1969 (2) TMI 35 - HC - Income Tax

Transaction of sale (of shares) cannot be said to be merely a conversion of one form of asset into another giving rise to capital gain - therefore Tribunal was justified in its view that the transaction was an advanture in nature of trade and the gain was charged to tax as business income

Summary

Issues:
Characterization of a transaction as an adventure in the nature of trade or capital gain.

Analysis:
The judgment addressed the issue of whether a specific transaction constituted an adventure in the nature of trade or capital gain. The transaction in question involved the purchase and subsequent sale of shares by the assessee, who was the wife of a director of a private limited company. The key question was whether the profit from this transaction should be treated as business income or capital gain. The court emphasized that determining the character of a transaction involves a mixed question of law and fact, guided by general principles derived from previous cases. The court referred to various factors, such as commercial motive, frequency of transactions, length of ownership, and the nature of the subject matter, to assess whether the transaction was a commercial deal or an investment.

The court highlighted that the presence of a commercial motive is a primary legal requisite for trade. It considered the circumstances of the transaction, including the short period between purchase and sale of shares, the significant profit made, and the anticipation of demand for shares by the managing director and his group of shareholders. These factors led the court to conclude that the transaction was more akin to an adventure in the nature of trade rather than a mere conversion of assets for capital gain. The court rejected the argument that the transaction was isolated and not driven by commercial motives, emphasizing the totality of facts and circumstances in reaching its decision.

In analyzing the case, the court focused on the nature of the subject matter, the timing of the transaction, the profit gained, and the absence of urgency for the sale of shares. It concluded that the transaction exhibited characteristics of a commercial deal rather than a capital investment. The court upheld the Tribunal's decision to treat the profit as business income, stating that the inference drawn by the Tribunal from the facts was justified in law. Consequently, the court ruled against the assessee, affirming the assessment of the profit as income from business and ordering costs to be paid.