The bone of contention in this appeal is whether the said deed of covenant can be said to contain a restrictive covenant as a result of which payment is made to the appellant, or whether it is in fact part of a sham transaction which, in the guise of being a separate deed of covenant, is really in the nature of payment received by the appellant as compensation for terminating his management of CDBL, in which case it would be taxable under s. 28(ii)(a) of the IT Act, 1961.