2025 (2) TMI 243 - HC - Income Tax

Stay the recovery of tax demands - Appellant is a lossmaking company - Whether unconditional stay should be granted? - disturbing the profit and loss account when capital expenditure is debited to the profit and loss account to avoid book profit tax in a manner not permitted by the Companies Act - HELD THAT - Though some arguable issues have been raised we do not think that this is a case where the decisions relied upon by Ms Sethna concerning a strong prima facie case would be attracted and entitle the Appellant to an unconditional stay on demand. Each case would turn on its facts. The arguments based on high-pitched assessment CBDT circulars and the decisions relied upon in that regard were mainly in the context of the first appeal against the assessment order. Today the Income Tax Appellate Tribunal has decided the matter confirming the demands. The usual rule would be a deposit of the entire demanded amount. However since the rectification application is pending and Ms Sethna has urged that if the same is allowed the tax liability will be reduced to Rs. 68.91 Crores some departure can be made from this usual rule. But no case is made out for an unconditional stay. The circumstance that the Appellant is a loss-making company is based upon the balance sheet for the year ended 31 March 2024. Even accounting for the same the interest of justice would be met if interim relief is granted to the Appellant subject to the Appellant depositing with the tax authorities an amount of Rs. 60 Crores within four weeks from today. Such deposit shall abide by the final orders in this Appeal. Accordingly the Interim Application is disposed of by staying the impugned tax demand subject to the Appellant depositing with the Respondent an amount of Rs. 60 Crores within four weeks from today.

Summary

The judgment from the Bombay High Court addresses several substantial questions of law, primarily focusing on the jurisdiction of tax authorities, the classification of certain financial costs, and the appropriate methods for benchmarking transactions. The Court also considers the request for interim relief regarding tax demands.

1. Issues Presented and Considered

The Court considered the following core legal issues:

i. Whether the tax authorities have jurisdiction to revise the book profit under Section 115JB of the Income Tax Act, despite the accounts being certified according to the Companies Act and approved by shareholders, in light of the precedent set by Apollo Tyres Ltd v. CIT.

ii. Whether foreclosure costs for early redemption of preference shares should be treated as capital or revenue expenditure.

iii. Whether the 'Other Method' as the Most Appropriate Method (MAM) can be substituted with the 'Comparable Uncontrolled Pricing' method for benchmarking transactions involving the purchase and sale of fuel stock.

2. Issue-Wise Detailed Analysis

Jurisdiction to Revise Book Profit (Issue i)

The Court examined the legal framework under Section 115JB of the Income Tax Act, which allows for the computation of book profits for tax purposes. The precedent case, Apollo Tyres Ltd v. CIT, was pivotal in determining whether tax authorities could challenge the certified accounts. The tribunal had previously distinguished this case, allowing for adjustments to the profit and loss account when capital expenditures were improperly recorded to reduce tax liability. The Court agreed with the tribunal's interpretation that the Apollo Tyres decision does not preclude such adjustments when they contravene the Companies Act and relevant accounting standards.

Classification of Foreclosure Costs (Issue ii)

The Court considered whether foreclosure costs should be classified as capital or revenue expenditure. The appellant argued that these costs were analogous to pre-payment charges on loans, typically treated as revenue expenditure. However, the tribunal had found these costs to be capital in nature, as they related to the early redemption of preference shares, a decision the Court did not find grounds to overturn.

Benchmarking Methods for Transactions (Issue iii)

The Court evaluated the appropriateness of substituting the 'Other Method' with the 'Comparable Uncontrolled Pricing' method for benchmarking specific transactions. The appellant's argument for substitution was not detailed in the judgment, and the tribunal's decision to maintain the original method was upheld, indicating no compelling reason to alter the established benchmarking approach.

3. Significant Holdings

The Court's significant holdings include the following:

The tribunal's decision to allow adjustments to the book profits under Section 115JB was upheld. The Court found no error in the tribunal's interpretation of the Apollo Tyres precedent, noting that adjustments were permissible when accounting standards and the Companies Act were not adhered to.

The classification of foreclosure costs as capital expenditure was affirmed. The Court did not find sufficient basis to reclassify these costs as revenue expenditure, aligning with the tribunal's findings.

The decision to maintain the 'Other Method' for benchmarking transactions was supported, with no substantial arguments presented to warrant a change to the 'Comparable Uncontrolled Pricing' method.

Regarding the interim relief, the Court acknowledged the appellant's financial situation and the pending rectification application. It granted interim relief by staying the tax demand, conditional upon the appellant depositing Rs. 60 Crores within four weeks. The Court emphasized that the usual rule would require a full deposit but allowed some leniency due to the pending rectification application, which could reduce the tax liability.

The Court directed the tax authorities to resolve the appellant's rectification application within eight weeks, ensuring a timely reassessment of the tax demand.

In conclusion, the judgment reflects a careful consideration of the legal questions and the specific circumstances of the case, balancing the need for compliance with tax regulations and the appellant's financial constraints. The Court's decision to grant conditional interim relief underscores its commitment to ensuring fairness while upholding the integrity of the tax assessment process.