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2022 (12) TMI 456 - AT - Income TaxAddition u/s 56 (2) (viia) - difference in the consideration paid towards receipt of the shares by the assessee and Fair Market Value of the equity shares of such investee companies as per Rule 11Ua of the I.T. Rules ,1962 - HELD THAT - As fairly evident that under the head liabilities, there was a clear cut liability disclosed in the balance sheet in the form of redemption of preference shares. Section 11UA provides that the book value of the liability shown in the balance sheet has to be reduced for the purpose of valuation and determination of FMV of unquoted equity shares AO has erroneously taken the balance sheet as on 31st March 2010 without taking note of the fact that the balance sheet as on the date of valuation date, i.e,. the date on which shares were transferred or received by the assessee. The liability was reflected in the balance sheet post dated 31st March 2010. If the liability as on the date of allotment is taken into consideration, then the valuation submitted by the assessee is correct and therefore, the AO has completely erred in law and on facts not taking into consideration. The liability disclosed in the balance sheet as noted above while valuing the FMV of the shares of both the companies has to be reduced and accordingly, CIT (A) has rightly deleted the additions made by the AO. Therefore, the order of Ld. CIT(A) is confirmed and the addition is directed to be deleted. Appeal filed by the revenue stands dismissed.
Issues Involved:
1. Deletion of addition under Section 56(2)(viia) of the Income Tax Act. 2. Applicability of Section 56(2)(viia) to the assessee company. 3. Correct valuation date for the shares. 4. Calculation of Fair Market Value (FMV) of shares as per Rule 11UA of the Income Tax Rules, 1962. Issue-wise Detailed Analysis: 1. Deletion of Addition under Section 56(2)(viia): The revenue contended that the CIT(A) erred in deleting the addition of Rs. 12,74,34,70,000/- under Section 56(2)(viia) made by the Assessing Officer (AO). The AO had determined this amount as the difference between the consideration paid for shares of M/s. D.B. Projects Pvt. Ltd. and M/s. SLS Energy Pvt. Ltd. by the assessee and the Fair Market Value (FMV) of these shares as per Rule 11UA of the Income Tax Rules, 1962. The CIT(A) found that the AO's computation of FMV was not in conformity with Rule 11UA, as the AO did not consider the liabilities outstanding in the balance sheets of the investee companies. 2. Applicability of Section 56(2)(viia): The revenue argued that the CIT(A) wrongly held that the provisions of Section 56(2)(viia) were not attracted to the assessee company. The CIT(A) concluded that for invoking Section 56(2)(viia), mere receipt of shares is not sufficient. The shares in question were subscribed by the assessee through fresh allotment and not acquired from a third party at a value below the market price. Therefore, the CIT(A) ruled that Section 56(2)(viia) did not apply. 3. Correct Valuation Date for the Shares: The AO and the assessee had differing views on the correct valuation date for the shares. The AO used the balance sheet date of 31st March 2010, while the assessee contended that the valuation date should be the actual date of transfer/allotment of shares, i.e., 30th July 2010. The CIT(A) supported the assessee's view, stating that the valuation should be based on the date of transfer/allotment, as per Rule 11U, which defines the valuation date as the date on which the property or consideration is received by the assessee. 4. Calculation of Fair Market Value (FMV) of Shares: The AO computed the FMV of shares using the net asset value (NAV) method, arriving at Rs. 8,832 per share for SLS and Rs. 9,856 per share for DBPPL. This resulted in a substantial addition under Section 56(2)(viia). The CIT(A) found that the AO's calculation did not consider the liabilities related to the redemption of preference shares, which were reflected in the balance sheets of the investee companies as on the valuation date. The CIT(A) accepted the valuation report from B.B. Jain and Associates, which valued the shares at Rs. 10 per share after accounting for these liabilities. Conclusion: The Tribunal upheld the CIT(A)'s decision, confirming that the AO's valuation was not in accordance with Rule 11U and 11UA as it ignored significant liabilities. The Tribunal affirmed that the correct valuation date was the date of allotment/transfer of shares and that the liabilities should be deducted from the book value for FMV calculation. Consequently, the addition of Rs. 12,74,34,70,000/- under Section 56(2)(viia) was deleted, and the appeal filed by the revenue was dismissed.
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