2024 (11) TMI 972 - HC - Income Tax

Co-marketing agreement payments ruled capital receipt not revenue under restrictive covenant surrendering patent trademark rights

THE COMMISSIONER OF INCOME TAX - III HYDERABAD Versus M/s. SATIOFI HEALTHCARE INDIA PRIVATE LIMITED

THE COMMISSIONER OF INCOME TAX - III HYDERABAD Versus M/s. SATIOFI HEALTHCARE INDIA PRIVATE LIMITED - TMI Issues Involved:1. Whether the amount of Rs.6 crores received by the assessee under an agreement with PFIZER Company is a capital receipt not liable to tax, or a revenue receipt exigible to tax.Detailed Analysis:Issue 1: Nature of the Receipt (Capital vs. Revenue):The central issue in this case is whether the amount of Rs.6 crores received by the assessee under a co-marketing agreement with PFIZER Ltd. should be classified as a capital receipt or a revenue receipt. The assessee argued that this amount was a capital receipt, as it was received in exchange for the transfer of technical know-how and the waiver of certain rights, including entering into a non-compete agreement. The Revenue, however, contended that the amount was a revenue receipt, arguing that the agreement did not affect the trading rights or structure of the assessee and was entered into in the ordinary course of business.The Tribunal had previously determined that the sum was not a revenue receipt, as it was not received from the transfer of stock in trade but rather for the waiver of certain rights in enduring nature and the acceptance of restrictive covenants. The Tribunal's decision was based on the premise that the payment impaired the trading structure of the assessee, thus classifying it as a capital receipt.The High Court examined the agreement's clauses, noting that the assessee had granted PFIZER exclusive co-marketing rights and had relinquished rights in future products and technical know-how, which are considered capital assets. The court emphasized that the agreement contained restrictive covenants affecting the assessee's ability to market new products independently, thereby impairing its profit-making apparatus.The High Court referred to established legal principles, including the Supreme Court's rulings in Kettlewell Bullen and Company Limited vs. Commissioner of Income Tax and Gillanders Arbuthnot and Company Limited vs. The Commissioner of Income-Tax, which distinguish between capital and revenue receipts based on the impact on the trading structure and source of income. The court concluded that since the agreement resulted in the surrender of rights in a capital asset, the payment constituted a capital receipt.The court further noted that the Tribunal's finding was based on a meticulous appreciation of evidence and was not perverse. It reiterated that under Section 260A of the Income Tax Act, the High Court cannot interfere with factual findings unless they are demonstrated to be perverse.Conclusion:The High Court affirmed the Tribunal's decision, ruling that the amount received by the assessee was a capital receipt and not subject to tax as a revenue receipt. The court answered the substantial question of law in favor of the assessee, leading to the dismissal of the Revenue's appeal.