business exceed or exceeds certain limit, then such person has to get the accounts of such previous year audited by a Chartered Accountant before the specified date and furnish by that date the return in the prescribed Form duly signed and verified by such Accountant and setting forth such particulars, as may be prescribed. 12. In the instant case, on perusal of revised return of income filed by the petitioner, the petitioner has stated total other income as Rs. 60,38,55,657/- in column – 15 of part A - profit and loss account in the return of income in Form ITR-6 for the Financial Year 2021-22 and in Schedule BP of computation of income from business or profession, the petitioner, after considering profit before tax as per profit and loss account of Rs.31,73,21,020/- made adjustment of income from other sources and depreciation and amortisation debited to profit and loss account and arrived at profit or loss after adjustment for depreciation of Rs.27,11,59,277/- and made further disallowance of Rs.12,85,12,318/- which are debited to profit and loss account and calculated total profit of Rs.50,67,36,174/- and from that disallowed the deduction of Rs.68,82,80,000/- by arriving at income of Rs.8,96,15,451/-. 13. 13. The petitioner has shown the amount of Rs.6030.02 Lakh as exceptional items which does not form part of the income by way of turnover or gross receipts in the profit and loss account as per Note No.33(e) of Notes forming part of the Financial Statements for the year ended 31st March 2022. It would therefore be relevant to refer to the relevant Note no. 23 to 33 forming part of the Financial Statements for the year ended 31st Mach 2022 as under: (Rs. In Lakhs) Particulars As at 31st March 2022 As at 31st March 2021 Note -23 : Revenue from Operations - 102.23 - 102.23 Note-24: Other Income Interest Income (Gross) From Term Deposits 0.54 0.78 From others - 0.73 Tax deducted at source for the year Rs.5,351/- (previous Year Rs.10,888/-) Provisions written back 7.99 - 8.53 1.52 Note – 25: Cost of Raw materials consumed Opening Stock 517.95 517.95 Add: Purchases during the year - - 517.95 517.95 Less : Written Off (refer note no.33(e) 130.16 - Less : Closing Stock 387.79 517.95 - - Note : 26 : Changes in inventories Finished Goods Opening Stock 0.16 244.59 Less : Written Off (refer note no.33(e) 0.16 - Less : Closing stock 0.16 244.43 Stock in process Opening stock 330.67 330.67 Less : Written off (refer note no.33(e) 330.67 - -Less: closing stock - 330.67 - 244.43 Note-27 : Employee benefits Expense Salaries, Wages, Bonus and Exgratia 102.30 150.44 Contribution to Provident Fund and others 4.70 3.42 Staff Welfare Expenses 1.51 - 108.50 153.86 “Note – 33 The Corporate Insolvency Resolution Process (CIRP) Initiated on 10th August, 2020 under Insolvency and Bankruptcy Code, 2016 by Hon'ble National Company Law Board Tribunal (NCLT) has been completed and order effecting approval of the Resolution Plan (ARP) submitted by Meghmani Organics Limited (MOL) was passed on 16th December, 2021 by NCLT (NCLT Order). The consequential effect of ARP is as follows: a. MOL deposited Rs. 13,176 lakhs for the payment to financial creditors, operational creditors, employee dues and CIRP costs as per the NCLT Order. Out of the above amount received, the Company has allotted 1,21,50,000 equity shares of Rs. 10 each at par amounting to Rs.1215 lakhs to MOL and its nominees on 2nd February, 2022. As a result, the Company has become subsidiary of MOL. Out of the above amount received, the Company has allotted 1,21,50,000 equity shares of Rs. 10 each at par amounting to Rs.1215 lakhs to MOL and its nominees on 2nd February, 2022. As a result, the Company has become subsidiary of MOL. The balance amount of Rs.11,961 lakhs together with further amounts infused has been converted into Unsecured Perpetual Security (In the nature of equity) bearing a coupon rate of 8% p.a. b. The Board of Directors of the Company has been reconstituted on 23rd December, 2021 with nominees of MOL being Inducted as the members of the reconstituted Board. c. Existing 1,39,07,377 equity shares have been cancelled and delisted from BSE. d. The following amounts aggregating to Rs.1781.96 lakhs have been credited to Capital Reserve during the period ended 31st March, 2022. (Rs. In Lakhs) Sr.No. Particulars Amount (i) On cancellation of Equity Shares 1390.74 (ii) Preference Share Capital Redemption Reserve 391.22 Total 1781.96 e. Pursuant to re-assessment of assets and liabilities by the management, the following amounts aggregating to Rs.6030.02 lakhs have been adjusted and shown as exceptional items during the year ended 31st March, 2022. Sr. No. Particulars Note No. Amount i) Secured Loans from Bank no longer payable 18 4,058.60 ii) Unsecured loans no longer payable 18 2,824.20 iii) Creditors and Other liabilities no longer payable 19 & 20 2,344.02 iv) Liabilities for Employees no longer payable 20 1,671.01 v) Fixed Assets and Capital Work in Progress Written Off 2, 3 & 4 (422.85) vi) Provisions for Other Financial Assets written off 12 (1,114.24) vii) Trade Receivables written off 9 (14.27) viii) Advance from Customers written off 21 0.62 ix) Loan to related party written off 11 (276.57) x) Inventories written off 8 (448.77) xi) Other Non-current assets written off 7 (112.50) xii) Security Deposit Assets written off 5 (25.89) xiii) Cash and cash equivalents written off 10 (1.79) xiv) GST balances not claimable 13 (595.72) xv) Transfer changes and penalties for Leasehold land 21 (1,803.20) xvi) Provisions made for EPCG non-compliances 17 (46.62) xvii) Provision made for claims from statutory authorities 22 (6.00) Total (net) 6030.02 f. The Company is taking necessary steps to resume operations and Infuse such funds for its revival and smooth running. As such, these financial statements have been prepared on a going concern basis.” 14. As such, these financial statements have been prepared on a going concern basis.” 14. From the above Notes forming part of the Financial Statements for the year under consideration, it is apparent that the Revenue from operations is 8.53 Lakh and there was opening stock of Rs.330.67 as per Note No.23 and adjustments were made pursuant to the reassessment of assets and liability and shown as exceptional items in the profit and loss account which was also reflected in the return of income. 15. Thus, the petitioner did not have any turnover or sales in view of the order passed by the National Company Law Board Tribunal for effecting the approval of Resolution Plan submitted by the Meghmani Organics Limited on 16th December 2021 and consequential effect of such Resolution Plan is narrated in the above Note No.33. The petitioner – assessee did not have any income except miscellaneous income as shown in the profit and loss account, however, under the audited balance-sheet, the amount of the reassessment and liability on account of the Resolution Plan approved by the NCLT in the return of income which was rightly not considered as “gross receipts” of the petitioner – assessee. 16. The Hon’ble Apex Court, in the case of Commissioner of Income-tax VII, New Delhi vs. Punjab Stainless Steel Industries reported in (2014) 15 SCC 129 , while considering the deduction under Section 80HHC of the Act has interpreted the word “turnover” as under: “13. In ordinary accounting parlance, as approved by all accountants and auditors, the term ‘sales’, when reflected in the Profit and Loss Account, would indicate sale proceeds from sale of the articles or things in which the business unit is dealing. When some other things like old furniture or a capital asset, in which the business unit is not dealing are sold, the sale proceeds therefrom would not be included in ‘sales’ but it would be shown separately. 14. In simple words, the word “turnover” would mean only the amount of sale proceeds received in respect of the goods in which an assessee is dealing in. For example- If a manufacturer and seller of air- conditioners is asked to declare his ‘turnover’, the answer given by him would show the sale proceeds of air-conditioners during a particular accounting year. In simple words, the word “turnover” would mean only the amount of sale proceeds received in respect of the goods in which an assessee is dealing in. For example- If a manufacturer and seller of air- conditioners is asked to declare his ‘turnover’, the answer given by him would show the sale proceeds of air-conditioners during a particular accounting year. He would not include the amount received, if any, from the sale of scrap of metal pieces or sale proceeds of old or useless things sold during that accounting year. This clearly denotes that ordinarily a businessman by word “turnover” would mean the sale proceeds of the goods (the things in which he is dealing) sold by him.” 17. The Hon’ble Supreme Court, in the case of Punjab Stainless Steel Industries (supra), also referred to and relied upon the Guidance Note issued by the ICAI under Section 44AB of the Act by observing that when a recognised body of Accountants, after due deliberation and consideration publishes certain material for its members, one can rely upon the same as under: “17. So as to be more accurate about the word “turnover”, one can either refer to dictionaries or to materials which are published by bodies of Accountants. The Institute of Chartered Accountants of India (hereinafter referred to as the ‘ICAI’) has published some material under the head “Guidance Note on Tax Audit Under Section 44AB of the Income Tax Act”. The said material has been published so as to guide the members of the ICAI. In our opinion, when a recognized body of Accountants, after due deliberation and consideration publishes certain material for its members, one can rely upon the same. Para 5 of the said Note deals with “Sales”, “turnover” and “gross receipts”. Paras 5.2 and 5.3 of the said Note are reproduced hereinbelow, which pertain to the term “turnover”. “5.2 In the “Guidance Note on Terms Used in Financial Statements” published by the ICAI, the expression “Sales Turnover” (Item 15.01) has been defined as under:- “The aggregate amount for which sales are effected or services rendered by an enterprise. The term `gross turnover’ and `net turnover’ (or `gross sales’ and `net sales’) are sometimes used to distinguish the sales aggregate before and after deduction of returns and trade discounts”. The term `gross turnover’ and `net turnover’ (or `gross sales’ and `net sales’) are sometimes used to distinguish the sales aggregate before and after deduction of returns and trade discounts”. 5.3 The Guide to Company Audit issued by the ICAI in the year 1980, while discussing “sales”, stated as follows: “Total turnover, that is, the aggregate amount for which sales are effected by the company, giving the amount of sales in respect of each class of goods dealt with by the company and indicating the quantities of such sales for each class separately. Note (i) The term ‘turnover’ would mean the total sales after deducting therefrom goods returned, price adjustments, trade discount and cancellation of bills for the period of audit, if any. Adjustments which do not relate to turnover should not be made e.g. writing off bad debts, royalty etc. Where excise duty is included in turnover, the corresponding amount should be distinctly shown as a debit item in the profit and loss account.” (emphasis added) The aforestated meaning given by the ICAI clearly denotes that in normal accounting parlance the word “turnover” would mean “total sales” as explained hereinabove. The said sales would definitely not include the scrap material which is either to be deducted from the cost of raw material or is to be shown separately under a different head. We do not see any reason for not accepting the meaning of the term “turnover” given by a body of Accountants, which is having a statutory recognition. 26. If all accountants, auditors, businessmen, manufacturers etc. are normally interpreting the term ‘turnover’ as sale proceeds of the commodity in which the business unit is dealing, we see no reason to take a different view than the view normally taken by the persons who are concerned with the said term.” 18. Considering the above analysis of the word “turnover”, the Hon’ble Supreme Court, in the facts of the said case, held that the sale proceeds generated from sale of scrap material could not be included in “turnover” for the purpose of deduction under Section 80HHC of the Act. 19. Considering the above analysis of the word “turnover”, the Hon’ble Supreme Court, in the facts of the said case, held that the sale proceeds generated from sale of scrap material could not be included in “turnover” for the purpose of deduction under Section 80HHC of the Act. 19. In view of above dictum of law, the contention of the respondent that reliance cannot be placed on the Guidance Note issued by the ICAI is contrary to the decision of the Hon’ble Apex Court wherein it is opined that the recognised body of Accountants after due deliberation and consideration when publishes certain material for its members, the same can be relied upon. Thus, the amount which was credited by the petitioner in the profit and loss account as exceptional items on account of reassessment of the assets and liability as per Note No.33 and in view of the Resolution Plan approved by the NCLT, the same cannot be considered as turnover, sales or gross receipts which would attract the provisions of Section 44AB of the Act so as to get the accounts audited by the petitioner – assessee and furnish the audit report along with the return. 20. In view of the foregoing reasons, the impugned order dated 15th December 2023 passed under Section 139(9) of the Act invalidating the return of income is not sustainable and is, accordingly, quashed and set aside. The respondent authorities are hereby directed to process the return filed by the petitioner on 31st December 2022 for the Assessment Year 2022-23 in accordance with law. Rule is made absolute to the aforesaid extent. No order as to costs. This petition is, accordingly, disposed of.