2005 (9) TMI 79 - SC - Income Tax

Whether the reserve of Rs. 1,43,89,055 is a reserve brought into existence by creating or increasing any book asset or not? Held that - The Division Bench, in our view, has grossly erred in stating that the appellant had obviously received benefits in the computation of income-tax on account of assets taken over by the appellant from other tea companies and that, therefore, the reserve in question could not be treated as a component of the capital for the purposes of surtax assessment. Such a new case was neither advanced by the Revenue before the High Court, nor could such a case at all be considered by the High Court inasmuch as it did not at all arise out of the order by the Appellate Tribunal. The provisions of the Business (Profits) Tax Act, 1947 which were interpreted by this court in Standard Vacuum Oil Co. 1965 (10) TMI 24 - SUPREME Court are virtually identical to the provisions of the Companies (Profits) Surtax Act, 1964, and since the said judgment directly and squarely covered the instant case, in our opinion, the High Court has committed a patent error in completely disregarding the judgment of this court in Standard Vacuum Oil Co. and in reversing the well considered order of the Appellate Tribunal which has decided the matter in favour of the appellant and as a consequence of the impugned order of the High Court, the huge tax liability was created on the appellant without any warrant or justification whatsoever. In favour of assessee. No hesitation to set aside the order passed by the High Court impugned in these appeals and restore the order passed by the Tribunal.

Summary

Issues Involved:
1. Interpretation of Explanation 1 to rule 2 of the Second Schedule to the Companies (Profits) Surtax Act, 1964.
2. Applicability of Explanation 1 to the present case.
3. Relevance of the judgment in CIT v. Standard Vacuum Oil Co. [1966] 59 ITR 685 (SC).

Issue-wise Detailed Analysis:

1. Interpretation of Explanation 1 to rule 2 of the Second Schedule to the Companies (Profits) Surtax Act, 1964:
The core issue revolves around the interpretation of Explanation 1 to rule 2 of the Second Schedule to the Companies (Profits) Surtax Act, 1964. The Explanation states, "A paid-up share capital or reserve brought into existence by creating or increasing (by revaluation or otherwise) any book asset is not capital for computing the capital of a company for the purposes of this Act." The High Court interpreted this Explanation to mean that the reserve in question was brought into existence due to a valuation process, thus falling under the purview of the Explanation. However, the appellant argued that the reserve was not created by revaluation of book assets but was a result of statutory requirements following the Reserve Bank of India's directions.

2. Applicability of Explanation 1 to the present case:
The appellant contended that Explanation 1 does not apply since the assets taken over were real and tangible, not book assets. The Income-tax Appellate Tribunal supported this view, stating that the reserve was not brought into existence by creating or increasing the value of any book asset. The Tribunal noted that the assets were incorporated at their book values, and the reserve arose because the consideration paid was less than the net worth of the assets. The High Court, however, overlooked this finding and concluded that the reserve was hit by Explanation 1.

3. Relevance of the judgment in CIT v. Standard Vacuum Oil Co. [1966] 59 ITR 685 (SC):
The appellant argued that the case was directly covered by the Supreme Court judgment in CIT v. Standard Vacuum Oil Co. [1966] 59 ITR 685. In that case, the court held that the difference between the assets received and the par value of shares issued cannot be called a book asset brought into existence by revaluation. The assets were real and tangible. The High Court did not consider this judgment, which the appellant argued was a significant oversight. The Tribunal had relied on this judgment to decide in favor of the appellant, but the High Court reversed this decision without addressing the precedent.

Conclusion:
The Supreme Court found that the High Court misinterpreted Explanation 1 to rule 2 and failed to consider the relevant precedent. The High Court's conclusion that the reserve was created by revaluation was incorrect, as the assets were real and tangible, and the reserve arose due to statutory requirements. The Supreme Court set aside the High Court's order and restored the Tribunal's decision, which had correctly included the reserve in the appellant's capital for surtax purposes. The appeals were allowed, and no costs were awarded.