2025 (4) TMI 1453 - AT - Income Tax

Investment in sister concern not loan, interest disallowance under Section 36(1)(iii) partially reversed

Kamineni Health Services Private Limited, Hyderabad Versus The ACIT, Circle-2 (1), Hyderabad

ITAT Hyderabad partially allowed the assessee's appeal regarding interest expense disallowance under Section 36(1)(iii). The tribunal held that investment ... Disallowance of interest expenses u/s 36(1)(iii) - CIT(A) observed that it is not the business of assessee company to give share application money to sister concern from borrowed funds and further, the assessee-company do not have any surplus to invest in shares of sister concern and entire investment has been funded through interest bearing borrowings - HELD THAT:- From the details filed by the assessee, it is undisputedly proved that, the impugned sum considered by the AO as loan for the purpose of sec.36(1)(iii) of the Act is in fact, an investment in another group company, but, not a loan. Therefore, AO is erred in invoking the provisions of sec.36(1)(iii) of the Act for the amount invested in M/s. Kamineni Health Care Pvt. Ltd. Assuming for a moment it is a loan and advance for the purpose of sec.36(1)(iii) but, the fact remains that the assessee has given said loan and advance out of it’s own interest free funds available in the form of fresh investment received from two of it’s Directors. No interest bearing funds have been used for the purpose of giving amount to M/s. Kamineni Health Care Pvt. Ltd. and, therefore, on this count also, the addition made by the AO towards disallowance of interest u/sec.36(1)(iii) cannot be sustained. We, therefore, delete the addition made by the AO towards interest on amount given to M/s. Kamineni Health Care Pvt. Ltd. Coming back to loan and advances given. There is no dispute with regard to the fact that the appellant-company had given loan to above company on 31.03.2016. AO has computed interest for the whole year. Although, CIT(A) has restricted the disallowance of interest for the actual period of loan i.e., for one day, but, uphold the reasons given by the AO to treat the said transaction as loans and advances for the purpose of sec.36(1)(iii) of the Act. Before us Assessee claims that it is not a loan or advance, but, a current account between the two group companies in the ordinary course of business. We find that, although, Assessee brings in the theory of business exigency or commercial exigency, but, failed to prove the theory of commercial exigency by bringing on record any evidence to prove that there is a business connection between the two companies. Although, the appellant-company claims that it is a holding company of appellant-company, but, in our considered view, except making a oral statement, no evidence has been placed on record to prove the claim that the transaction is between the holding company and subsidiary company in the ordinary course of business and such transactions are carried-out under commercial expediency. Since the appellant-company fails to prove commercial/business exigency in advances given to the other company, in our considered view, there is no error in the reasons given by the learned CIT(A) to treat the said advances as loans and advances within the meaning of sec.36(1)(iii). We, therefore, direct the AO to levy interest for the actual period of loan. Thus, we uphold the reasons given by the learned CIT(A) on this issue. We direct the AO to delete addition made towards disallowance of interest on investment with M/s. Kamineni Health Care Pvt. Ltd. and sustain the addition made toward interest on loan given to M/s. United Steel Allied Ind Private Limited, but, restrict the interest disallowance as per the directions of the learned CIT(A). Appeal of the Assessee is partly allowed. 1. ISSUES PRESENTED and CONSIDERED Whether the amount of Rs. 4.43 crores given to a group company constitutes a loan/advance attracting disallowance under section 36(1)(iii) of the Income Tax Act or is an investment in shares (share application money) not subject to such disallowance. Whether the advances given to another group company on 31.03.2016 can be treated as loans/advances for the purpose of section 36(1)(iii) of the Act, considering the nature of the transaction and the existence of any business or commercial exigency. Whether the interest disallowance under section 36(1)(iii) should be computed for the entire financial year or only for the actual period during which the loan/advance was outstanding. Whether the use of borrowed funds for giving interest-free loans/advances to group companies justifies disallowance of interest expenditure under section 36(1)(iii) of the Act. Whether the ratio of Supreme Court decisions in S.A. Builders v. CIT and ACIT vs. Tulip Star Hotels Ltd. applies to disallowance of interest expenditure in the present facts. 2. ISSUE-WISE DETAILED ANALYSIS Issue 1: Nature of Rs. 4.43 crores given to group company - Loan/Advance or Investment in Shares Legal Framework and Precedents: Section 36(1)(iii) of the Income Tax Act disallows interest expenditure on loans or advances given out of borrowed funds unless used for business purposes. The distinction between loans/advances and investments in shares is critical for applicability of this provision. Court's Interpretation and Reasoning: The Tribunal examined documentary evidence including share allotment returns, Board resolutions, and ledger accounts. It was established that the sum of Rs. 4.43 crores was given as share application money and shares were allotted in the same financial year. The funds used for this investment were fresh funds received from two directors, not borrowed funds. Key Evidence and Findings: Submission of share allotment documents, Board resolutions, and ledger accounts substantiated the claim that the amount was invested in shares and not given as loan or advance. The investment was made from interest-free funds and not from borrowed funds. Application of Law to Facts: Since the amount was invested as share capital and not as a loan or advance, section 36(1)(iii) disallowance provisions do not apply. Even if considered as loan/advance, the funds were not borrowed funds but interest-free funds from fresh investments, negating the basis for interest disallowance. Treatment of Competing Arguments: Revenue argued that share allotment was subsequent and the transaction was a loan in the year under consideration, invoking section 36(1)(iii). The Tribunal rejected this, finding the investment and allotment occurred in the same year and funds were not borrowed. Conclusion: Disallowance of interest on Rs. 4.43 crores under section 36(1)(iii) is not sustainable; the amount is an investment in shares, not a loan or advance. Issue 2: Treatment of Advances Given to Another Group Company on 31.03.2016 Legal Framework and Precedents: Section 36(1)(iii) applies to interest on borrowed funds used for loans or advances not connected with business purposes. The existence of business or commercial exigency is relevant to determine the nature of advances. Court's Interpretation and Reasoning: The Tribunal noted that the advance was given on the last day of the financial year. The Assessing Officer initially computed interest disallowance for the entire year, which was modified by the CIT(A) to restrict disallowance to the actual period (one day). The assessee claimed the transaction was a current account in the ordinary course of business and not a loan/advance attracting disallowance. Key Evidence and Findings: The assessee failed to produce evidence establishing business or commercial exigency for the advance. No documentary proof was placed on record to show the nature of the transaction as a current account or business necessity. Oral submissions alone were insufficient. Application of Law to Facts: In absence of evidence proving business purpose or commercial expediency, the advance is treated as loan/advance within the meaning of section 36(1)(iii). Interest disallowance is justified but must be limited to the actual period of loan outstanding. Treatment of Competing Arguments: Assessee's contention of ordinary course of business and holding-subsidiary relationship was unsubstantiated by evidence. Revenue's position that the advance is a loan attracting disallowance was upheld. Conclusion: Advances given on 31.03.2016 are loans/advances under section 36(1)(iii); interest disallowance is justified but should be restricted to the actual period (one day). Issue 3: Computation Period of Interest Disallowance under Section 36(1)(iii) Legal Framework and Precedents: Interest disallowance under section 36(1)(iii) should correspond to the period for which borrowed funds are used for loans/advances not connected with business purposes. Court's Interpretation and Reasoning: The Assessing Officer initially computed interest for the entire year on advances given on 31.03.2016. The CIT(A) rightly restricted the disallowance to the actual period of loan (one day). The Tribunal concurred with this approach. Key Evidence and Findings: Date of advance (31.03.2016) and absence of any other loan period supported limiting interest disallowance to one day. Application of Law to Facts: Interest disallowance must be proportionate to the actual period of loan outstanding; full year disallowance is erroneous. Conclusion: Interest disallowance on advances should be computed only for the actual period the loan was outstanding. Issue 4: Use of Borrowed Funds for Interest-Free Loans/Advances to Group Companies Legal Framework and Precedents: Interest expenditure on borrowed funds used to provide interest-free loans or advances to related parties without business purpose is disallowable under section 36(1)(iii). Court's Interpretation and Reasoning: The Tribunal accepted that the assessee had paid substantial finance cost on interest-bearing borrowings. Loans/advances given to group companies without charging interest and without business purpose imply that borrowed funds were diverted for non-business use, justifying disallowance. Key Evidence and Findings: Negative reserves and surplus indicated lack of internal funds; finance cost paid on borrowings; loans/advances interest-free and to group companies. Application of Law to Facts: Interest disallowance is warranted where borrowed funds are used for non-business interest-free advances to related parties. Treatment of Competing Arguments: Assessee's claim of using own interest-free funds for investment in one group company was accepted, but not for advances to other group company lacking business purpose. Conclusion: Interest disallowance under section 36(1)(iii) is appropriate where borrowed funds are used for interest-free loans/advances to group companies without business purpose. Issue 5: Applicability of Supreme Court Decisions in S.A. Builders and Tulip Star Hotels Legal Framework and Precedents: Supreme Court rulings in S.A. Builders and Tulip Star Hotels address the scope of disallowance under section 36(1)(iii) regarding interest on borrowed funds used for loans or advances. Court's Interpretation and Reasoning: The Tribunal noted that the ratio in these decisions supports disallowance where borrowed funds are used for interest-free loans/advances without business purpose. The assessee's reliance on these decisions to negate disallowance was rejected due to facts showing diversion of borrowed funds for non-business use. Key Evidence and Findings: The factual matrix showed loans/advances without interest and lack of business purpose, aligning with the principles upheld in the Supreme Court decisions. Application of Law to Facts: The principles in the cited Supreme Court decisions were applied to sustain disallowance on advances lacking business exigency. Conclusion: The Supreme Court precedents support disallowance of interest expenditure under section 36(1)(iii) in the present facts; the assessee's contention based on these decisions is not tenable. Overall Conclusions: The sum of Rs. 4.43 crores given to one group company is an investment in shares and not a loan/advance; interest disallowance under section 36(1)(iii) is not sustainable on this amount. The advances given to another group company on 31.03.2016 are loans/advances attracting disallowance under section 36(1)(iii) due to absence of business or commercial exigency evidence. Interest disallowance on such advances must be computed only for the actual period of loan outstanding. Use of borrowed funds for interest-free loans/advances to group companies without business purpose justifies disallowance of interest expenditure under section 36(1)(iii). The Supreme Court precedents relied upon support the disallowance in the present facts. The appeal is partly allowed accordingly: disallowance on interest relating to investment in shares is deleted; disallowance on interest relating to advances is sustained but restricted to actual loan period.