1978 (7) TMI 69 - HC - Income Tax

Summary

Issues:
1. Computation of capital loss in respect of shares of Scindia Steam Navigation Co. Ltd.
2. Determination of capital gains and profits under section 41(2) in respect of the sale of machinery.

Analysis:
The judgment by the High Court of Bombay involved a reference under section 256(1) of the Income Tax Act, 1961, addressing two key questions. Firstly, regarding the computation of the cost allowable to the assessee in computing the capital loss concerning 22,500 shares of Scindia Steam Navigation Co. Ltd. The case involved the amalgamation of two private limited companies into one entity, where the transferor-company's shares in Scindia were transferred to the transferee-company. The dispute arose over the cost basis of these shares following amendments and bonus issues. The Income Tax Officer (ITO) and the Appellate Authority Commission (AAC) contended that certain amounts should be excluded from the cost calculation, reducing the capital loss claimed by the assessee.

The Tribunal, however, accepted the assessee's argument that the cost to the transferee-company should be based on the amount at which the shares were taken over during the amalgamation, as reflected in the scheme of amalgamation approved by the High Court. The Tribunal upheld the higher cost shown in the books of the transferor-company post-resolutions in 1954, rejecting the ITO's reduction of the capital loss by a specific amount. Concerning bonus shares issued in 1958, the Tribunal sided with the ITO and AAC. The High Court concurred with the Tribunal's interpretation, emphasizing the legal significance of the amalgamation process and the transfer of assets to the transferee-company at book values.

Secondly, the judgment addressed the determination of capital gains and profits under section 41(2) in relation to the sale of machinery that was also part of the transferor-company's assets. The assessee argued that the actual cost to the transferee-company should be considered for calculating capital gains and profits, similar to the approach taken for the Scindia shares. The ITO and AAC disagreed, providing lower figures for capital gains and profits. The Tribunal, aligning with its decision on the Scindia shares, upheld the assessee's contention regarding the machinery's cost basis.

Ultimately, the High Court affirmed the Tribunal's conclusions, stating that the book value of the Scindia shares and the machinery, which were considered in the scheme of amalgamation, represented the actual cost to the transferee-company. Consequently, the High Court answered both questions in favor of the assessee, directing the Commissioner to pay the costs of the reference.