1972 (8) TMI 63 - SC - Wealth-tax

Whether the amounts of 1,99,940, 1,92,907 and 98,017 standing in the special reserve account in the books of the assessee-company were deductible in determining the net wealth of the company for the assessment years 1957-58, 1958-59 and 1959-60, respectively? Whether the amounts of 1,54,434, 2,08,934 and 2,62,811 standing in the shareholders accounts as on the respective valuation dates were deductible in determining the net wealth of the company for the assessment years 1957-58, 1958-59 and 1959-60 respectively? Whether the amounts of 66,275, 131,180 and 274,587 out of the debentures of the company were allowable as debts owed by the company in the light of section 2(m) read with section 6 of the Wealth-tax Act? Held that - Coming to ques 1 once we come to the conclusion that they were not the assets of the Government, which conclusion to our mind is obvious, then it follows that they are the assets of the company. It is not the case of the company that those assets belonged to some third party. Every item of asset must belong to someone. The question is to whom did it belong? The obvious answer is that it belonged to the company. It is not the case of the company that the asset in question came within any of the exemptions mentioned in the Act. Coming to the second question there was no debt owed by the company to the shareholders on that date. Hence the proposed dividend was not deductible in computing the net wealth of the appellant-company. The fact that a separate share-holders reserve had to be maintained by the company because of its agreement with the Government did not change the character of the asset. For 3 question the debenture loans in question cannot be taken into consideration in ascertaining the net wealth of the company in view of section 6 of the Act. Appeal dismissed.

Summary

Issues Involved:
1. Deductibility of amounts in the special reserve account in determining the net wealth of the company.
2. Deductibility of amounts in the shareholders' accounts in determining the net wealth of the company.
3. Allowability of debenture amounts as debts owed by the company in light of section 2(m) read with section 6 of the Wealth-tax Act.

Issue-wise Detailed Analysis:

1. Deductibility of Amounts in the Special Reserve Account:
The first issue was whether the amounts in the special reserve account were deductible in determining the net wealth of the company for the assessment years 1957-58, 1958-59, and 1959-60. The company's contention was that it was required by law to maintain this special reserve and could not deal with it freely, thus it should not be considered an asset of the company. However, the court found this argument untenable. The court noted that no part of the company's assets had been acquired by the Government, and the special reserve amounts were still under the company's control until the Government exercised its option to acquire the company. Therefore, these amounts were considered assets of the company and not deductible in determining the net wealth.

2. Deductibility of Amounts in the Shareholders' Accounts:
The second issue was whether the amounts in the shareholders' accounts were deductible in determining the net wealth of the company for the same assessment years. The company argued that these amounts belonged to the shareholders and thus should not be counted as the company's assets. The court rejected this contention, emphasizing that a company is a separate legal entity from its shareholders. The shareholders have no rights to the company's assets until dividends are declared or the company is liquidated. The court referenced the case of *Kesoram Industries and Cotton Mills Ltd. v. Commissioner of Wealth-tax*, where it was held that proposed dividends do not become a debt owed to shareholders until declared in a general meeting. Hence, the amounts in the shareholders' accounts were considered assets of the company and not deductible.

3. Allowability of Debenture Amounts as Debts Owed:
The third issue was whether the debenture amounts were allowable as debts owed by the company under section 2(m) read with section 6 of the Wealth-tax Act. The debenture loans were raised in the United Kingdom, and all debenture-holders were residents there. The court explained that a floating charge, as held by the debenture-holders, does not immediately fasten on specific assets but remains dormant until certain events occur. The court further clarified that simple contract debts are situated where the debtor resides, and specialty debts are situated where the instrument is physically located. Since the debenture loans were located in the United Kingdom, they could not be taken into account in computing the net wealth of the company as per section 6 of the Act.

Conclusion:
The court dismissed the appeals, affirming the High Court's decision that none of the amounts in the special reserve account, shareholders' accounts, or debenture loans were deductible in determining the company's net wealth. The appeals were dismissed with costs, and the advocates' fee was set as one set.