2011 (7) TMI 322 - HC - Income Tax

Goodwill - loss making company - the assessee purchased loss making cement plant - value of the brand name - AO viewed that 10% of the purchase price represented goodwill and on that basis he did not allow the depreciation on Rs.10.53 crores. - Held that - the authorities below held that the Assessing Officer was not justified in assigning the value towards the goodwill which was not there at all as a matter of fact - The authorities below pointed out that the finding of the Assessing Officer as without any basis and hence, the Officer was not justified in deducting 10% towards the estimated value on goodwill from the total purchase consideration for the purpose of grant of depreciation allowance to the assessee - Decided in favour of assessee.

Summary

Issues:
1. Valuation of goodwill in the acquisition of a loss-making company.
2. Consideration of problems affecting the acquired company in determining goodwill.
3. Assessment of all necessary parameters for the valuation of goodwill.

Analysis:

Issue 1: Valuation of Goodwill
The case involved the acquisition of a cement plant by the assessee from a loss-making company. The Assessing Officer initially estimated 10% of the purchase price as goodwill, disallowing depreciation on that amount. However, the First Appellate Authority noted that despite acquiring the brand name "Coromandel Cement," no value was assigned to goodwill in the assessment of the acquired company. The Commissioner of Income Tax Appeals concluded that the addition under goodwill lacked basis and should be deleted.

Issue 2: Problems Affecting the Acquired Company
The Income Tax Appellate Tribunal further examined the acquisition, highlighting that the purchase did not automatically generate income for the assessee. The Tribunal noted additional expenses required for mining rights and restructuring manufacturing plants. Considering the financial losses and operational challenges faced by the acquired company, the Tribunal concluded that there was no goodwill left for valuation, as the company was consistently loss-making and faced production issues due to electricity shortages.

Issue 3: Assessment of Parameters for Goodwill Valuation
The Tribunal's decision to set aside the Officer's estimation of 10% of the purchase price as goodwill was based on the company's financial position, lack of substantial assets beyond the trade name, and ongoing operational difficulties. The Tribunal emphasized that no grounds existed to support the Revenue's claim for goodwill valuation. The lower authorities concurred that assigning a value to goodwill in this scenario was unjustified, as the factual evidence did not support the existence of goodwill worth 10% of the purchase consideration.

In conclusion, the High Court upheld the Tribunal's decision, dismissing the Tax Case Appeal due to the absence of evidence substantiating the Revenue's claim for goodwill valuation. The judgment emphasized the importance of factual findings and material evidence in determining the existence and valuation of goodwill in the acquisition of a loss-making company.