2023 (1) TMI 524 - AT - Income Tax

Revision u/s 263 - computation of gain on slump sale - CIT directing the AO to treat the negative net worth for the purpose of computation of capital gains arising out of slum sale of Medical Ventilator Division of assessee company, as the assessment framed is erroneous and prejudicial to the interest of Revenue - HELD THAT - Admittedly the slump sale consideration declared by assessee is 0 i.e., nil and admittedly there is negative net worth because the assessee had incurred loss continuously. The negative net worth is Rs.1,82,93,317/- and even if we reduce this from the slump sale consideration of zero, the ultimate capital gain will be zero. Hence, we are of the view that the revision passed by PCIT is right to the extent that negative net worth is to be considered while computing capital gains but in case of positive consideration. In the present case, the slump sale value is zero and hence, computation will fail and secondly, there is no prejudice caused to the Revenue by the order of the AO. Hence, the revision order passed by PCIT has not fulfilled the two condi tions which the Revenue itself admitted in its written submissions as under - 2. To invoke the powers under 263 the twin conditions to be met are (i) the order of AO is erroneous and (ii) the order is prejudicial to the interests of revenue. Once the second condition of prejudice caused to Revenue is not fulfilled, the revision order has to fail. We quash the revision order and allow the appeal of assessee.

Summary

Issues:
1. Revision of assessment order by PCIT regarding treatment of negative net worth for computation of capital gains arising from slump sale of Medical Ventilator Division.

Detailed Analysis:
1. The appeal arose from the revision order passed by the Principal Commissioner of Income Tax (Appeals)-1, Coimbatore, concerning the assessment framed by the ACIT, Corporate Circle-2, Coimbatore for the assessment year 2014-15 under section 143(3) of the Income Tax Act, 1961. The only issue in the appeal was the revision order directing the AO to treat the negative net worth of Rs.1,83,92,317/- for computing capital gains from the slump sale of the Medical Ventilator Division as erroneous and prejudicial to the interest of Revenue.

2. The PCIT observed that the negative net worth should be considered for computing capital gains as per section 50B of the Act, even though the sale consideration was zero. The PCIT argued that the AO did not properly verify this aspect during the assessment, leading to an erroneous order. The PCIT relied on the ITAT, Mumbai Special Bench decision in the case of DCIT vs. Summit Securities Ltd., [2012] 135 ITD 99 (Mumbai) (SB) to support the inclusion of negative net worth in the computation of capital gains.

3. The assessee contended that since the sale consideration was zero, adding the negative net worth would result in a capital gain of zero. The assessee argued that the assessment order, while possibly erroneous, did not prejudice the Revenue as no capital gain would be chargeable to tax. The Tribunal agreed with the assessee, stating that the revision order did not meet the conditions of being both erroneous and prejudicial to the interest of Revenue as required under section 263. Therefore, the Tribunal quashed the revision order and allowed the appeal of the assessee.

4. The Tribunal's decision highlighted the importance of considering the specific circumstances of each case when determining the tax implications of transactions like slump sales. In this instance, where the sale consideration was nil, the inclusion of negative net worth did not result in any capital gains tax liability. The Tribunal's analysis emphasized the need for a thorough examination of facts and legal provisions to ensure the correct application of tax laws in such cases.

5. The judgment serves as a reminder of the complexities involved in tax assessments related to unique transactions like slump sales and the significance of accurately interpreting and applying relevant provisions to determine tax liabilities. It underscores the importance of a detailed and reasoned approach to tax assessments to prevent erroneous or prejudicial outcomes that may impact both taxpayers and Revenue interests.