No income tax for son who sold late mother's flat for Rs 1.45 crore to buy seven houses; how a minor language error helped him Bombay High Court

Economic Times

08-08-2025

ET Online No income tax for son who sold late mother's Mumbai house for Rs 1.45 crore: Bombay High Court order; Here's what happened Mr Nagpal was just a minor when his mother passed away in 1990 in Mumbai, leaving him her house property in her will. In 1993, his legal guardian sold that house for Rs 1.45 crore to a builder. Then in 1995, Nagpal's guardian, acting on his behalf, made a deal with a builder in Pune to buy several house units for the same Rs 1.45 crore payment.
Initially, the agreement of sale was for five house units, but later it changed to seven for the same Rs 1.45 crore. So, Nagpal used the entire Rs 1.45 crore to buy these 7 house units. After factoring in inflation (indexation), his long term capital gain (LTCG) was Rs 1.08 crore, and he claimed the Section 54 LTCG tax exemption for the entire amount.
For the uninitiated, Section 54 allows individual taxpayers to claim a full tax exemption on long term capital gains (LTCG) from selling residential house property/ land investing those gains into another residential property in India within a specified time period. Everything was going smoothly, until the tax department decided to search Nagpal's place under Section 132(1) and subsequently sent him a tax notice under Section 158BC in 1996. Shortly after, in 1997, the Deputy Commissioner passed an assessment order disallowing the deduction under Section 54 for the capital gain from the sale of his late mother's flat in Mumbai .
Because of this order, Nagpal was now liable to pay income tax on the entire Rs 1.08 crore LTCG from the property sale. So he contested this order initially in ITAT Pune and later in the Bombay High Court. Before this fight reached the Bombay High Court on October 29, 2004, Nagpal submitted an appeal to the Income Tax Appellate Tribunal (ITAT) Pune, which delivered its ruling on March 7, 2003. The Bombay High Court analytically interpreted Section 54 and referenced two legal precedents set by the Karnataka High Court and the Madras High Court regarding Section 54, ultimately ruling in Nagpal's favour on July 22, 2025. The Bombay High Court said (extract): 'In the result, the order passed by the Assessing Officer and the ITAT, to the extent of deprivation of benefit of exemption under Section 54 (1) is hereby quashed and set aside and the Assessee (Nagpal) is held entitled to the benefit of exemption under provisions of Section 54(1) against the entire capital gains of Rs 1,08,30,625 (1.08 crore) arising out of sale of his flat in Mumbai, on account of utilization thereof towards purchase of seven row houses in Pune.' For 29 years, starting from 1996, Nagpal battles on and finally triumphed in the Bombay High Court. Read the story to find out how Nagpal won and the legal reasons behind it. How did this case start? According to Bombay High Court judgement dated July 22, 2025, here's the timeline of events: December 23, 1988: Nagpal's mother executed a will giving her Mumbai flat to him.
Nagpal's mother executed a will giving her Mumbai flat to him. August 30, 1990: Nagpal's mother died and a legal guardian was appointed for Nagpal since he was still a minor.
Nagpal's mother died and a legal guardian was appointed for Nagpal since he was still a minor. September 8, 1993: Nagpal's legal guardian entered into an agreement of sale for the Mumbai flat for Rs 1.45 crore.
Nagpal's legal guardian entered into an agreement of sale for the Mumbai flat for Rs 1.45 crore. February 1994: Nagpal's guardian got the 'No Objection Certificate" from the Income Tax Department for sale of the flat.
Nagpal's guardian got the 'No Objection Certificate" from the Income Tax Department for sale of the flat. June 20, 1995: Nagpal's guardian on his behalf entered into a joint venture agreement with Samant Estate Private Limited for construction of a residential house in their project situated at Pune. Under this agreement, Nagpal was set to get five flats in return for the money paid (Rs 1.45 crore).
Nagpal's guardian on his behalf entered into a joint venture agreement with Samant Estate Private Limited for construction of a residential house in their project situated at Pune. Under this agreement, Nagpal was set to get five flats in return for the money paid (Rs 1.45 crore). July 28, 1995: Nagpal's legal guardian cancelled the old agreement and created a fresh agreement with the builder for allotment of seven flats in return for the Rs 1.45 crore paid.
Nagpal's legal guardian cancelled the old agreement and created a fresh agreement with the builder for allotment of seven flats in return for the Rs 1.45 crore paid. June 19, 1996: The Income Tax Department initiated proceedings of search under Section 132 (1) of the Income Tax Act, 1961 against Nagpal.
The Income Tax Department initiated proceedings of search under Section 132 (1) of the Income Tax Act, 1961 against Nagpal. September 13, 1996: Nagpal got an income tax notice under Section 158BC.
Nagpal got an income tax notice under Section 158BC. April 22, 1997: Nagpal's guardian filed an ITR for the block period (1987-88 to 1996-97) declaring his income as Rs 13 lakh (13,41,350).
Nagpal's guardian filed an ITR for the block period (1987-88 to 1996-97) declaring his income as Rs 13 lakh (13,41,350). July 21, 1997: Nagpal filed a revised ITR for the said block period and updated his income to Rs 51 lakh (51,20,990).
Nagpal filed a revised ITR for the said block period and updated his income to Rs 51 lakh (51,20,990). June 27, 1997: The Deputy Commissioner of Income Tax, Special Range-3 Pune passed an assessment order disallowing the deduction under Section 54 against capital gain of Rs 1.08 crore arising out of Nagpal's flat at Mumbai for assessment year 1995-96. Substantial question of law regarding Section 54 which Bombay High Court said it will answer According to Bombay High Court judgement dated July 22, 2025, here's what Justice Sandeep V. Marne said: 'On the facts and in the circumstances of the case, whether the Appellant is entitled for availing deduction under Section 54 of the Income Tax Act, 1961 against the entire capital gain arising out of sale of his flat in Mumbai in as much as he has invested the sale proceeds from the sale of his flat at Mumbai by joint venture agreement with Samant Estate Pvt. Ltd. for acquisition/construction of the 7 row houses in their project at Pune?. The solitary issue that arises for consideration in this appeal is whether Section 54(1) of the Act allows the Assessee to set off the purchase cost of more than one residential unit against the capital gains earned from sale of a single residential house.'
Also read: Wife pays no income tax after selling two houses for Rs 6 crore gifted by her husband, wins case in ITAT Mumbai; here's how it happened What did the Bombay High Court say about Section 54 prior to the 2014 amendment? In Budget 2014, the then Finance Minister late Arun Jaitley amended the provisions of Section 54 from 'A' house property to 'One' house property, meaning that taxpayers can get LTCG exemption for only one house.According to the Bombay High Court judgement dated July 22, 2025, here's what Justice Sandeep V. Marne said: 'For the purpose of the present appeal, what is relevant is replacement of the expression 'a residential house' by the expression 'one residential house' by way of 2014 amendment. Prior to the 2014 amendment, capital gains arising from transfer of a long term capital asset, including a residential house, qualified for exemption if the same was invested for purchase or construction of 'a residential house'.'
'The department has disallowed the claim of the Assessee for adjustment of the entire capital gain arising of sale of the flat in Mumbai, on the ground that the Assessee has purchased seven row houses in project at Pune.'
'According to the department, exemption under Section 54 (1) of the Act is applicable only in respect of investment made in purchase of only one residential house and is not permissible for the purchase of multiple residential houses. The ITAT has accordingly granted the benefit of Section 54(1) of the Act in respect of one of the seven row houses purchased by the Assessee.'
'In our view, the amendment brought in by Finance (No.2) Act 2014 makes the position clear that after the amendment, the capital gains can be adjusted against purchase of only 'one' residential house.'
'The word 'a' is consciously replaced by the legislature by the word 'one' by way of amendment making the intention clear that after the amendment, it is impermissible to adjust the capital gains arising out of one house towards purchase of more than one houses. If the restriction of adjustment of capital gains against only one house was already there in the unamended Section 54(1), there was no necessity of amendment by specifically using the word 'one'.'
Bombay High Court final judgement: Nagpal gets full LTCG exemption for seven homes Justice Sandeep V. Marne, Bombay High Court said:
'…The position appears to be fairly well settled that use of the words 'a residential house' in unamended Section 54 (1) of the Act would not mean a single residential house and the contemplated even multiple residential houses.'
'The emphasis in the unamended Section 54 (1) of the Act is on the residential nature of the property and the objective was never to restrict the number of residential houses purchased against capital gains. The words 'a residential house' were merely descriptive nature of the assets sold/purchased and not restrictive of the number of assets sold or purchased. The position got modified by the Legislature only w.e.f. 01 April 2015.'
'...Also of relevance is the fact that the provisions of Section 54(1) of the Act are beneficial in nature. The benevolent provision is aimed at encouraging the house purchase activities. It therefore needs to be read literally and reasonably. Therefore, even though two interpretations of the provisions of unamended Section 54(1) of the Act may be possible, the one in favour of the Assessee will have to be accepted. Reliance in this regard by Mr. Thakkar on Apex Court judgment in Mavilayi Service Coop Bank Ltd. (supra) is apposite.' Judgement: 'In view of the foregoing analysis, the Appeal is allowed. The substantial question of law formulated by this Court is answered in favour of the Assessee and against the Revenue. In the result, the order passed by the Assessing Officer and the ITAT, to the extent of deprivation of benefit of exemption under Section 54 (1) is hereby quashed and set aside and the Assessee is held entitled to the benefit of exemption under provisions of Section 54(1) against the entire capital gains of Rs 1,08,30,625 arising out of sale of his flat in Mumbai, on account of utilization thereof towards purchase of seven row houses in Pune.' What did Section 54 say prior to the 2014 amendment? Section 54: Profit on sale of property used for residence. '(1) Subject to the provisions of sub-section (2), where, in the case of an assessee being an individual or a Hindu undivided family, the capital gain arises from the transfer of a long-term capital asset, being buildings or lands appurtenant thereto, and being a residential house, the income of which is chargeable under the head Income from house property (hereafter in this section referred to as the original asset), and the assessee has within a period of one year before or two years after the date on which the transfer took place purchased, or has within a period of three years after that date constructed a residential house, then, instead of the capital gain being charged to income-tax as income of the previous year in which the transfer took place, it shall be dealt with in accordance with the following provisions of this section, that is to say,." What does Section 54 say for AY 2025-26? Chartered Accountat (Dr.) Suresh Surana, says: "As applicable to Assessment Year 2025–26, Section 54 of the IT Act provides for exemption from long-term capital gains arising from the transfer of a residential house property, where the assessee, being an individual or a Hindu Undivided Family, invests the capital gains in the purchase or construction of one residential house situated in India. After the amendment made by the Finance (No. 2) Act, 2014, the scope of the exemption has been expressly restricted to a single residential unit located in India, replacing the earlier expression 'a residential house.'
"Further, with effect from Assessment Year 2024–25, a monetary cap has been introduced, whereby the exemption shall be limited to the cost of the new residential house up to Rs. 10 crore. Any investment in excess of Rs. 10 crore shall be disregarded for the purpose of computing the exemption under this section." Legal precedents of other High Courts referred by Bombay High Court Justice Sandeep V. Marne, Bombay High Court said:
'Considering the overall conspectus of the case, we are of the view that the issue involved in the present case is squarely covered by the judgments of Karnataka High Court in Arun K. Thiagarajan (supra) and of Madras High Court in Tilokchand & Sons. We are in respectful agreement with the view expressed therein that the expression 'a residential house' in unamended Section 54(1) of the Act includes more than one residential house.'
'On the other hand, the issue involved in the present case appears to be squarely covered by the judgment of the Karnataka High Court in Arun K. Thiagarajan (supra), authored by one of us (The Chief Justice)...The Karnataka High Court took into consideration ratio of the Division Bench judgment of Madras High Court in Trilokchand & Sons (supra), in which a similar issue was involved…'
"…The Madras High Court in Tilokchand & Sons (supra) has held that the word 'a' used in Section 54, prior to the amendment and substitution by the word 'one' with effect from April 1, 2015, itself means that there was provision in the unamended Section 54 to include plural units of residential houses, which is a reason why the amendment was necessary. The Madras High Court has also held that even if the multiple houses are purchased bearing different addresses, the same did not make any difference, so long as the same Assessee has purchased the same out of sale consideration of the sold house. ' What is the significance of this judgement for taxpayers? ET Wealth Online spoke to many experts about what might be the significance of this judgement for taxpayers. Here's what they said:
Chartered Accountant Ashish Karundia, says: "The Court highlighted the significance of the prefix 'a' in the statutory language, underscoring that precise legislative drafting has far-reaching implications for taxpayer rights and legal interpretation. This view is consistent with rulings from other Courts, reflecting a judicial consensus. To reduce disputes and support the government's goal of promoting tax certainty and ease of doing business, the tax department may consider releasing a circular to clarify the position for earlier years."
Chartered Accountat (Dr.) Suresh Surana, says: The Court reasoned that if the legislative intent had always been to restrict the exemption to investment in a single residential house, there would have been no necessity to amend the statutory language. The deliberate replacement of the word 'a' with 'one' signified a conscious shift in the provision, thereby altering it's scope with effect only from Assessment Year 2015–16. Accordingly, the High Court concluded that prior to the 2014 amendment, the term 'a residential house' did not impose a quantitative restriction on the number of residential properties eligible for exemption. The amendment was therefore held to be prospective in nature and not clarificatory, preserving the availability of exemption for investments in multiple residential houses during the pre-amendment period. Thus, it was held that the investment of capital gains in multiple residential units could still qualify for exemption under Section 54, provided the properties were residential in nature and acquired within the prescribed timeline.
Mihir Tanna, associate director, S.K Patodia LLP says:
'Taxpayer can claim exemption against the long term capital gain (LTCG) by acquiring house property (i.e. to invest gain amount in acquiring new property - if it is earned from transfer of house property and to invest consideration in acquiring new property - if it is earned from transfer of other long term assets)
Till FY 2013-14, there was litigation. Language of provisions was such that one view arises that by investing in two house properties also, exemption can be claimed and the same was even allowed by some high courts. However, the legislature was of the view that beneficial provision was created with the aim of investment in one residential property and accordingly, from FY 2014-15 section was amended.
Recently, a matter of FY 1994-95 came before Bombay High Court as discussed in this article, wherein the Bombay High Court following the Judgments of other high courts allowed the benefit exemption for investing in 7 row houses. It was held that unamended provision is on the residential nature of the property and the objective was never to restrict the number of residential houses purchased against capital gains.
The above discussed judgment will not have an impact on current transactions as provisions are amended so as to provide that the relief is available if the investment is made in one residential house situated in India.' Nilesh Modi (B.Com, ACA, LLB), says: 'This case proves that, in tax law, even a single alphabet - like 'a' - can decide the fate of a case. It's a reminder that precision in drafting of tax legislation can help in avoiding interpretational disputes and in promoting tax certainty. Encouragingly, the Government is working towards simplifying the income-tax law and is also plugging 'drafting lacunae'. Hopefully, this will lead to much fewer income-tax disputes - which augurs well for an investor-friendly business climate.'
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