2025 (1) TMI 1005 - AT - Income Tax

TP adjustment - benchmarking of outstanding receivables from AEs for a period over and above the agreed period of realization of sale consideration - HELD THAT - We find that outstanding receivables from AEs exceeding the agreed days as per agreement is a separate international transaction as it becomes the transaction of providing capital financing including lending of receivables which is a separate international transaction which cannot be subsumed in the normal transaction of purchase and sales or provision of services. It is an undisputed fact that allowing credit to AEs beyond the agreed days is allowing AE to retain money more than agreed time which results in AE enjoying those funds without any cost to AE. Thus it amounts to transaction of providing funds to its AE without any Charge. As the agreed terms of payment is mentioned in the agreement of services the outstanding beyond an agreed term is never the part of agreement of provision of sales or services further there is no link between the overdue outstanding receivable and the extended credit period allowed to the AE therefore it is not linked with those transactions. Hence it is a separate international transaction and therefore it should be benchmarked separately. To that extent we do not find any infirmity in the order of the ld. TPO. TPO has computed the interest of trade receivable by applying the SBI PLR of 13.27% - We do not find any invoice raised by the assessee on its AEs in Indian currency. The computation of rate of interest @ 13.27% adopted by the ld. TPO and confirmed by the ld. DRP is devoid of any merit. As per the order of the TPO himself if the invoices are raised in foreign currency the interest rate should be charged on the basis of prevailing LIBOR rate appropriate mark-up. Therefore as the ld. TPO has not charged interest adopting LIBOR rate we direct the ld. TPO to apply the LIBOR rate as the basis for computation of interest. Mark-up over and above - Generally risk involved in this type of overdue receivable is minimal. Thus it is for the assessee to show nature of risks involved. Thus Assessee is directed to show that what mark-up should be charged on LIBOR rate for benchmarking the above transaction with various risk factors involved. The ld. TPO may verify the same and then after examination apply the LIBOR after verification of invoices and determine the mark-up on the basis of various risk factors. Appeal of the assessee is allowed for statistical purposes.

1. ISSUES PRESENTED and CONSIDERED

The core legal questions considered in this judgment are:

Whether the outstanding receivables from Associated Enterprises (AEs) should be treated as a separate international transaction for the purpose of transfer pricing adjustments.
Whether the re-characterization of outstanding receivables as loans extended to AEs and the computation of notional interest on these receivables is justified.
Whether the arm's length price (ALP) adjustment method applied by the Transfer Pricing Officer (TPO) is appropriate, particularly concerning the interest rate used for benchmarking.
Whether the Appellant is entitled to a working capital adjustment, and if so, how it affects the transfer pricing adjustment.
Whether the use of the State Bank of India (SBI) Prime Lending Rate (PLR) for computing interest on outstanding receivables is appropriate when invoices are raised in foreign currency.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1: Treatment of Outstanding Receivables as a Separate International Transaction

Legal Framework and Precedents: The court considered Section 92B of the Income-tax Act, 1961, which defines international transactions and includes capital financing, such as loans and receivables.
Court's Interpretation and Reasoning: The court found that allowing credit to AEs beyond the agreed days without charge amounts to providing funds without cost, thus constituting a separate international transaction.
Key Evidence and Findings: The agreement terms and the delay in receivables indicated that the transaction was beyond the normal sale or service provision.
Application of Law to Facts: The court upheld the TPO's view that the transaction needed separate benchmarking.
Treatment of Competing Arguments: The appellant argued that the receivables were part of the main transaction, but the court found no link between the overdue receivables and the original transaction terms.
Conclusions: The court concluded that the outstanding receivables should be treated as a separate international transaction.

Issue 2: Re-characterization of Receivables and Computation of Notional Interest

Legal Framework and Precedents: The court examined the principles of arm's length pricing and the necessity for accurate characterization of transactions.
Court's Interpretation and Reasoning: The court agreed with the TPO's characterization of the receivables as loans due to the extended credit period.
Key Evidence and Findings: The delay in payment and the terms of the agreement were pivotal in this determination.
Application of Law to Facts: The court found the computation of notional interest justified, given the re-characterization.
Treatment of Competing Arguments: The appellant's contention of genuine business reasons was not sufficient to negate the re-characterization.
Conclusions: The re-characterization and computation of interest were upheld.

Issue 3: Appropriateness of the Interest Rate for Benchmarking

Legal Framework and Precedents: The court considered the use of domestic versus international interest rates for transactions involving foreign currency.
Court's Interpretation and Reasoning: The court found the use of SBI PLR inappropriate for foreign currency transactions.
Key Evidence and Findings: Invoices were raised in Euro, necessitating the use of LIBOR instead of SBI PLR.
Application of Law to Facts: The court directed the TPO to apply the LIBOR rate with an appropriate mark-up.
Treatment of Competing Arguments: The appellant successfully argued against the use of SBI PLR for foreign currency transactions.
Conclusions: The court directed the application of LIBOR for interest computation.

Issue 4: Entitlement to Working Capital Adjustment

Legal Framework and Precedents: The court analyzed the principles of working capital adjustment in transfer pricing.
Court's Interpretation and Reasoning: The court recognized the potential impact of working capital adjustments on the ALP determination.
Key Evidence and Findings: The appellant's working capital days were compared with those of comparable companies.
Application of Law to Facts: The court found that working capital adjustments could affect the need for separate benchmarking of receivables.
Treatment of Competing Arguments: The appellant's argument for working capital adjustment was considered valid.
Conclusions: The court allowed the appeal for statistical purposes, indicating a need for further examination.

3. SIGNIFICANT HOLDINGS

Verbatim Quotes of Crucial Legal Reasoning:

"Outstanding receivables from AEs exceeding the agreed days as per agreement is a separate international transaction."
"The computation of rate of interest @ 13.27% adopted by the ld. TPO and confirmed by the ld. DRP is devoid of any merit."

Core Principles Established:

Receivables beyond agreed terms can constitute a separate international transaction.
Interest rates for foreign currency transactions should be based on international benchmarks like LIBOR, not domestic rates like SBI PLR.

Final Determinations on Each Issue:

The outstanding receivables were correctly treated as a separate transaction.
The re-characterization of receivables as loans was upheld.
The use of SBI PLR was incorrect; LIBOR should be applied.
The appeal was allowed for statistical purposes, indicating further examination on working capital adjustments.

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