SHRI KRISHAN KUMAR JALAN,BANGALORE vs. ITO, W-1, SIRSA

Order \nPER PARESH M. JOSHI, J.М. :\nThis is an appeal filed by the Assessee under Section 253 of the\nIncome Tax Act, 1961 (hereinafter referred to as Act) as and by way\nof second appeal before this Tribunal. The Assessee is aggrieved by the\norder dt. 29/03/2010 passed in First Appeal No. 111/HSR/2016-17 which\npertains to the assessee. The order dt. 29/03/2010 is passed by\nCommissioner of Income Tax (Appeals) u/s 250(6) of the Act which is\nhereinafter referred to as the “impugned order\". The relevant AY is 2014-15\nand the corresponding previous year period is from 01/04/2013 to\n31/03/2014.\n2.\nFactual Matrix\nProceedings before AO\n2.1 The assessee derived income from salary, business income from\npartnership firms, capital gains and income from other sources during the\nfinancial year ending 31/03/2014 relevant to the A.Y.2014-15.\n2.2 That the assessee filed return of income for the A.Y 2014-15 on\n29/04/2015 declaring a total income of Rs.8,58,360/-.\n2.3 That the case of the assessee was selected through CASS system of\nITD for examination of “suspicious sale transaction in sales and exempt\nlong term capital gains shown in return (penny stock tab in ITS)” under the\nscope complete scrutiny.\n2.4 That the statutory notice under Section 143(2) of the Act was issued\non 26/07/2016 and subsequent notices too under Section 143(2) and\n142(1) of the Act, 1961 alongwith Questionnaire were issued and served\nupon the assessee.\n2.5 That the Counsel for the Assessee attended the assessment\nproceedings from time to time and furnished the requisite information.\n2.6 That perusal of the computation of income, return of income\nfurnished by the assessee reveals that the assessee has shown exempt\nincome of Rs.1,04,06,769/- and claimed the same as exempt u/s 10(38) of\nthe Act.\n2.7 That as per the details of statement of long term capital gains\ntransaction, tax exempt under Section 10(38); the shares of “NCL Research\nand Financial Services Ltd.” Numbering 7000 were purchased @ Rs.257/-\nper share on 30/04/2012 for a total consideration of Rs.18,07,540/- and\nthat the same were sold on different dates from 20/05/2013 to 13/09/2013\ni.e; during the F.Y. 2013-14 relevant to A.Y 2014-15 for a consideration of Rs.\n1,22,14,309/-in aggregate thereby earning a Long Term Capital Gain\namounting to Rs.1,04,06,769/- on sale of shares which was claimed as\nExempt Income under Section 10(38)of the Act.\n2.8 That after examining the information and written submissions\nfurnished from time to time, taking into consideration the sworn\nstatements, the assessment is completed as under:-\nIncome as returned by the Assessee\nUnexplained credit u/s 68\nIncome assessed\nRs.8,58,360/-\nRs.1,04,06,762/-\nRs.1,12,65,329/-\n2.9 The above order of assessment is under Section 143(3) of the Act of\nITO Ward-1, Sirsa. It is dated 31/12/2016.\n2.10 In the aforesaid assessment order dt. 31/12/2016 the Ld. AO has\ntaken into consideration investigation carried out by the investigation\nwing of Income Tax Department which led to a country wide investigation\nto unearth the organized racket of generating bogus entries of long term\ncapital gains (hereinafter called LTCG) which is exempt from tax u/s\n10(38) of the Income Tax Act, 1961.\nModus Operandi\n2.11 The modus operandi adopted by the “operators” was to make the\nbeneficiaries buy some shares of a pre determined penny stock\ncompanies controlled by them. These shares were transferred to the\nbeneficiaries at a very nominal price mostly off line through preferential\nallotment or offline sale to save STT.\n2.12 The beneficiary individuals were made to hold the shares for a\nminimum period of one year, the statutory period after which LTCG is\nexempt under the provisions of Section 10(38) of the Income Tax Act,\n1961.\n2.13 In the meanwhile the operators rig the price of the stocks and\ngradually rise its price many times. This is done through low volume\ntransaction indulged in by the dummies of the operator at a pre\ndetermined price. When the price reaches the desired level, the\nbeneficiaries who bought the shares at a nominal price were made to sell\nthe same to a dummy paper companies of the operator. For this,\nunaccounted cash was provided by the beneficiaries which was routed\nthrough a few layer of paper companies by the operator and finally\nparked with the dummy paper companies that would buy the shares.\n2.14 Further it may be mentioned here that the prices of the shares of the\npenny stock companies were rigged and were raised through circular\ntrading.\n2.15 The circular trading was managed by the “operators” of the scrips.\nAn \"operator” is a person who was managing the overall affairs of the\nscheme and he was the one who contacted the entities who wished to\ntake entry of bogus LTCG / STCG in their books and arranged the same\nthrough the scrips of penny stock companies. The operator managed\nmany paper / bogus companies and used them to do circular\ntransactions to rig the price of the shares. The shares of these penny stock\ncompanies; although listed on exchange, were always closely held and\nwere controlled by the promoter of the penny stock companies and the\noperators who were arranging for the bogus LTCG/LTC Loss. This was due\nto the fact that the general public was not interested in the shares of\nthese companies as these companies had no credentials and this helped\nthe operators to keep a control on the price movement of the shares.\n2.16 That if beneficiary say, “B” bought 10,000 shares of company “P” @\nRs.1/- per share and sold it @ Rs.500/- per share, he would make on\npaper, capital gain of Rs.49,90,000/-. In his bank account there would be\na cheque deposit of Rs.50,00,000/- paid by the paper company that buys\nthe shares. The receipt is primafacie exempt from tax under the provisions\nof section 10(38) of the Income Tax Act, 1961.\n2.17 That the Directorate of Investigation, Kolkata investigated the\ntransactions in 84 such penny stock shares quoted on BSE and during the\ncourse of investigation examined on oath a large number of brokers,\nDirectors of Companies that finally purchased the shares, the promoters of\npenny stock companies, the entry operators, who managed the dummy\ncompanies involved in price rigging. The money trail of the transactions\nwas also examined and in a large number of transactions, trail right from\ncash deposit account to the beneficiaries account was unearthed. As a\nresult of the above investigation, individuals who have taken such entries\nof bogus LTC gains amounting to a number of crores have been\nidentified. The result of the investigation in brief are as under:\ni) individuals throughout the country were identified who have taken such\nbogus entries of LTC gains amounting to a number of crores from the year\n2010 to 2014.\n(ii) The result of the enquiry was also shared with Securities and Exchange\nBoard of India (SEBI) and the SEBI after investigating some cases have\nfound the allegations to be correct. The balance cases are still being\ninvestigated by SEBI.\n(iii) The top 25 groups under each investigation Directorate of the country\nwere confronted in course of further investigation, almost all of them\nbarring a few have accepted having taken the entries for a commission.\nA large amount has also been voluntarily surrendered by such assessees.\n(iv) In Kolkata, where this investigation was started some of the\nbeneficiaries who had taken entries have voluntarily surrendered it for\ntaxation without any further enquiry.\n2.18 That the scrip “NCL Research and Financial Services Ltd.” In which\nthe assessee traded was suspended by SEBI on 07/01/2015 i.e; suspending\nsale of scrips. Screen shot evidencing suspension is placed on record in Ld.\nAO Assessment Order dt. 31/12/2016 at page 3 & 4. Security code of “NCL\nResearch Financial Services Ltd.” Was 530557 as per BSE data.\n2.19 In the order of assessment of Ld. AO dt.. 31/12/2016 it was alleged\nthat as part of adjudication and adjudgement process, that the assessee\nShri Krishna Kumar Jalan is one such beneficiaries who had taken entry of\nRs.1,04,06,769/- of LTCG during the F.Y. 2013-14 i.e relevant to the A.Y.\n2014-15 the year under consideration and had claimed exemption for\nLTCG amounting to Rs.. 1,04,06,769/- u/s 10 (38) of the Income Tax Act,\n1961 by selling shares of “NCL Research and Financial Services Ltd."The\nassessee had purchased 7,000 shares of “NCL Research and Financial\nServices Ltd.” On 30/04/2012 for a consideration of Rs.18,07,540/-.\n2.20 That during the course of the assessment proceedigns, the\nassessee's AR furnished written submissions whereby copies of\ncomputation statement, Bank Statements, details of Long Term Capital\nGain were enclosed.\n2.21 That the assessee purchased and sold the shares of “NCL Research\nand Financial Services Ltd." The details of which are as under:\nScrip Purchased\nNCL Research and Financial Services Ltd.\nNo. of shares purchased\nDate of purchase\nAmount paid\n7000\n30-04-2012\nRs.18,07,540/-\nBroker through whom purchased\nM/s Geojit BNP Paribas Financial Services\nLtd. Banglore\nNo. of shares sold\n7000\nDate of sale (NSE)\nfrom 20-05-2013 to 13-09-2013\nAmount received\nRs.1,22,14,309/-\nBroker through whom shares sold\nM/s Geojit BNP Paribas Financial Services\nLtd. Banglore\nLong Term Capital Gains\nRs.1,04,06,769/-\n2.22 That primafacie it was found that the assessee indulged in booking\nbogus LTCG and claimed the above amount of Rs.1,04,06,769/- as\nexempt u/s 10(38) of the Act.\n2.23 That the business premises of the “NCL Research and Financial\nServices Ltd.” Whose the scrip the assessee Shri Krishan Kumar Jalan had\npurchased as aforesaid was surveyed u/s 133A of the Income Tax Act,\n1961.\n2.24 That sworn depositions of the Chairman and Managing Director and\nso also other Directors of said “NCL Research & Financial Services Ltd.”\nWere recorded by the Income Tax Authorities wherein they all have on\noath stated that they have provided and accommodated bogus LTCG.\n2.25 That a show cause notice / letter dt. 19/12/2016 was issued and\nserved upon the assessee which in sum and substance stated as under:\nIn connection with the scrutiny assessment for the assessment year\n2014-15 you have furnished written submissions in response to this office\nnotices u/s.143(2)and 142(1). The same have been gone through. On\nperusal it is noticed that you haveclaimed Long Term Capital Gains on\nsale of shares pertaining to \"NCL Research andFinancial Services Ltd\" as\nexempt u/s.10(38) amounting to Rs.1,04,06,769/-.\n2. As per the information available with this office, survey operations u/s\n133A were conducted on 27.5.2015 in the business premises of NCL\nResearch and Financial Services Ltd. 79, Bhogyadaya Building, Nagindas\nMaster Road, 3 rd Floor, Mumbai-400023. During the course of survey\nproceedings, a sworn statement was recorded on 27.5.2015 from Mr. Vijay\nJaydeo Poddar, Chairman & ManagingDirectorof the said NCL Research\nand Finance Services Ltd. In the said sworn deposition, the following\nspecific question was asked.\nQ.

7. Advocates\non behalf of the Revenue and more than 100 decisions of various Courts/Tribunals\nwere cited by both parties assessee and Revenue to forward their arguments\nfor and against the additions made by the Income Tax Department as almost 90\nappeals of various assessees were clubbed and heard as the issue is common in\nall these appeals – various penny stocks were used to manipulate the share price\nand claim exemption u/s.10(38) of the Act. Several arguments were made and\nheard by Hon'ble High Court of Kolkata in this batch of cases. The Hon'ble High\nCourt of Kolkata gave lot of importance to this case because it may create\nprecedent to various other cases in the country as the report of DGIT(Inv) Kolkata\nfound accommodation entries relating to claim of LTCG relating to 64,811\nbeneficiaries and the amount involved is above Rs.38,000 crores. This scam is\nonly by Kolkata operators and similar manipulations done were found by Delhi\nand Mumbai Investigation Directorates of Income Tax. The reports indicated the\ninvolvement of 22. Brokers who were covered in the investigation, purchase and\nsale of price was rigged in 84 company shares. The report further stated that\nseveral big brokers like Anand Rathi, Religare and SMC were also involved and all\nmanipulations were done through stock exchanges and several dummy/shell\ncompanies bank accounts were utilised and the Department was able to\nestablish full trail of cash to the extent of Rs.1575 crores. (Para 53 of Hon'ble\nKolkata High Court decision).\nThe assessee's contention that investigation report of DGIT(Inv) Kolkata was not\nfurnished to her and cross-examination opportunity was not provided to her was\ndealt by Hon'ble Kolkata High Court and it was held that these issues will not\nvitiate proceedings of Revenue nor they are required to be given to assessee\nbecause the respective AOs have clearly mentioned the nature of investigation\ndone stating that the investigation was commenced not from assessee's end but\nthe individuals who dealt with these penny stocks were targeted. It is equally true\nthat the assessee could not establish the prejudice caused to them for not giving\nopportunity to cross-examine them. (Paras 55 to 67 of Hon'ble High Court\ndecision).\nThus, not giving cross-examination opportunity did not and would not vitiate the\nproceedings as whatever information to be given to each assessee, was already\ngiven and necessary notices u/s.143(2)/142(1) mentioned required particulars by\nthe concerned Assessing Officers. Thus, full opportunity was afforded to the\nassessee, held by Hon'ble Kolkata High Court.\nThe next argument of the assessee is that they were not implicated in the\nInvestigation report also does not hold much water, it was held in the following\nwords :-\nTo reiterate, the assessee were not named in the report and when the assessee\nmakes the claim of exemption, the onus of proof is on assessee to prove the\ngenuniness. Unfortunately, the assessees are harping on the transactions done\nby them and by relying on the documents in their hands to contend that\nDepartment should prove the steep rise in the scrip is not genuine, which is\nincorrect.\nAnother argument forwarded by the assessee is that section 68 is not applicable\nto them because of the fact that transactions are done through bank, stock\nexchange, broker and reflected in books of account etc. The Hon'ble Kolkata\nHigh Court rebutted these arguments by saying that one of the key element to\nbe satisfied for non-applicability of section 68 is \"genuineness of transactions\".\nHere the genuineness of transaction was attacked by Revenue on many counts\neg., statements of operators, astronomical rise of share price despite weak\nfundamentals of company, utilising 77 shell companies to route the transactions\netc.\nIt was further held by Hon'ble Kolkata High Court in this regard as follows :-\n\"The assessee cannot escape from the burden cast upon him and unfortunately in\nthese cases, the burden is heavy as facts establish that the shares which were\ntraded had phenomenal and fanciful rise and short fall in price in short span,\nwhich led to LTCG/STCL. Therefore, until the assessee discharges his burden of\nproof, the addition made by the AO cannot be faulted.\"\nThe Hon'ble Kolkata High Court has dealt with this issue of section 68 by relying on\nvarious decisions like N.R. Portfolio Pvt. Ltd., A Govindarajulu Mudaliar Vs. CIT 205\nITR 802 (SC), Full Bench decision of Sophia Finance Ltd. 205 ITR

98. (Del), Nova\nPromoters Finlease (P) Ltd. 342 ITR 169 (Del), CIT Vs. Nipun Builders Ltd. 350 ITR 407\nand held that mere issuance of cheque and providing bank detail would not be\nsufficient to discharge the liability of assessee in view of the link between entry\nproviders and incriminating evidence.\nIn this case of Swati Bajaj, Hon'ble Kolkata High Court has mentioned that several\nassessees who were involved in this penny stock scam all over the country\navelled Vivad Se Vishwas Scheme, paid taxes and withdrew their appeals\npending at various stages at that time.\nIn this case of Swati Bajaj, the Ld. CIT(A) has confirmed the addition made by AO\nby holding that payments were made through bank, transactions were done\nthrough stock exchange and other features are only apparent features and the\nreal feature were manipulated with abnormal price upwards and sudden dip\nthereafter and held that the transactions would fall within the realm of suspicious\nand dubious transaction. Thus, the Ld. CIT(A) concludes by holding that\nconsidering the facts of the assessee's case and the preponderance of\nprobabilities against the assessee, the entire capital gains demand has to be\ntreated as fictitious and bogus more particularly when the assessee has not\nfurnished cogent evidence to explain how the shares in an unknown company\njumped up so fast and such fantastic sale price was not at all possible when there\nwas no economic or financial basis to justify the price rise and therefore affirmed\nthe order passed by the AO. Aggrieved by the order of the Ld. CIT(A), the\nassessee filed appeal to ITAT, and then the matter travelled to High Court and\nHon'ble Kolkata High Court delivered a landmark judgement on the lines\nmentioned above. As the contentions and issues are similar to that of our\nimpugned assessee, reliance is placed on this decision.\n6.28 In case of Sanjay Bimalchand Jain

89. Taxman.com 196 (Bom)\nHon'ble Bombay he held as follows:\n“In this case, the assessee had purchased shares from the penny stock\ncompanies for a lower amount and within a year, sold such shares at higher\namount and the assessee has not tendered cogent evidence to explain as to\nwhy shares in unknown company jumped to such a higher amount in no time\nand also failed to provide details of persons, who purchased the said shares, the\ntransaction was held to be an attempt to hedge the undisclosed income as\nLTCG. It was also held that the assessee had indulged in a dubious share\ntransaction meant to account for undisclosed income in the garb of long term\ncapital gains and thus, exemption u/s.10(38) could not be granted to the\nassessee. In this Hon'ble Jurisdictional High Court's case, the broker did not\nrespond to the notices issued by the AO, whereas in our impugned case, the\nalleged buyers of shares did not respond to notices issued by Ld. AO. As the\ncircumstances are similar, addition made by the AO had to be confirmed. In this\ncase of Mr. Sanjay Jain also, assessee was not afforded any right to cross-\nexamination, and assessee claimed that the transactions were done through\nbank and stock exchange, but Hon'ble Bombay High Court still confirmed the\naddition made by the AO.” (The price of the penny stock went up astronomically\nfrom Rs.5 to Rs.485/- as mentioned earlier in this order).\n6.29 Similarly, Hon'ble Delhi High Court in the case of NDR Promoters (P)\nLtd. (2019] 102 taxmann.com 182 (Delhi)held that where the assessee\ncreated lot of paper work to camouflage the transactions of bogus\nnature to look like genuine, there is no need of cross examination.\n6.30 Reliance is placed on Hon'ble Delhi High Court's decision of Suman\nPoddar Vs. PCIT [2019] 112 taxmann.com 329 (Delhi)where it was held that\nthe share transactions were bogus because the company whose shares\nallegedly purchased were of penny stock and this decision was affirmed\nby Hon'ble Supreme Court vide 112 taxman.com 330 (SC)(2019). The\nHon'ble court has opined that in this type of cases, cross-examination\nopportunity is not required because statements and other material found\nin the course of investigation were used as a corroborative material to\nstrengthen the findings of AO. The AO made the addition based on\nseveral factors and analysis to prove that there is no genuineness in the\ntransaction and utilised the statements of operators as corroborative\nevidence only.\n6.31 Reliance is placed on the decision of Hon'ble Supreme Court in the\ncase of SEBI Vs. Kishore R. Ajmera (2016) 66 taxman.com 288 for the\nproposition that direct evidence is not material, and it was held as\nfollows:-\n\"Court has pointed as to the important aspect with regard to the proximity of\ntime between the buy and sell orders, prior meeting of minds, unnatural rise in the\nprices of the scrips and how the conclusion can be gathered from various\ncircumstances coupled with preponderance of probabilities. At para 26, Hon'ble\nSupreme Court held \"According to us, knowledge of who the 2nd party/client or\nthe broker is not relevant at all. While the screen based trading system keeps the\nidentity of parties anonymous, it will be too naive to rest the final conclusions on\nsaid basis which overlooks a meeting of minds elsewhere. Direct proof of such\nmeeting of minds elsewhere wound rarely forthcoming. The test would be is one\nof preponderance of probabilities..........\nIn this case, Hon'ble Supreme Court dealt with the circumstances of synchronous\ntrade of illiquid scrips (as mentioned by the AO in the assessment order in our\ncase on hand also) and confirmed the order of Securities Appellate Tribunal w.r.t\nimposition of monetary penalties on brokers. The ratio laid down by Hon'ble Apex\nCourt in this case is that, in similar circumstances, circumstantial evidence can be\ntaken into account.\"\n6.32 Similarly, in the case of SEBI Vs. Mega Corporation Ltd. 136\ntaxman.com 333, while dealing with a case of income earned through\nprice manipulations of share, held that right to cross-examination of a\nperson who gave a complaint, was rejected by Hon'ble Supreme Court .\n6.33 In the case of Udit Kalra Hon'ble Delhi High Court\nheld that the company had meagre resources at disposal, negligible\nprofit, but there was unusual and very high growth in the share price\nwhich does not support the same, the transaction was held to be sham.\n6.34 In the case of Sanat Kumar Vs. ACIT Delhi, Circle 36(1), Hon'ble ITAT\nDelhi Bench has held that the so-called sale proceed of shares received\nand claimed as exempt u/s.10(38) was held to be sham transaction\nbecause of huge price rise of shares at the time of sale despite the fact\nthat company's profits are negligible and did not support such price rise.\n6.35 In the case of Satish Kishore Vs. ITO Delhi, ITA No. 1704 of 2019 dated\n6.8.2019, Hon'ble ITAT Delhi has held that the transactions of penny stock\nare manipulated ones to get arranged benefits to claim false exemption\nu/s.10(38) because there is a cartel of brokers involved in jacking up the\nscrip without corresponding profit/prospects of company. All the\ncontentions of assessee that he was not given cross-examination\nopportunity, transactions were done through stock exchange and money\nreceived through banking channels were considered and then only the\nexemption u/s.10(38) was denied because these affairs are all pre-\nconceived and arranged affairs which lack genuineness. The same\ndecision was rendered in the case of Sandeep Bhargava Vs. ACIT Delhi,\n109 taxman.com 174 (Delh-Trib).\n6.36 Shamim M. Bharwani Mumbai Vs. ITO-19(3)(4), Mumbai ITA No.\n4906/Mum/2011 (A.Y. 2006-07), Hon'ble Mumbai ITAT : In this case, it was\nheld that, a penny stock company, Eltrol Ltd., exposing the modus\noperandi adopted by assessee, in the case of such stocks, the price, de-\nhorse any fundamentals or other factor, of paper companies being raked\nup on the exchange, so as to yield “gain” and then again, equally,\nwithout basis, grounded to yield \"loss\", both of which, i.e., “gain” and\n"loss” find ready customers or takers. The purpose is to evade tax. The Ld.\nCIT(A) wrongly dismissed the Revenue's case by glossing over the many\nattendant facts and incidents, the most vital, and on which we observe\ncomplete silence or absence of any explanation, is the absence of any\ncredentials of investor company. It was further held that the documentary\nevidence in the face of unusual events, as prevailing in the instant case,\nand without any corroborative evidence, cannot be regarded as\nconclusive. For the scrip to trade 50 times its face value, in the absence of\ntrail blazing performance or great business prospects in future, by all\ncounts, it is a paper company and reverse the findings of first appellate\nauthority and confirm the impugned sum u/s.68 of the I.T. Act.\n6.37 In the case of M.K. Rajeshwari Vs. ITO[2018] 99 taxmann.com 339\n(Bangalore - Trib.) the coordinate bench of the Tribunal has held that\nwhile dealing the issue of long-term capital gain accrued to the assessee,\none has to examine the financials of the company whose shares were\ninflated within a short period and after the sharp rise in the price of shares,\nit again comes down. It was held as follows :-\n\"In the light of the ratio decidendi of the cases cited above, the contention of\nthe assessee that the transaction leading to long-term capital gains are\nsupported by documents such as sale and purchase invoices, bank statement\netc., cannot be accepted. In view of the facts and circumstances of the case\nbrought on record by the Assessing Officer after proper examination of the\nmaterial facts and taking into account corroborating evidences gathered by the\nDirectorate of Income-tax (Investigation), Kolkata, involving a network of brokers\nand operators engaged in manipulation of market price of the shares of the HBC\nbioscience controlled and managed by such person with a purpose to provide\naccommodation entries in the form of long- term capital gains. The onus was on\nthe assessee to prove the transaction leading to claim of long-term capital gain\nwas a genuine transaction. The assessee failed to justify manifold increase in the\nprices of the share of 'HBC bioscience' despite weak financials of the company.\nInitial investment in the company of unknown credential and subsequent jump in\nthe share prices of such a company, cannot be an accident or windfall but could\nbe possible, because of manipulation in the share prices in a preplanned\nmanner, as brought on record by the Assessing Officer. In view of the failure on\nthe part of the assessee to discharge his burden of proof and explain nature and\nsource of the transaction, in our opinion, the Ld. CIT(A) has rightly confirmed the\naddition in dispute, which does not require any interference on our part. We\naccordingly, uphold the action of the Ld. CIT(A) on the issue in dispute and\ndismiss the grounds raised by the assessee on this issue.\"\n6.38 In the case of Rajkumar B. Agarwal vs. DCIT (ITAT Pune), Bench “B”\nITA Nos.1648 & 1649/PUN/15, it was held as follows :-\n\"The assessee completed paper-trail by producing contract notes for\npurchase and sale of shares of PIL. Mere furnishing of contract notes etc.\ndoes not inspire any confidence in the light of facts. Test of human\nprobability should be applied and apparent should be ignored to unearth\nthe harsh reality (Sumati Dayal 214 ITR 801 (SC) & Durga Prasad More 82\nITR 540 (SC) applied)\".\n6.39 In the case of Pooja Ajmani Vs. ITO (ITAT Delhi) April 25, 2019 ITA No.\n5714/Del/2018, it was held as follows :-\n\"10(38) Bogus Capital Gains From Penny Stocks : u/s.101 of Evidence Act,\n1972, the onus is on the assessee to prove that the LTCG is genuine. The\nassessee cannot on failure to establish a prima facie case, take\nadvantage of the weakness in the AO's case. The jump in the share price\nof a company of unknown credentials cannot be an accident or windfall\nbut is possible because of manipulations in a pre-planned manner by\ninterested broker and entry operators. The LTCG transactions are a sham”.\n6.40 Abhimanyu Soin Vs. Asst, Cit, Circle VII, Ludhiana, ITAT, Chandigarh,\nBench A, ITA No. 951/chd/2016:\n\"On consideration of the facts of the case as a whole it cannot be\naccepted that the assessee can have long term capital gains of Rs.\n80,25,291/- within 17 months of buying of shares at Rs.2,72,000/- a non-\ndescript company incorporated in 2007 which got merged in 2009. This\ncannot be a case of intelligent investment or a simple tax planning to\ngain benefit of long term capital gains”.\n6.41 Mrs Vidya Reddy Vs. ITO International Taxation, Ward-1(2), Chennai\nITAT, D Bench, Chennai\n“All these trading patterns show that LTCG admitted by the assessee is arranged\none. The payment of Security Transaction Tax was to paint credit worthiness to the\ntransaction and claim exemption u/s.10(38). In view of the information provided\nby the Investigation wing, Kolkata, the recommendations of SIT on Black money\netc, the AO required the assessee to prove her claim of exemption. After\nconsidering her reply etc. held inter alia that it is clear that the assessee has\nmanipulated the sale of shares within a span of time in collusion with the brokers\nin order to earn tax free exempt Long term capital gain on sale of shares u/s\n10(38) etc\".\n6.42 In the case of Somnath Maini Vs. CIT 306 ITR 414, the Hon'ble Punjab\n& Haryana High Court, held that claim of genuineness of transactions can\nbe rejected even if the assessee backs the same with evidence which is\nnot trustworthy. Hon'ble Income Tax Appellate Tribunal \u2013 Chandigarh, in\nthe case of Assistant Commissioner of Income Tax Vs. Som Nath Maini by\nplacing reliance on the decision of Hon'ble Supreme Court in the case of\nDurga Prasad More (2002)

3. BOMLR 747, 2003 (1) MhLj 420 has observed\nas under :-\n\"It is true that when transactions are through cheques, it looks like real transaction\nbut authorities are permitted to look behind transactions and find out the motive\nbehind transactions. Generally, it is expected that apparent is real but it is not\nsacrosanct. If facts and circumstances so warrant that it does not accord with\nthe test of human probabilities, transactions have been held to be non-genuine,\nit is highly improbable that share price of a worthless company can go from Rs.3\nto Rs.55 in a short span of time. Mere payment by cheque does not render a\ntransaction genuine . Capital gain tax was created to operate in a real world\nand not that of make belief. Facts of the case only lead to the inference that\nthese transactions are not genuine and make believe only to offset the loss\nincurred on the sale of jewellery declared under VDIS. In the totality of facts and\ncircumstances of this case and material on record, we are of the considered\nview that the CIT(A) was not justified in deleting the impugned addition We\naccordingly set aside the order of the CIT(A)and restore that of the AO.”\n6.43 Chennai\nITAT\nin\nin the case of\nRajnish\nAgarwal\nI.Τ.Α.No.1419/CHNY/2018has held that the penny stock of SRK Industries\nLtd. is not having any financial strength of its own and the sale and\npurchase of these shares were held to be sham and LTCG u/s.10(38) was\ndenied to the assessee.\n6.44 Similarly, in the cases decided by various Tribunals of the country as\nmentioned below also, have held that the penny stocks without financial\nfundaments to support the astronomical price rise of hundreds of times\nwithin short span of one to two years, are sham transactions and LTCG\nclaim u/s.10(38) was denied to them :\na) Usha Chandresh Shah ITA No. 6858/Mum/2011, Mumbai\nb) Zakrullah Chaudhary ITA No. 669/PN/2012, Pune\nc) Chandan Gupta ITA No. 7024/Mum/2010, Mumbai\nd) Chandan Gupta ITA No. 550/Chd/2008 dated 26.9.2013 Chandigarh\ne) Napar Drugs Ltd.

98. ITD 265, Delhi\nf) Dinesh Kumar Khandelwal HUF Vs. ITO ITA No. 58/Nag/2015 dated\n24.8.2016 Ratnakar M. Pujari Vs. ITO 9951/Mum/2012 dted 3.8.2016\nIn the case of CIT(A) Vs. Jasvinder Kaur 357 ITR 638 also, Hon'ble Gauhati\nHigh Court has held that price manipulations of penny stocks analysed by\nAO was on correct footing and held that assessee was not eligible for\nLTCG u/s.10(38) of the Act.\n6.45 We now intend to examine several case laws which are cited by the\nparties before this Tribunal, before we part with this adjudication and\nadjudgement of this second appeal. We make it very clear that several case\nlaws are relied upon by the parties in PB, however we intend to confined\nourselves with few relevant case laws only which are germane to the issue in\nhand.\n(i) PCIT Vs. Hitesh Gandhi (2018)

11. ITR-OL-206 (P&H)\nIn the above case Hon'ble Punjab & Haryana High Court in para 4, 5 & 6 have\nrecorded as under:\n\"4. I have considered the facts of the case, the basis of addition made by the\nAssessing Officer, the arguments of the authorised represent- ative during the\nassessment as well as appellate proceedings and the comments of the Assessing\nOfficer in the remand report. It is seen that the impugned purchase of shares\nallegedly effected in the financial year 2006-07 for an amount of Rs.11 lakhs and\nthe said shares had been physically transferred in favour of the appellant in the\nbooks of the listed company, namely, GeeFCee Finance Limited. Further the said\nshares got dematerialized and were, credited in the assessee's account\nmaintained with depository participant, i.e., HDFC on Octo- ber 16, 2006. Further,\ndividend amounting to Rs.1,50,000 has been declared and received with respect\nto the aforementioned holding of shares on October 23, 2007 and the said\ndividend had been disclosed by the assessee in the return of income and\nclaimed exemption accordingly. It is also to be noted that the said dividend had\nbeen accepted as exempt by the Assessing Officer for the year under\nconsideration. The only logical conclusion that can be made from the sequential\nperusal of the above detailed facts is that the impugned shares were actually\npurchased by the assessee on given dates as these stand reflected in D'mat\naccount maintained with the HDFC bank. The dividend declared on the same\nhas been received and cre- dited in the assessee's bank account which is further\nfound recorded in the Income-tax return and allowed as exempt by the Assessing\nOfficer. As against this clear documentary evidence in favour of the appellant,\nthe Assessing Officer has merely rejected the contention of purchase on the basis\nof suspicion arising out of reckless/casual replies given to various questions raised\nby the Assessing Officer in the assessment proceedings. It is important to\nappreciate here that the assessee had been subjected to search and seizure\nproceedings under section 132 of the Income-tax Act, 1961 and the search\nproceedings did not lead to recovery of any incriminating evidence to show that\nthe transaction of purchase of shares was arranged as suspected by the\nAssessing Officer. It is also seen that no post-search enquiries on the issue had\nbeen conducted in the form of recording the statement of broker so as to bring\non record any evidence of the said transaction being an accommodation entry.\nThis is to mean that just because the assessee has been found to be earning huge\namounts of long-term capital gains on sale of shares, the same has been held to\nbe sham transaction merely on the ground of same being unlikely in the given\ncircumstances. The Assessing Officer, in the remand report has not been able to\ncontradict any of the facts regarding purchase of shares highlighted above or\nregarding the sale of shares and has not progressed beyond the stage of\nsuspicion. It is further seen that the shares had been sold for an amount of Rs.\n2,91,32,850 and has been debited to the assessee's D'mat account maintained\nwith D/ P, HDFC. It is also seen that STT has been paid on the sale of shares and\nthe said shares had been sold through National Stock Exchange. It is also seen\nthat the Assessing Officer while working out the addition has allowed indexation\non the cost of purchase of shares till the date of sale and has in fact worked out\nthe capital gain only to make the impugned addition. I am of the view that there\nis no evidence on record, gathered during the course of search proceedings or\nduring the course of post-search investigation or assessment proceedings to hold\nthe view that the entire transaction of purchase/sale of shares effected over a\nperiod of two years was a sham transaction. The addition being without any\nlogical basis is directed to be deleted.\n5. We have heard the rival parties and have gone through the mate- rial\nplaced on record. We find that the assessee had purchased shares in the month\nof April/May, 2006 as noted by the learned Commissioner of Income-tax\n(Appeals) in his order at page-4. The shares were purchased in the assessment\nyear 2006-07. Further the shares were got dematerialized and the same were\ncreated in the account of assessee maintained with HDFC bank. The assessee\nalso received dividend on such shares on October 23, 2007 and such dividend\nwas claimed as exempt and the Assessing Officer did not raise any objection\nagainst the claim of such dividend. The learned Commissioner of Income-tax\n(Appeals) has noted in his order that in the remand report the Assessing Officer\nwas not able to contradict any of the facts regarding purchase of shares and\nregarding sale of shares. It is further observed that the assessee had paid STT on\nthe sale of such shares and this fact has been noted by the learned\nCommissioner of Income- tax (Appeals) in his order. Further, we find that while\nmaking out the addition on account of capital gains the Assessing Officer himself\ngave credit to the assessee for indexed cost of acquisition to the extent of Rs.\n11,67,821 taking the purchase price at Rs.11,00,000. Further, we find that the\nassessee had sold shares through MTL shares and Stock Brokers Limited as is noted\nby the Assessing Officer in reply to question No. 24 which is a SEBI registered stock\nbroker. Furthermore the payment for sale of shares was received through banking\nchannels. All these documentary evidence in favour of the assessee were\nrejected by the Assessing Officer merely on the basis of some casual replies\ngiven by the assessee to the Assessing Officer. However, the fact remains that all\nthe documentary evidence are in favour of the assessee and the learned\nCommissioner of Income-tax (Appeals) has passed a very reasoned and\nspeaking order and we do not find any infirmity in the same.\n6.\nThe findings recorded by the Commissioner of Income-tax (Appeals) and\nthe Tribunal are pure findings of fact which have not been shown to be illegal,\nerroneous or perverse by the learned counsel for the appellant. He has also not\nbeen able to produce any material on record to controvert the said findings.\nThus, no substantial question of law arises. Consequently finding no merit in the\nappeal, the same is hereby dismissed.\"\n62\nThe poor financial fundamentals of the scrip was not the issue involved in\nthe above case as is in the instant case. The assesse in the instant case\nhas failed to give any explanation about the poor financial health of the\ncompany / scrip called “NCL Research & Financial Services Ltd.". The\nassessee has also failed to give suitable explanation with regard to other\nfundamentals of the scrip like background of the promoters, dividend\nhistory of the company, bonus if any and other factors in the security\nmarket including sentiments which lead to abnormal increase in price of\nthe scrip in short span of time. The facts of the case in the above cited\ncase law are different. In the instant case facts are that 7000 shares were\npurchased at the price of Rs.257/- per share and were sold with in slightly\nmore than a year @ Rs.1745/- (Avg. rate) giving LTCG of whopping\namount of Rs.1,04,06,769/-. The sudden and abrupt rise in price was not\nbased on any strong fundamental factors including financials of the\ncompany. Even otherwise other facts of the case are different, then that\nof above cited case law. In the present case price has been held to be a\nvery high price for which no plausible explanation as prevalent in security\nmarket has been offered by the assessee basis profile of the company\nand its fundamentals including financials as per security market practices.\n(ii)\nPCIT Vs. Prem Pal Gandhi (2018) 401 ITR 253 (P&H)\nIn the above judgment Hon'ble Punjab & Haryana High Court has on\npara 3 has recorded as under:\n3. The first three questions of law raised in this appeal are covered against the\nappellant by an order and judgement of a Division Bench of this Court dated\n16.02.2017 in ITA-18-2017 titled as The Pr. CIT (Central) v. Hitesh Gandhi.\n4. The issue in short is this: The assessee purchased shares of a company during\nthe assessment year 2006-2007 at Rs.11/- and sold the same in the assessment\nyear 2008-2009 at Rs.400/- per share. In the above case, namely, Hitesh\nGandhi (supra) also the assessee had purchased and sold the shares in the same\n assessment years. The Assessing Officer in both the cases added the appreciation\nto the assessees' income on the suspicion that these were fictitious transactions\nand that the appreciation actually represented the assessees' income from\nundisclosed sources. In Hitesh Gandhi's case (supra) also the CIT (Appeals) and\nthe Tribunal held that the Assessing Officer had not produced any evidence\nwhatsoever in support of the suspicion. On the other hand, although the\nappreciation is very high, the shares were traded on the National Stock Exchange\nand the payments and receipts were routed through the bank. There was no\nevidence to indicate for instance that this was a closely held company and that\nthe trading on the National Stock Exchange was manipulated in any manner.\n5. In these circumstances, following the judgement in Hitesh Gandhi's case\n(supra), it must be held that there is no substantial question of law in the present\nappeal.\n6. Question (iv) has been dealt with in detail by the CIT (Appeals) and the\nTribunal. Firstly, the documents on which the Assessing Officer relied upon in the\nappeal were not put to the assessee during the assessment proceedings. The CIT\n(Appeals) nevertheless considered them in detail and found that there was no\nco-relation between the amounts sought to be added and the entries in those\ndocuments. This was on an appreciation of facts. There is nothing to indicate that\nthe same was perverse or irrational. Accordingly, no question of law arises.\n7. In the circumstances, the appeal is dismissed.\nThe above facts are not present in the instant case which we have\nalready stated in immediately above para (supra) while dealing with the\ncase of Hitesh Gandhi(supra).\nHence respectfully we distinguish the case of two judgments of Punjab &\nHaryana High Court (supra) on the grounds that the facts are different.\nConsequently the ratio of above cases cannot be applied to the peculiar\nfacts and circumstance of the instant case where apart from poor\nfinancials of the company “NCL Research & Financial Services Ltd.” the\nvery Directors and Chairman and Managing Director of “NCL Research &\nFinancial Services Ltd.” have given inculpatory statements about the\naccommodation entries, manipulation in prices of the scrip etc. In the\nabove cases of Punjab & Haryana High Court suspicion about sham\nnature of transaction was there and there be no evidence about it. But in\nthe instant case there is an elaborate discussion about sham and make\nbelief nature of transaction of transfer of capital asset. There are\nevidences and the circumstances to go behind the transfer of capital\nasset document to see the reality or real nature of transaction. The\napplicability of Mcdowell case, Durga Prasad Case and Sumati Dayals\ncase of Hon'ble Supreme Court are just not discussed. The courts in India\ndecide upon each case basis facts of that particular case which defer\nfrom one another. The Supreme Court of India and various other High\nCourts including jurisdictional High Courts additionally decide upon the\nbroad proposition of law which they lay down in a case which is required\nto be followed by one and all. The Hon'ble Punjab & Haryana High Court\nin above two cases have held that basis suspicion without their being any\nevidence LTCG cannot be disallowed.\nPer contra in the instant case the authorities have taken into\nconsideration the evidence in security market parlance and the\ncircumstantial evidence surrounding the transaction including the\nfinancial, fundamentals and other fundamentals of the scrip as a ground\nto deny LTCG.\n6.46 We have also perused the judgment of Hon'ble Bombay High Court\nin case of CIT Vs. Mukesh Rati Lal Marolia dt. 07/09/2011 in ITA No. 456 of\n2007 and we are of the considered view that the facts therein are totally\ndifferent which we reproduce as below:\n1\nWhether the ITAT was justified in deleting the amount of Rs.1,41,08,484/\nreceived by the Assessee on sale of the shares asunexplained investment under\nsection 69 of the Income Tax Act, 1961 is the question raised in this Appeal.\n2\nThe AssessmentYearinvolvedhereinisA.Y.20012002.\n3.\nThe Assessee was carrying on business of manufacturing handkerchiefs as\nthe proprietor of Rumal Manufacturing Company. In the Assessment Year in\nquestion the Assessee claimed that he had sold the shares of four companies,\nnamely, M/s Alang Industrial Gases Ltd., Mobile Telecommunication Ltd., M/s\nRashel Agrotech Ltd. and M/s. Sentil Agrotech Ltd, which were purchased during\nthe year 19992000 and 20002001. The entire sale consideration amounting to\nRs.1,41,08,484/ was utilised\nfor the purchase\nof\na\nflat at\nColaba, Mumbaiandaccordinglybenefitofsection54E of the Income Tax Act, 1961\nwas claimed.\n4.\nD\nThe Assessing Officer has held that neither the purchase nor sale of\nsharesweregenuineandthattheamountofRs.1,41,08,484/statedto\nhave been\nreceived by the Assessee on sale of shares was undisclosed income and\naccordingly made addition under section 69 of the Income Tax Act, 1961.The\nAppeal filed by the Assessee was dismissed by CIT(A).\n5. On further Appeal, the ITAT by the impugned order allowed the claimof\nthe Assessee by recording that the purchase of shares during the year19992000\nand 20002001 were duly recorded in the books maintained by the Assessee. The\nITAT has recorded a finding that the source of funds for acquisition of the shares\nwas the agricultural income which was duly offered and assessed to tax in those\n Assessment Years. The Assessee has produced certificates from the aforesaid four\ncompanies to the effect that the shares were infact transferred to the name of\nthe Assessee. In these circumstances, the decision of the ITAT in holding that the\nAssessee had purchased shares out of the funds duly disclosed by the Assessee\ncannot be faulted.\n6. Similarly, the sale of the said shares for Rs.1,41,08,484/ through two Brokers\nnamely, M/s Richmond Securities Pvt. Ltd. and M/s. Scorpio Management\nConsultants Pvt.Ltd. cannot be disputed, because the fact that the Assessee has\nreceived the said amount is not in dispute. It is neither the case of the Revenue\nthat the shares in question are still lying with the Assessee nor it is the case of the\nRevenue that the amounts received by the Assessee on sale of the shares is more\nthan what is declared by the Assessee. Though there is some discrepancy in the\nstatement of the Directorof M/s. Richmand Securities Pvt. Ltd. regarding the sale\ntransaction, theTribunal relying on the statement of the employee of M/s.\nRichmand Securities Pvt.Ltd. held that the sale transaction was genuine.\n7. In these circumstances, the decision of the ITAT in holding that the\npurchase and sale of shares are genuine and therefore, the Assessing Officer\nwasnotjustifiedinholdingthattheamountofRs.1,41,08,484/ represented unexplained\ninvestment under Section 69 of the Income Tax Act, 1961 cannot be faulted.\n8. In the result, we see no merit in this Appeal and same is dismissed with no\norder as to costs.\n65\nWe therefore are of the view that the Ld. AR has placed reliance on a\ncase law where the facts are materially different than that of instant case\nin hand.\n6.47 We have also perused the judgment of Hon'ble Calcutta High Court\nin case of CIT Vs. Carbo Industrial Holding Ltd. reported in (2000) 244 ITR\n422 (Cal) (page 63,64,65 & 66 of Paper Book Volume II) wherein too the\nfacts are different from the facts of the present case. The core issue\ntherein was that the broker had not appeared despite summons and it\nwas held that mere non appearance by broker would not disentitle the\nassessee from claim of loss hence this case is distinguishable from the facts\nof the present case.\n6.48 The assessee has placed reliance on the following case law in\nsequence:\n(i) ITO 1(3) Vs. Smt. Renu Aggarwal (ITA No. 204/LKW/2020 for A.Y 2014-\n15)(page 244 to 268 of Vol

3. Paper Book). We notice that the Hon'ble ITAT\nSMC Lucknow Bench was examining the issue whether the sale of shares\nwas a natural phenomena or was an arrangement of dubious design of\nproviding accommodation entry of LTCG. The entire set of facts therein\nand material evidences are of different type than the peculiar facts and\ncircumstances of the present case. This judgment further traveled to\nHon'ble Allahabad High Court in ITA No. 44 of 2022 (page 243 of Vol 3\nPaper Book) wherein following is recorded :\nThe above findings recorded by Id. CIT(A) are quite exhaustive whereby he has\ndiscussed the basis on which the Assessing Officer had made the additions. While\nallowing relief to the assessee, the Id. CIT(A) has specifically held that there is no\nadverse comment in the form of general and specific statement by the Pr. Officer\nof stock exchange or by the company whose shares were involved in these\ntransactions and he held that Assessing Officer only quoted facts pertaining to\nvarious completely unrelated persons whose statement were recorded and on\nthe basis of unfounded presumptions. He further held that the name of the\nappellants were neither quoted by any of such persons nor any material relating\nto the assessee was found at any place where investigation was done by the\ninvestigation Wing. The Id. CIT(A) relying on various orders of Lucknow Benches\nand other Benches has allowed relief to the assessee by placing reliance on the\nevidences filed by the assessee before Assessing Officer. I do not find any\nadversity in the order of Id. CIT(A) specifically keeping in view the fact that\nLucknow Benches in a number of cases after relying on the judgment of Hon'ble\nDelhi High Court in case of Krishna Devi and others had allowed relief to various\nassessee.\n67\nBasis above, the Hon'ble High Court held that no substantial question of\nlaw arises. In the present case it is clearly held by the authorties below that\nthe investigation was targeted against those who had rigged the prices of\nthe scrip, the Directors and Chairman and Managing Director of the scrip\n/ company “NCL Research & Financial Services Ltd.”, Manish Baid and his\nAssociates etc. It was pan India phenomena. The beneficiaries like\nassessee who claimed the benefit of LTCG were not entitled in law for the\nsame, upon deeper and indepth examination of document of transfer of\ncapital assets which noticed a significant factor that the scrip of “NCL\nResearch & Financial Services Ltd.” was a penny stock which was rigged\nupon by the operators Manish Baid and his Associates who acted in\ncollusion and in connivance with Directors and Chairman and Managing\nDirector of “NCL Research & Financial Services Ltd.” who converted large\namount of black money by giving accommodation entry to several\nplayers in the market on pan India basis of “NCL Research & Financial\nServices Ltd.” which had a very weak financial fundamentals to\ncommand such a high price. The financial fundamentals and other\nfundamental factors of the scrip, background of the promoters of the\nscrip, the corporate history and performance of the scrip / company were\nunraveled and Revenue realized that the exchequer was defrauded by\nway of LTCG exemption. The transfer of transaction of capital assets when\nopened must meet the basic parameters of high price due to strong\nfundamentals including financials, dividend history of the scrip, bonus, the\nperformance of the scrip as a 'corporate entity' in terms of profitability,\nmarket sentiments etc as discussed above in preceding paragraphs. We\ntherefore hold that the facts and circumstances of the present case are\nvery peculiar where the Revenue has gone behind the transaction of\ncapital assets to know the real picture of sudden volatility in the prices of\nthe scrip. The present case is therefore required to be adjudge and\nadjudicated on the given set of facts and evidence. Many authorities\nhave been given in the paper book and we have perused all of them\nminutely and we are of the considered opinion that in each and every\ncase facts and circumstances are different. We do not intend to load our\npresent decision more and more on this limited aspect that facts of each\ncase are always different alongwith the evidences and that each\njudgement decides a set of given facts which cannot be blindly applied\nto other cases which look similar. In order to apply the precedent law of\nbinding nature facts should be identical / parimateria and broad\nproposition of law laid down. We also observe that in paper book Vol-4 no\ndocuments of transfer of capital assets stricto senso like contract note of\nbroker for buy of 7000 shares and so also contract note for sale of 7000\nshares are placed on record. It is a mandatory document in law dealing\nwith securities transaction. There is no invoice / bill of the broker either of\nbuy or sale on record. We also do not notice the detailed D'mat statement\nof depository / depository participant showing credit and debit of 7000\nshares of \"NCL Research & Financial Services Ltd.\" of beneficial owner.\n7.\nIn the premises impugned order is sustained and appeal of the\nAssessee is dismissed.\n68\n8. In the result appeal of the assessee is dismissed.\nOrder pronounced in the open Court on 15/01/2025.\nSd/-\nविक्रम सिंह यादव\n(VIKRAM SINGH YADAV)\nलेखा सदस्य / ACCOUNTANT MEMBER\nSd/-\nपरेश म. जोशी\n(PARESH M. JOSHI)\nन्यायिक सदस्य / JUDICIAL MEMBER\nAG\nआदेशकीप्रतिलिपिअग्रेषित/