2006 (9) TMI 116 - SC - Income Tax

Whether the expenditure incurred in connection with the issuance of bonus shares is a capital expenditure or revenue expenditure - Whether the Tribunal was right in holding that the expenditure incurred on account of share issue is allowable expenditure - question referred, is answered in the affirmative, i.e., in favour of the assessee and against the Revenue

Summary

Issues Involved:
1. Whether the expenditure incurred in connection with the issuance of bonus shares is a capital expenditure or revenue expenditure.

Issue-wise Detailed Analysis:

1. Expenditure on Issuance of Bonus Shares: Capital or Revenue Expenditure

The primary issue in this appeal is to determine if the expenditure incurred for issuing bonus shares should be classified as capital expenditure or revenue expenditure. The High Court framed the question as: "Whether, on the facts and in the circumstances of the case and in law the Tribunal was right in holding that the expenditure incurred on account of share issue is allowable expenditure?"

Background:
The assessee, an insurance company, incurred expenses for:
- Increasing its authorized share capital.
- Issuing bonus shares.

The Assessing Officer disallowed these expenses, categorizing them as capital expenditure. The Commissioner of Income-tax (Appeals) bifurcated the expenses, disallowing those related to the increase in authorized share capital but allowing those related to the issuance of bonus shares as revenue expenditure. This decision was upheld by the Income-tax Appellate Tribunal and later by the High Court of Bombay.

Legal Conflict:
There exists a conflict of opinion among various High Courts:
- Bombay and Calcutta High Courts: Expenses for issuing bonus shares are revenue expenditure.
- Gujarat and Andhra Pradesh High Courts: Such expenses are capital expenditure.

Arguments:
- Appellant's Counsel: Argued that issuance of bonus shares increases the company's capital base, conferring an enduring benefit, thus making the expenses capital in nature. Cited judgments including Gujarat High Court's decisions in Ahmedabad Manufacturing and Calico P. Ltd. v. CIT [1986] 162 ITR 800 and Andhra Pradesh High Court in Vazir Sultan Tobacco Co. Ltd. v. CIT [1990] 184 ITR 70.
- Respondent's Counsel: Contended that issuing bonus shares is merely a reallocation of funds without inflow of fresh funds or increase in capital employed, thus should be considered revenue expenditure. Cited Supreme Court's judgment in CIT v. Dalmia Investment Co. Ltd. [1964] 52 ITR 567.

Supreme Court's Analysis:
The Supreme Court referred to its previous decision in Empire Jute Co. Ltd. v. CIT [1980] 4 SCC 25, which provided a test for distinguishing between capital and revenue expenditure. The Court emphasized that expenditure resulting in an enduring benefit is typically capital expenditure unless special circumstances suggest otherwise.

The Court noted that previous judgments cited by the appellant related to the issuance of fresh shares, which indeed expand the capital base and are capital expenditure. However, issuing bonus shares, as explained in Dalmia Investment Co. Ltd. [1964] 52 ITR 567, does not change the capital base but reallocates existing funds.

Conclusion:
The Supreme Court concluded that the issuance of bonus shares does not result in an inflow of fresh funds or an increase in the capital employed. It is merely a reallocation of the company's existing funds, leaving the capital employed unchanged. Therefore, the expenditure on issuing bonus shares should be treated as revenue expenditure.

The Court affirmed the view of the Bombay and Calcutta High Courts and rejected the contrary judgments of the Gujarat and Andhra Pradesh High Courts. The question was answered in the affirmative, in favor of the assessee and against the Revenue.