2012 (4) TMI 440 - HC - Income Tax

Court rules on deductibility of interest, bonus, franchisee payments, and non-compete fee

The court ruled in favor of the revenue regarding the deductibility of interest paid to Noida Authority, stating it was not deductible under Section ... Addition to income on account of non-deduction of TDS in terms of section 40(a)(ia) – Held that:- The tenor and purport of the terms of the agreement were that it was not a case where the licensee was doing any work for the assessee even within the wider meaning of the term “any work” as defined in Section 194C - assessee running a study centre through various licensees or franchisees and the agreement is not for making any payment to the licensee for any work done for the assessee and that it was a case of sharing of fees for carrying out respective obligations under a contract – in favour of assessee. Claim of interest paid to the Noida Authority on account of purchase of land -allowable as revenue expenditure u/s 36(1)(iii) of the Act – Held that:- In order to claim allowance in respect of interest, there should be borrowing of capital and that unpaid purchase price of an asset does not amount to borrowing of capital, though a debt may be created - the interest was paid to Noida Authority not in respect of any capital borrowed from that Authority, but on the price of the plot remaining unpaid as per the provisions of the lease deed - there being no “capital borrowed”, the interest is not allowable as a deduction u/s 37(1) – against assessee. ITAT deleted addition made by the AO on account of disallowance of bonus paid to the Directors in terms of Section 36(1)(ii) – Held that:- It was observed in the Bombay High Court case Metplast Pvt. Ltd vs DCIT (2011 (12) TMI 320 - Delhi High Court ) that so long as the bonus or commission is paid to the directors for services rendered and as part of their terms of employment it has to be allowed and sec.36(1)(ii) does not apply – in favour of assessee. Claim of Non-compete fee payable as revenue expenditure solely on the basis of agreement period and the mode of payment – Held that:- The period for which the assessee sought to eliminate competition was only 12 months which was too short a period to be considered as conferring an enduring benefit to the assessee and the non-compete fee was to be paid to the two persons in equal installments over a period of time – in favour of assessee. Issues Involved:1. Deductibility of interest paid to Noida Authority under Section 36(1)(iii) and Section 37(1) of the Income Tax Act.2. Allowance of bonus paid to directors under Section 36(1)(ii) of the Income Tax Act.3. Applicability of Section 40(a)(ia) regarding non-deduction of TDS on payments to franchisees under Section 194C.4. Treatment of non-compete fee as revenue expenditure.Detailed Analysis:1. Deductibility of Interest Paid to Noida Authority:The court examined whether the interest paid on unpaid installments for the purchase of land from Noida Authority could be deducted under Section 36(1)(iii) or Section 37(1). The assessee claimed the interest as a business expense, but the AO disallowed it, stating it was capital expenditure. The CIT(A) and Tribunal had conflicting views. The court referred to the Bombay Steam Navigation Ltd. v CIT case, concluding that the interest was not deductible under Section 36(1)(iii) because it was not on borrowed capital but on unpaid purchase price. The alternative claim under Section 37(1) was also rejected as the interest was part of the capital expenditure for land acquisition. Thus, the court ruled in favor of the revenue.2. Allowance of Bonus Paid to Directors:The court considered whether the bonus paid to directors was allowable under Section 36(1)(ii). The AO disallowed the bonus, claiming it would have been paid as dividends. The Tribunal allowed the deduction, noting that the bonus was supported by board resolutions and was not related to shareholding. The court upheld the Tribunal's decision, emphasizing that the bonus was a reward for services rendered and not a disguised dividend. The court referred to the AMD Metplast Pvt. Ltd vs DCIT case, confirming that the bonus was allowable as it was linked to the directors' services and not their shareholding.3. Applicability of Section 40(a)(ia) Regarding Non-Deduction of TDS:The court examined whether payments to franchisees were subject to TDS under Section 194C, making them disallowable under Section 40(a)(ia) for non-deduction. The AO treated the payments as contractual, requiring TDS. The Tribunal disagreed, viewing the agreements as business arrangements for profit-sharing, not simple contracts for work. The court upheld the Tribunal's view, stating that the agreements were complex business arrangements with mutual obligations, not contracts for carrying out work. The court referred to the CIT v NIIT Limited case, concluding that Section 194C and Section 40(a)(ia) were not applicable.4. Treatment of Non-Compete Fee as Revenue Expenditure:The court considered whether the non-compete fee paid to two individuals was capital or revenue expenditure. The AO and CIT(A) treated it as capital expenditure, but the Tribunal allowed it as revenue expenditure, citing the short duration of the non-compete period and the mode of payment. The court upheld the Tribunal's decision, noting that the payment was for a short period and did not confer an enduring benefit. The court emphasized the nature of the assessee's business and the necessity of the payment to ward off competition temporarily. Thus, the court ruled in favor of the assessee.Conclusion:- Interest paid to Noida Authority is not deductible under Section 36(1)(iii) or Section 37(1).- Bonus paid to directors is allowable under Section 36(1)(ii).- Payments to franchisees are not subject to TDS under Section 194C, and thus Section 40(a)(ia) does not apply.- Non-compete fee is revenue expenditure and deductible.