Because Section 393(2) TDS is withheld on the full sale consideration by default, NRI sellers with a genuinely small gain relative to the sale price can end up with a large share of their proceeds withheld — money that's technically recoverable, but only by filing an Indian tax return and waiting for a refund, which can take months. Applying to the assessing officer for a lower or nil TDS certificate (historically under Section 197, using Form 13) is the mechanism to correct the withholding amount upfront instead.
The trade-off
Getting the certificate takes time and requires supporting documentation of your actual cost basis and expected gain — meaning it needs to be started well before the sale closes, not requested at the closing table. It's most worth pursuing when the gap between default TDS (on full consideration) and your actual expected tax liability (on the gain) is large, and least worth it for a sale happening on a tight timeline where the refund-later route may simply be faster in practice.
A renumbering worth flagging
Under the Income-tax Act, 2025, this mechanism is renumbered — Section 197 becomes Section 395, and Form 13 becomes Form 128 — a change that affects the form name and section reference but not the underlying purpose of the certificate. Because this renumbering was surfaced via a general cross-check rather than a direct reading of the new Act's text, treat the old/new number pairing as a starting point for your own verification, not a final answer.
The Form 13 explainer on the Real Estate Capital Gains page compares your default Section 393(2) withholding against your own estimated actual tax, to give a rough sense of whether the certificate is likely worth pursuing for your sale.