2025 (5) TMI 1329 - HC - Income Tax

Section 42 mineral oil prospecting deduction denied without specific Production Sharing Contract provisions

Gujarat HC disallowed special deduction under Section 42 for mineral oil prospecting business. Court relied on SC precedent in Joshi Technologies ... Disallowing the special deduction u/s 42 - Business for prospecting, etc., for mineral oil - HELD THAT:- The admitted question in these appeals are no more res-integra in view of the decision of the Hon’ble Supreme Court in case of Joshi Technologies International Inc [2015 (5) TMI 521 - SUPREME COURT] as held from the nature of allowances specified in this provision, it is clear that such allowances are otherwise inadmissible on general principles, for e.g. allowances relating to diminution or exhaustion of wasting capital assets or allowances in respect of expenditure which would be regarded as on capital account on the ground that it brings an asset of enduring benefit into existence or constitutes initial expenditure incurred in setting up the profit earning machinery in motion. It is for this reason this Section itself clarifies that the provisions of this Act would be deemed to have been modified to the extent necessary to give effect to the terms of the agreement, as otherwise, the other provisions of the Act specifically deny such deductions. A fortiorari, the PSC entered into between the parties becomes an independent accounting regime and its provisions prevail over generally accepted principles of accounting that are used for ascertaining taxable income (See Enron Oil and Gas India Limited [2008 (9) TMI 3 - SUPREME COURT]. In the present case, it is an admitted fact that conditions mentioned in Section 42 of the Act are not fulfilled. In the two PSCs, no provision is made for making admissible the aforesaid allowances to the assessee. It is obvious that the Assessing Officer could not have granted these allowances/deductions to the assessee in the absence of such stipulations, a mandatory requirement, in the PSCs. The appellant is conscious of this position. It is for this reason the attempt of the appellant was to read the provisions of MPSC into the agreement. Decided in favour of the assessee. 1. ISSUES PRESENTED and CONSIDEREDThe core legal question considered by the Court was whether the Income Tax Appellate Tribunal was correct in law in denying the special deduction under Section 42 of the Income-tax Act, 1961 to the assessee for the relevant assessment years. This central question gave rise to subsidiary issues including:(i) Whether the assessee was entitled to special allowances under Section 42 of the Income-tax Act as per the terms of the Production Sharing Contracts (PSCs) executed with the Central Government;(ii) Whether the Model Production Sharing Contract (MPSC) could be read as part of and incorporated into the executed PSCs;(iii) Whether there was any intention between the contracting parties to grant the benefit of deductions under Section 42;(iv) Whether non-inclusion of such provisions in the PSCs could be treated as an accidental or unintentional omission;(v) Whether the Court could issue mandamus to amend the PSCs to incorporate such provisions.2. ISSUE-WISE DETAILED ANALYSISIssue (i): Entitlement to Deductions under Section 42 of the Income-tax ActThe relevant legal framework is Section 42 of the Income-tax Act, 1961, which provides special provisions for deductions in businesses related to prospecting, extraction, or production of mineral oils. The section enumerates conditions for eligibility:The business must be carried on in association with the Central Government or an authorized person;The business must relate to mineral oil, petroleum, or natural gas;There must be a written agreement between the Central Government and the assessee;The agreement must be laid before each House of Parliament;The allowances claimed must be specified in the agreement;The computation of allowances must follow the agreement's terms.The Court emphasized that these conditions are mandatory and that the special allowances under Section 42 are otherwise inadmissible under general principles of accounting and taxation, as these allowances relate to capital expenditure or depletion of wasting assets.In the present case, it was an admitted fact that the PSCs executed did not contain any provision making such allowances admissible. The Court noted that the Income Tax Authorities could not grant deductions in the absence of such stipulations. The Court referred to precedents establishing that the PSC constitutes an independent accounting regime that overrides general accounting principles for income tax purposes.Thus, the Court held that the Assessing Officer was correct in denying the deductions since the mandatory conditions under Section 42, especially the existence of an agreement specifying such allowances, were not met.Issue (ii): Incorporation of Model Production Sharing Contract (MPSC) into the PSCsThe appellant argued that the bids were invited based on the MPSC, which explicitly mentioned deductions under Section 42, and that the Ministry of Law had opined that such benefits should be extended to foreign companies to make participation viable.The appellant sought to read the MPSC provisions into the executed PSCs, contending that the omission of such provisions was unintentional.The Court examined the executed PSCs, particularly Article 32, which contained an entire agreement clause stating that the PSC superseded all prior agreements, understandings, or correspondence, whether oral or written. It further stipulated that amendments or modifications could only be made by written instruments signed by all parties.The Court interpreted these clauses as manifesting a clear intention to exclude incorporation of any prior documents, including the MPSC or any previous correspondence, into the PSCs. The Court held that it was impermissible to look beyond the four corners of the PSCs to incorporate terms from the MPSC.Accordingly, the Income Tax Authorities were justified in confining their assessment to the PSCs' provisions alone, which did not provide for deductions under Section 42.Issue (iii): Intention Between the Parties Regarding DeductionsThe Court further addressed whether there was any intention between the parties to grant Section 42 benefits despite the absence of explicit provisions in the PSCs.Relying on Article 32.2 of the PSCs, the Court found that the contract could not be amended or supplemented except by a written instrument signed by all parties. This clause effectively negated any prior or informal understandings or intentions not incorporated into the contract.The Court concluded that the parties did not intend to grant the deductions under Section 42, as any such intention would have to be formally incorporated in the PSCs as per the contract's terms.Issues (iv) and (v): Accidental Omission and Court's Power to Mandate AmendmentThe Court noted that since the PSCs explicitly superseded all prior agreements and required written amendments for any modifications, the non-inclusion of Section 42 provisions could not be treated as accidental or unintentional.Moreover, the Court held that it could not issue mandamus directing the parties to amend the PSCs to incorporate such provisions, as that would infringe upon the contractual autonomy and the principle of pacta sunt servanda (agreements must be kept).3. SIGNIFICANT HOLDINGSThe Court, relying on the Supreme Court's authoritative decision, established the following core principles:'The Income Tax Authorities while making assessment of income of any assessee have to apply the provisions of the Income Tax Act and make assessment accordingly. The Assessing Officer is supposed to find out as to whether the assessee fulfills the eligibility conditions in Section 42 to be entitled to such deductions.''The PSC entered into between the parties becomes an independent accounting regime and its provisions prevail over generally accepted principles of accounting that are used for ascertaining taxable income.''Article 32 of the Agreement specifically supersedes any understanding between the parties prior to the effective date of this contract. No amendments or modifications can be made except by written instrument signed by all parties.''It is impermissible for the appellant to take the aid of MPSC or the clauses contained therein while construing the terms of PSCs.'On the final determination, the Court answered the substantial question of law in favour of the assessee and against the revenue, thereby disposing of the appeals accordingly. This indicates that while the Income Tax Appellate Tribunal was correct in denying the deduction under Section 42 due to the absence of contractual provisions, the Court found merit in the appellant's position based on the binding effect of the PSCs and the legal framework governing such deductions.