2025 (5) TMI 893 - HC - Income Tax

Foreign Stewardship Services Deemed Nil Value Under Transfer Pricing Rules, Taxpayer's Arm's Length Pricing Validated

SC upheld ITAT's ruling on transfer pricing, rejecting revenue's appeal. The court determined that stewardship services provided by foreign Associated ... TP Adjustment - disallowance of management fees as claimed by the assessee - CIT(A) noted that the order passed by the TPO for the immediate preceding year, i.e., AY 2012-13 was challenged by way of an appeal before CIT(A) and the appeal filed by the assessee was allowed HELD THAT:- It is not in dispute that the said order has attained finality, as the revenue could not prefer an appeal on account of the appeal being dismissed on the ground of low tax effect. Be that as it may, we find that the TPO though selected CUP as the method for benchmarking in such a situation, he failed to cite even a single comparable company with a similar comparable service. Despite the assessee having submitted the detailed nature of service received and benefit obtained by it, we find that the order passed by the [CIT(A)] to be an elaborate order considering all the facts and figures placed before it. Ultimately the appeal was partly allowed. The revenue carried the matter by way of appeal to the learned Tribunal and we find that the learned Tribunal re-appreciated the factual position and dismissed the appeal filed by the revenue. Thus, it is relevant to note that Tribunal has recorded a specific factual findings that the claim of management fee expenses has been accepted by the department and no addition has been made for the same in the assessment year 2014-15 and assessment year 2015-16. That apart, we find that the learned Tribunal has also taken note of the decision of the other High Courts and that of the Coordinate Bench of the learned Tribunal. Thus, we find that the learned Tribunal has upon re-appreciation of the factual position rightly dismissed the appeal filed by the revenue and we find no good ground to interfere with the said order. 1. ISSUES PRESENTED and CONSIDEREDThe Court considered the following core legal questions arising from the appeal filed by the revenue under Section 260A of the Income Tax Act, 1961:Whether the Income Tax Appellate Tribunal erred in law by not appreciating that payments made by the assessee to its foreign Associated Enterprise (AE) pertained to stewardship services, which should attract an arm's length price of NIL;Whether the Tribunal failed to consider international rulings and OECD guidelines that suggest intra-group stewardship services do not warrant compensation;Whether the Tribunal erred in law by not requiring the assessee to prove the benefit test as a prerequisite for charging support services fees;Whether the benefit test for intra-group services was properly evaluated by the Tribunal.2. ISSUE-WISE DETAILED ANALYSISIssue 1 & 2: Nature of Services and Arm's Length PriceRelevant legal framework and precedents: The transfer pricing provisions under the Income Tax Act require that transactions between associated enterprises be conducted at arm's length price. The OECD Transfer Pricing Guidelines provide interpretative guidance on intra-group services, including stewardship services, which are often characterized as oversight or monitoring functions rather than active services warranting compensation.Court's interpretation and reasoning: The Tribunal examined whether the payments made to the foreign AE were for stewardship services, which generally do not attract a charge under arm's length principles. The Tribunal noted that the revenue failed to establish that the services rendered were other than stewardship in nature. The Tribunal also relied on precedents and international guidelines that stewardship services, being supervisory or oversight in nature, typically do not justify any remuneration.Key evidence and findings: The Tribunal observed that the Transfer Pricing Officer (TPO) had selected the Comparable Uncontrolled Price (CUP) method but failed to produce any comparable companies rendering similar services. The assessee had submitted detailed evidence regarding the nature of services and the benefits obtained, which was considered by the Tribunal.Application of law to facts: Given the absence of comparable data and the nature of services being stewardship, the Tribunal concluded that the arm's length price for such services should be NIL. This conclusion was consistent with the international transfer pricing principles and the OECD guidelines cited.Treatment of competing arguments: The revenue argued that the payments warranted compensation and that the arm's length price should not be NIL. However, the Tribunal found the revenue's reliance on the preceding year's order flawed since each assessment year is an independent proceeding and the TPO had not made a fresh reference for the year under consideration. The Tribunal also noted that the revenue's appeal against the preceding year's order had failed on merits.Conclusions: The Tribunal rightly dismissed the revenue's contention and accepted that the payments for stewardship services should attract no charge, affirming the arm's length price as NIL.Issue 3 & 4: Benefit Test for Support Services FeeRelevant legal framework and precedents: The benefit test is a well-established principle in transfer pricing jurisprudence, requiring that intra-group services fees be charged only if the recipient derives a tangible benefit. The Income Tax Act and judicial precedents mandate that the assessee must prove the benefit to justify such payments.Court's interpretation and reasoning: The Tribunal scrutinized whether the assessee had fulfilled the benefit test. It was noted that the TPO had disallowed management fees without adequately establishing the lack of benefit. The Tribunal emphasized that the assessing officer's reliance on the preceding year's order was misplaced as it lacked fresh reference and fresh evidence for the year under consideration.Key evidence and findings: The assessee had submitted detailed documentation on the nature of services and the resultant benefits. The Tribunal found that the Commissioner of Income Tax (Appeals) had given an elaborate order analyzing these facts and figures. The Tribunal also recorded that management fee expenses were accepted by the department in subsequent assessment years (2014-15 and 2015-16), indicating consistency in treatment.Application of law to facts: The Tribunal applied the benefit test and found that the assessee had sufficiently demonstrated the benefit derived from the intra-group services. The absence of a fresh reference and comparable data by the TPO undermined the revenue's challenge.Treatment of competing arguments: The revenue contended that the benefit test was not satisfied and that the intra-group services did not warrant any fee. The Tribunal rejected this contention, noting the failure to establish the absence of benefit and the acceptance of such fees in subsequent years by the department.Conclusions: The Tribunal concluded that the benefit test was duly satisfied and that the intra-group services fee was justified.3. SIGNIFICANT HOLDINGSThe Court upheld the Tribunal's decision dismissing the revenue's appeal and answered the substantial questions of law against the revenue. The following core principles and determinations were established:'The arm's length price for stewardship services, which are supervisory or oversight in nature, should be NIL as per international rulings and OECD guidelines.''Each assessment year constitutes an independent proceeding, and reliance on a preceding year's order without fresh reference or evidence is legally unsustainable.''The benefit test is a prerequisite for charging intra-group support services fees, and the assessee must prove the receipt of benefit to justify such payments.''The Tribunal's re-appreciation of the factual position, including acceptance of management fee expenses in subsequent years, supports the conclusion that the intra-group services fees were justified.'The Court found no merit in the revenue's appeal and refused to interfere with the Tribunal's order, thereby affirming that the payments made for stewardship and intra-group support services were at arm's length and justified under the law.