2012 (12) TMI 1127 - AT - Income Tax

Business income OR income from other sources - Held that - Such activities and the agreements entered which ensured that effective management of M/s Ma Foi remained with them would show that these were part of an organized and well thought out plan to get more value for their investments. There was no loss of source of income for the assessee by virtue of 1 Million Euro received from M/s Randstad. In such a situation, in our opinion, A.O. was justified in considering the receipt to be from an adventure in the nature of business. View taken by the ld. CIT(A) that if not business income it will be income from other sources is also, in our view, justified. Once it is not a capital receipt, then the income has to be taxed under one or other head of income provided under Section 14 of the Act. Money received was not for any breach of agreement. We are, therefore, of the opinion that the amount was rightly taxed as revenue receipts. No interference with the orders of the lower authorities are called for.

Issues Involved:
1. Nature of the compensation received by the assessees.
2. Classification of the compensation as capital or revenue receipt.
3. Taxability of the compensation under the Income-tax Act, 1961.

Issue-wise Detailed Analysis:

1. Nature of the compensation received by the assessees:
The assessees, promoter shareholders of M/s Ma Foi Management Consultants Ltd., entered into a strategic alliance with Vedior NV, selling 82.48% of their shares. The agreement included special voting rights and pre-emptive rights for the assessees to re-acquire shares if Vedior NV wished to sell them. Vedior NV was later taken over by Randstad, leading to a legal notice from the assessees claiming breach of their pre-emptive rights. A settlement was reached where Randstad compensated the assessees with one Million Euro to withdraw the legal notice. The assessees did not declare this amount as income in their returns, claiming it was a capital receipt for relinquishing their right to sue for breach of contract.

2. Classification of the compensation as capital or revenue receipt:
The Assessing Officer (A.O.) disagreed with the assessees' classification, arguing that relinquishing a right to sue for damages was not a transfer of capital asset but a personal right, making the compensation a revenue receipt. The A.O. cited Section 28(va) of the Income-tax Act, 1961, to classify the amount as "Income from business," as it was received for agreeing not to carry out an activity related to the assessees' business. The Commissioner of Income Tax (Appeals) [CIT(A)] upheld this view, noting that the compensation was linked to a "success sharing bonus" and not for relinquishing a right to sue. The CIT(A) concluded that the receipt was taxable under "income from other sources" if not under business income.

3. Taxability of the compensation under the Income-tax Act, 1961:
The Tribunal examined the share purchase agreement and the settlement letter. It found that the pre-emptive right to purchase shares was only applicable if Vedior NV contemplated selling its shares in Ma Foi to a third party, which did not happen. The Tribunal noted that the compensation was part of a success sharing bonus agreement with Randstad, not directly linked to the pre-emptive purchase right. The Tribunal concluded that the compensation was not for relinquishing a capital asset but was part of an organized plan to enhance the value of the assessees' investments. Therefore, the compensation was rightly taxed as revenue receipt, either as business income or income from other sources.

Conclusion:
The Tribunal dismissed the appeals, affirming the lower authorities' decisions to classify the compensation as revenue receipt and taxable under the Income-tax Act, 1961. The Tribunal emphasized that the compensation was not for a breach of agreement but part of a business strategy, justifying its classification as revenue income.

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