1986 (5) TMI 21 - HC - Income Tax

Transfer of shares between companies not taxable under Gift-tax Act, 1958; High Court dismisses appeal

Gift-Tax Officer And Others Versus ICI (India) Pvt. Limited

Gift-Tax Officer And Others Versus ICI (India) Pvt. Limited - [1987] 164 ITR 574, 62 CTR 83 Issues Involved:1. Taxation of dividends and double taxation.2. Transfer of shares and capital gains tax.3. Gift-tax assessment and validity of notices under the Gift-tax Act, 1958.4. Jurisdiction and procedural validity of the Gift-tax Officer's actions.Detailed Analysis:1. Taxation of Dividends and Double Taxation:The judgment outlines that Imperial Chemical Industries Ltd., London (ICI), promoted several companies in India, including Alkali & Chemical Corporation of India Ltd. (ACCI), Indian Explosives Ltd. (IEL), and Atic Industries Ltd. (ATIC). ICI advanced loans to its Indian subsidiary, ICI (India) Pvt. Ltd., to finance the purchase of shares in these companies. Initially, the shares were held by ICI (India) Pvt. Ltd. to avail tax reliefs under sections 15C and 56A of the Indian Income-tax Act, 1922. The arrangement was made to avoid double taxation on dividends, which would be fully taxed in the U.K. if held directly by ICI.2. Transfer of Shares and Capital Gains Tax:The Income-tax Officer added Rs. 14,40,62,901 to the total income of ICI (India) Pvt. Ltd. as notional capital gains under section 52 of the Income-tax Act, 1961, arguing that the market value of the shares was higher than the face value at which they were transferred. The Appellate Assistant Commissioner and the Income-tax Appellate Tribunal deleted this addition, establishing that the shares were held temporarily by ICI (India) Pvt. Ltd. and were intended to be transferred to ICI at issue price as per the arrangement. The Tribunal's findings were upheld by the Supreme Court, which stated that the findings were supported by evidence and could not be disturbed by the High Court.3. Gift-tax Assessment and Validity of Notices:The Gift-tax Officer issued a notice under section 16(1) of the Gift-tax Act, 1958, alleging that a gift had been made by ICI (India) Pvt. Ltd. when it transferred shares to ICI at par value, which was significantly lower than their market value. The respondent contended that the transfer was under a contractual obligation and not a gift. The Central Board of Direct Taxes did not accept this contention and directed the Gift-tax Officer to proceed with the assessment. However, the learned judge in the first court held that there was an enforceable agreement for consideration and that the transfer was not without adequate consideration, thus not attracting gift-tax.4. Jurisdiction and Procedural Validity:The learned advocate for the appellant argued that the Gift-tax Officer had reason to believe that a taxable gift had escaped assessment due to non-filing of a return. The court, however, determined that the Gift-tax Officer's belief was not based on valid reasons and was not formed in good faith. The court emphasized that the transaction had been thoroughly scrutinized in previous proceedings, including by the Supreme Court, which confirmed the enforceability of the arrangement. The court held that the Gift-tax Officer could not ignore these judicial findings and proceed on a different basis.Conclusion:The High Court dismissed the appeal, agreeing with the first court's judgment that the conditions precedent for proceedings under section 16(1) of the Gift-tax Act were not fulfilled. The court concluded that the transfer was not without adequate consideration and did not constitute a gift under the Gift-tax Act, 1958. The appeal was dismissed without any order as to costs, and the name of the respondent was corrected to IEL Ltd.