2016 (11) TMI 447 - AT - Income Tax

Nature of receipt of Penal interest - additional consideration for the delay in the open offer as per the SEBI Regulations - whether had to be taxed as interest income or capital gain - Held that - In the case in hand the interest is received in pursuance to the directions of the SEBI and due to delay in completion of the process of buy back of shares as prescribed under the SEBI regulations. The real acquisition of shares took place only in the month of November 2001 and prior to the said date it cannot be said that the interest was paid due to delay in the payment of consideration. Therefore, we held that the additional amount received by the assessee being 15% interest from 8.8.2000 to 22.11.2001 is part of sale consideration and accordingly will be treated as part of capital gain and not the income from interest.

Issues Involved:
1. Taxability of additional consideration received by the assessee.
2. Classification of the additional consideration as interest income or part of the sale consideration.
3. Applicability of the provisions of section 115AD of the Income Tax Act.
4. Debtor/Creditor relationship between the assessee and Oracle.
5. Reopening of assessment.

Issue-wise Detailed Analysis:

1. Taxability of Additional Consideration Received by the Assessee:
The primary issue was whether the additional consideration of ?2.20 crores received by the assessee due to the delay in the open offer by Oracle Global (Mauritius) Ltd. should be taxable. The Assessing Officer (AO) treated this amount as penal interest and taxed it as interest income. The First Appellate Authority (FAA) upheld the AO's decision, considering the additional consideration as interest income.

2. Classification of the Additional Consideration:
The Tribunal examined whether the additional consideration was part of the sale consideration or should be classified as interest income. The assessee argued that the additional consideration was not received for any monies borrowed or for the use of money by Oracle, and there was no debtor/creditor relationship between the assessee and Oracle. It was contended that the additional consideration was an integral part of the sales receipts of shares and not interest income. The Tribunal found that the additional consideration was due to the delay in the open offer and was part of the total consideration for the shares. It was not penal interest or interest for late payment of consideration by Oracle. Hence, it could not be segregated under the heads 'original sale consideration' and 'penal interest received from Oracle'.

3. Applicability of the Provisions of Section 115AD:
The assessee argued that the AO erred in not taxing the additional consideration in accordance with the provisions of section 115AD of the Act, which should have applied a tax rate of 20.91% instead of 41.82%. The Tribunal did not specifically address this issue as it decided the primary issue in favor of the assessee, treating the additional consideration as part of the sale consideration and not as interest income.

4. Debtor/Creditor Relationship:
The Tribunal found no debtor/creditor relationship between the assessee and Oracle. The assessee owned shares of I-flex and sold them in response to Oracle's open offer, which was a business transaction approved by SEBI. The assessee did not advance any sum to Oracle or receive any interest for delayed repayment of the principal amount. Therefore, the additional consideration received was not penal interest but part of the original consideration.

5. Reopening of Assessment:
The technical issue of reopening the assessment was not adjudicated by the Tribunal as the matter was decided in favor of the assessee on merits. The Tribunal allowed the appeal filed by the assessee, and the additional consideration received from Oracle was not taxable as interest income.

Conclusion:
The appeal filed by the assessee was allowed, and the additional consideration received from Oracle was treated as part of the original sale consideration and not as interest income. The Tribunal's decision was based on the facts that there was no debtor/creditor relationship, and the additional consideration was due to the delay in the open offer, which was a business decision approved by SEBI. The provisions of section 115AD and the issue of reopening the assessment were not specifically addressed as the primary issue was decided in favor of the assessee.

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