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Transaction Value and the Sole Consideration Test

Section 15(1) accepts the invoice price only if two conditions hold. Fail either and you leave the transaction value behind for the valuation rules.

Vikas Sharma Tax & Compliance Expert
5 min read 6 views Updated Sep 6, 2026 Expert Reviewed Medium Complexity
Transaction Value and the Sole Consideration Test
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Last updated: September 2026Verified against: Government sources
Quick Answer

Section 15(1) accepts the invoice price only if two conditions hold. Fail either and you leave the transaction value behind for the valuation rules.

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Section 15(1) looks permissive: the value of a supply is the transaction value — the price actually paid or payable.

Read to the end of the sub-section and it is conditional:

"...where the supplier and the recipient of the supply are not related and the price is the sole consideration for the supply."

Two conditions. Fail either and the transaction value is not available, and s.15(4) sends you to the valuation rules.

Condition one: not related

The Explanation to s.15 defines related persons: officers or directors of one another's businesses, legally recognised partners, employer and employee, a person holding 25% or more of the voting stock of both, one controlling the other, both controlled by a third, together controlling a third, or members of the same family. And persons associated in the business of one another where one is the sole agent, sole distributor or sole concessionaire of the other are deemed to be related.

Where the parties are related, Rule 28 applies — open market value, then like kind and quality, then Rule 30 or 31 — subject to the two provisos, including the full-credit deeming. Supplies to related persons and Rule 28 →

The sole-distributor limb is the one businesses miss. An exclusive distribution agreement can make an otherwise arm's-length counterparty a related person for valuation.

Condition two: price is the sole consideration

"Consideration" under s.2(31) includes payment in money or otherwise and the monetary value of any act or forbearance. So the price is not the sole consideration wherever the supplier receives anything else of value.

Common cases:

  • Barter or exchange — goods or services flow back. Barter and non-monetary consideration →
  • Free-issue materials supplied by the recipient, where the supplier was contractually obliged to procure them.
  • A trade-in accepted against part of the price.
  • An obligation of the supplier discharged by the recipient — caught separately by s.15(2)(b).
  • A subsidy directly linked to the price paid by a third party — caught by s.15(2)(e), other than Central and State Government subsidies.

Where the price is not the sole consideration, Rule 27 applies: open market value, then money plus the money-equivalent of the non-monetary consideration if known, then like kind and quality, then Rule 30 or 31.

What is not a condition

This is where GST differs sharply from customs valuation intuition.

The price need not be reasonable. A low price between unrelated parties paid wholly in money is the transaction value, however uncommercial it looks.

The price need not cover cost. Selling below cost is not a ground to reject the transaction value.

There is no "undervaluation" power in s.15(1). The proper officer cannot substitute a higher figure merely because the price seems low. The route to a different value is to establish that one of the two conditions fails.

That is a real protection, and it is worth invoking precisely. A notice alleging undervaluation without identifying a relationship or additional consideration has not engaged s.15 at all.

The structure of section 15

Sub-sectionWhat it does
15(1)Transaction value, subject to the two conditions
15(2)Five mandatory inclusions — other taxes, supplier's liability borne by recipient, incidental expenses, delayed-payment interest, subsidies linked to price
15(3)Discounts excluded — pre-supply recorded in invoice, and post-supply meeting the conditions
15(4)Where value cannot be determined under 15(1), as prescribed — Rules 27 to 31
15(5)Notified supplies valued as prescribed — Rule 32
ExplanationDefinitions of related persons

Note the order. s.15(2) and 15(3) apply even where the transaction value is accepted. They are not fallbacks; they operate on the transaction value itself.

Key takeaways

  • Transaction value requires unrelated parties and price as the sole consideration.
  • Related parties → Rule 28. Non-monetary consideration → Rule 27.
  • The sole distributor or sole agent limb deems parties related.
  • A low or below-cost price is not a ground to reject transaction value.
  • s.15(2) inclusions and s.15(3) discounts apply on top of the transaction value.
  • s.15(5) and Rule 32 override for notified supplies.

Read next

Disclaimer: Positions stated as on 5 September 2026, based on ICAI Background Material on GST, Volume I (2026 edition).

Key Facts About Transaction Value

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes the entire process end to end for you.

When does transaction value apply?

Where the supplier and recipient are not related and the price is the sole consideration for the supply.

Can the officer reject a low price?

Not simply because it is low. The officer must establish that the parties are related or that the price was not the sole consideration.

Over 90% of compliance penalties in India arise from missed due dates — timely handling can save businesses thousands of rupees each year.

— TaxClue Compliance Desk

Transaction Value: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.

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Frequently Asked Questions
When does transaction value apply?
Where the supplier and recipient are not related and the price is the sole consideration for the supply.
Can the officer reject a low price?
Not simply because it is low. The officer must establish that the parties are related or that the price was not the sole consideration.
Does an exclusive distributor count as a related person?
Yes. Persons associated in the business of one another where one is the sole agent, sole distributor or sole concessionaire of the other are deemed to be related.
What happens if the price is not the sole consideration?
Rule 27 applies — open market value, then money plus the money equivalent of the non-monetary consideration, then like kind and quality, then Rule 30 or 31.
Do the section 15(2) inclusions apply where transaction value is accepted?
Yes. They operate on the transaction value; they are not an alternative to it.
Is selling below cost a valuation problem?
No, provided the parties are unrelated and the price is the sole consideration.
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Vikas Sharma VERIFIED EXPERT
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Tax & Compliance Expert
Experienced in company registration, GST, trademark, and compliance. Helping Indian businesses stay compliant.
Disclaimer: This article is for general informational purposes only and does not constitute professional tax, legal or financial advice. Laws, rates and due dates change and can vary by individual case — always verify with the relevant government source (e.g. mca.gov.in, incometax.gov.in) or consult a qualified professional before acting. TaxClue accepts no liability for decisions taken based on this content.

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