2016 (9) TMI 592 - AT - Income Tax

Addition on account of inflation of purchase price of 1.60 lakh equity shares - Held that - The transactions of sale-purchase was duly recorded in the books of account of the respective parties, the allegation by the Assessing Officer that the off market transactions cannot be accepted under SCRA is factual incorrect relating in the aforesaid appellate order. We also find that the exception has been provided in the SCRA Act under section 14(2) of the SCRA Act - Decided against revenue Addition made on account of payment made for Keyman s Insurance Policy (KIP for short) for the director - AO disallowed the payment of KIP premium on the ground that the directors of assessee-company are not actively engaged in the day-to-day affairs - Held that - On a bare reading, we find that said Section 10(10D) Explanation-I requires the connection between the assessee and person to be covered under insurance. It is not necessary that he should be aware of all the affairs of business of assessee. In view of above, we find no reason to interfere in the order of Ld. CIT(A) in deleting the addition - Decided against revenue

Summary

Issues Involved:
1. Deletion of addition on account of inflation of purchase price of equity shares.
2. Deletion of disallowance on account of payment made for Keyman Insurance Policy for directors.

Detailed Analysis:

1. Deletion of Addition on Account of Inflation of Purchase Price of Equity Shares:
The Revenue contested the deletion of an addition of ?1,05,36,000/- made by the Assessing Officer (AO) on the grounds of inflated purchase price of 1.60 lakh equity shares of Gujarat Heavy Chemicals Ltd. (GHCL). The AO argued that the purchase of shares was not genuine, citing that the transaction did not comply with the Securities Contract (Regulations) Act, 1956 (SCRA) as it was not conducted through a broker and did not involve spot delivery. The AO also suggested that the transaction was a sham intended to create a loss for tax avoidance purposes.

The assessee countered that the shares were purchased on 29.08.2008 and valued at the end of the financial year as per Accounting Standard 2. The Commissioner of Income Tax (Appeals) [CIT(A)] found no evidence that the transaction was sham or that the purchase price was inflated. The CIT(A) noted that the shares were recorded in the Demat account, and the transaction was confirmed by the broker, Pushkar Banijya Ltd. The CIT(A) emphasized that the AO did not provide the assessee an opportunity to address procedural defects and concluded that the transaction was genuine, thus deleting the addition.

The Tribunal upheld the CIT(A)'s decision, referencing a similar case (ITO v. Kiran Consortium Trade (P) Ltd.) where the transaction was deemed genuine despite being off-market. The Tribunal also cited the Gujarat High Court's ruling in CIT v. Prudent Finance (P.) Ltd., which supported the genuineness of off-market transactions when properly recorded in the books of both parties.

2. Deletion of Disallowance on Account of Payment Made for Keyman Insurance Policy:
The AO disallowed ?15,00,000/- paid for Keyman Insurance Policies (KIP) for two directors, arguing that the directors were not actively involved in the company's day-to-day operations. The AO based this on a statement from one of the directors, Mrs. Anita Agarwal, who appeared unaware of several aspects of the business.

The assessee argued that the premium payments were legitimate business expenses as per the Central Board of Direct Taxes (CBDT) Circular No. 762, which allows for such deductions. The CIT(A) supported this view, stating that the directors played key roles in the company and that the AO could not dictate business decisions. The CIT(A) referenced the Delhi High Court's decision in CIT vs. Rajan Nanda, which upheld the deductibility of KIP premiums even when policies were later assigned to the insured directors.

The Tribunal agreed with the CIT(A), noting that the definition of "Keyman Insurance Policy" under Explanation-I to Sec. 10(10D) of the Income Tax Act does not require the insured to be involved in all business affairs. The Tribunal found no reason to interfere with the CIT(A)'s order, thus dismissing the Revenue's appeal on this ground.

Conclusion:
The Tribunal dismissed the Revenue's appeal, upholding the CIT(A)'s decisions on both issues. The deletion of the addition for inflated purchase price of shares was supported by a lack of evidence for sham transactions and compliance with accounting standards. The disallowance of KIP premiums was overturned based on the directors' roles in the company and relevant legal precedents.