2012 (8) TMI 810 - HC - Income Tax

Expenditure for subdivision of shares of the company - Revenue OR Capital expenditure - Held that - The expenditure admittedly was made for the purpose of sub-division of the shares. It is not even the case of the Department that by such arrangement, share capital of the assessee company in any manner increased. Such sub-division was made only for the purpose of easy trading of the shares in the market. Such arrangement, therefore, may result into some benefit for the shareholders of the company, nevertheless it is unable to see how the revenue can argue that such division of shares resulted into any enduring benefit for the company - as in case of sub-division of the shares also, there is no increase in the share capital of the company and , the company gains enduring benefit is without any support from the record - in favour of assessee.

Summary

Issues:
1. Whether the expenditure for subdivision of shares is revenue expenditure and allowable under the Income Tax Act, 1961.

Analysis:
The appellant, a fertilizer company, appealed under section 260A of the Income Tax Act, 1961, questioning the Tribunal's judgment disallowing the expenditure for subdivision of shares. The Tribunal treated the expenditure as capital in nature, citing a Supreme Court decision. The Tribunal differentiated between the expenditure for raising the limit of authorized share capital and the expenditure for subdivision of shares, holding the latter as capital expenditure. The appellant argued that the subdivision aimed at facilitating easy trading of shares and did not increase the share capital. The appellant contended that a previous Division Bench decision had been overruled by the Supreme Court in a case involving bonus shares issuance. The respondent argued that the subdivision affected the share structure and provided enduring benefits to the company.

The Court noted that the subdivision of shares did not increase the share capital but was for easy trading purposes. The Court referred to the Division Bench decision on bonus shares issuance, emphasizing the enduring benefits of capitalization of reserves. The Apex Court's decision in the General Insurance Corporation case was discussed, highlighting the reallocation of funds in bonus shares issuance and the absence of fresh funds or capital increase. The Court agreed with the Bombay and Calcutta High Courts that expenditure on bonus shares issuance is revenue expenditure, contrary to the Gujarat and Andhra Pradesh High Courts' judgments.

The Court concluded that the issue was akin to bonus shares issuance, as both did not increase the share capital. The Court rejected the revenue's argument of enduring benefits from the subdivision, as there was no evidence to support it. The Court ruled in favor of the assessee, allowing the appeal and reversing the Tribunal's decision on the expenditure for subdivision of shares.