2012 (6) TMI 159 - AT - Income Tax

Tribunal rules conversion to private limited company not taxable as capital gains

The Appellate Tribunal ITAT, Ahmedabad ruled in favor of the assessee, Vishal Containers Pvt. Ltd., in a tax dispute concerning the taxation of a sum as ... Capital gains - Conversion of partnership firm into company - exemption - conversion of balance in capital account of a partner into loan - transfer - Section 47A r.w.s section 47(xiii) - Held that: merely because the partners credit balance lying as their capital was converted into their loan and which was repaid to them, it cannot be said that there was any undue benefit directly or indirectly to the partners - Decided in favor of the assessee Issues:Taxing a sum as long term capital gain under Section 47A(3) - Violation of proviso-(c) of clause (xiii) of Section 47Analysis:The appeal before the Appellate Tribunal ITAT, Ahmedabad involved a dispute regarding the taxation of a sum of Rs.18,38,180/- as long term capital gain under Section 47A(3) of the Income Tax Act, 1961. The issue arose from the conversion of a partnership firm, Vishal Containers, into a private limited company, Vishal Containers Pvt. Ltd. The Assessing Officer (AO) had taxed the amount as long term capital gain based on the contention that there was a violation of proviso-(c) of clause (xiii) of Section 47. The AO argued that the partners had received a benefit other than by way of allotment of shares in the company, thereby triggering the deeming provision of section 47A(3) for taxation purposes.Upon detailed examination of the facts and arguments presented, the Tribunal disagreed with the AO's findings. The Tribunal noted that the partners had withdrawn Rs.18,38,180/- from their credit balance, while the remaining amount was converted into share capital of the company. The Tribunal held that this conversion did not result in any undue benefit to the partners directly or indirectly. It was emphasized that all the requirements of Section 47A read with Section 47(xiii) were duly complied with in the conversion process. The Tribunal concluded that the withdrawal by the partners from their credit balance could not be treated as long term capital gain in the hands of the assessee-company.In light of the above analysis, the Tribunal allowed the assessee's appeal, thereby deleting the addition of Rs.18,38,180/- made by the AO as long term capital gains. The judgment clarified the legal interpretation of the provisions related to the conversion of a partnership firm into a company and the tax implications arising from such transactions. The decision provided clarity on the application of proviso-(c) of clause (xiii) of Section 47 and the scope of deeming provisions under Section 47A(3) in determining capital gains in such scenarios.