2025 (7) TMI 507 - AT - Income Tax

Charitable trust loses exemption under section 11 for violating sections 13(1), 13(2), and 13(3) through improper share transfers

The ITAT Delhi dismissed the appeal of a charitable trust, upholding the rejection of exemption under section 11. The tribunal found violations of ... Rejection of claim of exemption u/s 11 - violations of provisions of section 13(1), 13(2) and 13(3) - addition on account of cash payment/receipt for purchasing/selling shares - HELD THAT:- The exemption provided u/s 11 and 12 of the Act is subject to certain restrictions provided u/s 13 of the Act. The following incomes are not taxable, upon fulfillment of certain conditions, u/s 11 and 12 of the Act: 1. any income derived from property held under trust wholly for charitable or religious purposes to the extent to which such income is applied to such purposes in India. 2. any income in the form of voluntary contributions made with a specific direction that they shall form part of the corpus of the trust or institution. Section 13 of the Act puts bar on the exemption provided under Sections 11 and 12 of the Act. The bar in section 13(1) of the Act is that the income or property of the trust should not be used directly or indirectly for the benefit specified persons. As per section 13(2) of the Act, without prejudice to the generality of the provisions of section 13(1)(c) and section 13(1)(d), the income or the property of the trust or institution or any part of such income or property shall, for the purposes of that clause, be deemed to have been used or applied for the benefit of persons referred to in section 13(3), in situations listed under clauses (a) to (h) thereof. There is no dispute on transfer of shares amongst erstwhile shareholders of Farooqi Group and present shareholders of K D Singh/ Alchemist Group. No material was brought on the record by the Ld. Counsel to demonstrate that the above-mentioned cash transactions evident from the seized material scanned above have been denied either by the transferors or transferees of shares of the appellant company. Letter of the CIT(A) relied upon by the Ld. Counsel also does help the appellant company as there was not even a single comment on the assessments of transferors or transferees shareholders [transferors (capital gains/income u/s 50CA of the Act & unexplained receipt, if any) and transferees [unexplained investment plus income under section 56(2)(x) of the income, if any]. The letter of the Ld. CIT(A) relied upon by the Ld. Counsel talk about the taxability of income in the hands of KDS Corporation Pvt. Ltd. which is not the buyer of shares. Otherwise also, for the sake of discussion, if we accept that the transfer of shares even happened without cash though it’s not a case here, then also it cannot be ruled out that the benefit has not been derived by both transferors and transferees of shares of the appellant company in accordance with the provisions of sections 50CA and 56(2) of the Act as the transfer of shares have not taken place @ fair market value keeping in view the net worth of the appellant company. Thus, such transfer of shares is inferred having taken place in contravention to Rule 11 UA of the Income Tax Rules. Referring to the decision of Manickvasagam Chettiar [1963 (10) TMI 32 - MADRAS HIGH COURT] the Tribunal observed that the characteristic of a benefit is that it is real and not notional, concrete and not abstract, certain and not conjectural. Here, the seized material referred in orders of lower authorities clearly demonstrate that the benefit has been derived by the specified persons referred to in section 13(3). AO have proved to the hilt, on the basis of positive evidence brought on record, that there is violation of the provisions of section 13 of the Act. We are of the considered opinion that the benefit has been derived by the specified persons referred to in section 13(3) of the Act on transfer of shares along with the control & management of the appellant company. Thus, we hold that the AO is justified in denying the benefit of exemption u/s 11 of the Act to the appellant company. Taxability at the maximum marginal rate - use of the expression ‘whole or any part of the relevant income’ in Section 164 - HELD THAT:- Section 164 of the Act provides that where ‘the whole or any part of the relevant income’ is not exempt under Section 11 or 12 of the Act, tax shall be charged on the relevant income at the maximum marginal rate. The use of the expression ‘whole or any part of the relevant income’ in Section 164 of the Act, lends a meaning that denial of entire exemption is not contemplated in Section 13 of the Act and that is why the amendment to section 13(1)(c)/(d) of the Act was brought wef 01 April 2023, 2023-24. Here, the benefit passed on to the persons referred to in section 13(3) of the Act on transfer of shares along with the control & management of the appellant company is manyfold than the surplus of the appellant company. Therefore, we are of the considered view that the Ao has rightly denied the exemption on all income of the appellant assessee. The appellant assessee has also requested for working out the income in accordance with the provisions of section 28 to 44DB of the Act. But we are not convinced with the said argument on simple reasoning of consistency as it will have cascading effect on income in preceding years also. In view of the proviso to section 164(2) and Circular No.387, dt.06.07.1984, issued by the CBDT, we are of the considered view that the AO is justified in taxing the income at maximum marginal rate. See Charanjiv Charitable Trust [2014 (3) TMI 760 - DELHI HIGH COURT] and Audyogik Shikshan Mandal [2018 (12) TMI 1344 - BOMBAY HIGH COURT] Assessee appeal dismissed. The core legal questions considered in this judgment revolve around the denial of exemption under section 11 of the Income Tax Act, 1961 (the Act) to an assessee company engaged in charitable activities, specifically concerning:(a) Whether the transfer of shares and related cash transactions between erstwhile and present shareholders of the assessee company attract the disqualification provisions under sections 13(1)(c), 13(2), and 13(3) of the Act, thereby justifying denial of exemption under section 11.(b) Whether the Assessing Officer (AO) was justified in initiating proceedings under section 153C of the Act based on seized documents from a search conducted on related entities.(c) Whether the AO erred in taxing the income of the assessee at the maximum marginal rate under section 164 of the Act.(d) Whether the AO ought to have computed the income of the assessee as business income under normal commercial principles and applied provisions of section 11(4) accordingly.Issue-wise Detailed Analysis:1. Applicability of Sections 13(1)(c), 13(2), and 13(3) to Share Transfer and Cash TransactionsRelevant legal framework and precedents: Sections 11 and 12 provide exemption from income tax for income derived from property held under trust for charitable or religious purposes, subject to restrictions under section 13. Section 13(1)(c) disallows exemption if any part of the income or property is used directly or indirectly for the benefit of specified persons listed under section 13(3), including founders and substantial contributors. Section 13(2) enumerates specific instances constituting such benefit, including transactions involving shares or property at more or less than adequate consideration.Precedents referenced include the Delhi High Court ruling in Span Foundation, which emphasized adequacy of consideration as the key test for benefit derived by interested persons, and the Tribunal decision in Chandarkala Somani Charitable Trust interpreting 'benefit' as a real, pecuniary advantage.Court's interpretation and reasoning: The Court examined seized documents evidencing transfer of 100% shares of the assessee company from the Farooqi group to the Alchemist group at a declared consideration substantially lower than the agreed price. The difference, amounting to approximately Rs. 24.92 crore, was paid in cash outside the books. The Court held that this cash payment constituted an indirect benefit to the specified persons under section 13(3), as the property of the institution was effectively transferred through the share transfer, conferring substantial pecuniary advantage to the erstwhile shareholders.The Court rejected the assessee's contention that the shares were not property of the company and that the cash transactions were independent between shareholders, holding that the assessee company was a party to the transaction as evident from the receipt signed on behalf of the company and promoters.Key evidence and findings: The seized receipt dated 08.02.2013 signed by a promoter on behalf of the company and shareholders acknowledging cash receipt as part consideration for share transfer; share purchase agreement dated 28.11.2012 showing total consideration of Rs. 45.5 crore; ledger accounts of KDS Corporation reflecting only Rs. 20.57 crore; and the search and seizure operation uncovering incriminating documents linking the assessee to the Alchemist group.Application of law to facts: The Court applied the provisions of section 13 to hold that the indirect benefit derived by specified persons through undisclosed cash payments and transfer of control violated the conditions for exemption under section 11.Treatment of competing arguments: The assessee argued that no income or property was transferred to specified persons under section 13(3), that the share transfer was between independent persons, and that the company itself was not a party to cash transactions. The Court found these arguments unconvincing given the documentary evidence and the nature of the transactions.Conclusion: The Court upheld the AO's and CIT(A)'s findings that the provisions of section 13(1)(c), 13(2), and 13(3) were attracted, justifying denial of exemption under section 11.2. Validity of Initiation of Proceedings under Section 153CRelevant legal framework and precedents: Section 153C allows assessment proceedings against a person other than the one searched if seized assets/documents pertain to that person. The AO must record satisfaction that the seized material has bearing on the income of the other person. The Delhi High Court in M/s RRJ Securities held that while detailed quantification is not required at the satisfaction stage, there must be a prima facie connection between seized documents and the income of the assessee.Court's interpretation and reasoning: The AO recorded satisfaction noting seized documents from the Alchemist group premises pertained to the assessee company, including shareholding and financial details. The Court found the AO's satisfaction note sufficient to initiate proceedings under section 153C, as the seized receipt and ledger accounts indicated undisclosed income relevant to the assessee.Key evidence and findings: The AO's satisfaction note, seized annexures detailing shareholding and company financials, and the receipt evidencing cash payment outside books.Application of law to facts: The Court held that the AO complied with legal requirements for recording satisfaction under section 153C, and the seized documents had a bearing on the income of the assessee for the relevant years.Treatment of competing arguments: The assessee contended that the AO failed to quantify or elaborate on undisclosed income at the satisfaction stage. The Court clarified that such detailed quantification is not required at this stage.Conclusion: The initiation of proceedings under section 153C was valid and justified.3. Taxation of Income at Maximum Marginal Rate under Section 164Relevant legal framework and precedents: Section 164 mandates that where any part of relevant income is not exempt under section 11 or 12, tax shall be charged on the whole or part of that income at the maximum marginal rate. Circular No. 387/1984 and decisions in Charanjiv Charitable Trust and Audyogik Shikshan Mandal support taxing entire income at maximum marginal rate where exemption is denied due to violation of section 13.Court's interpretation and reasoning: The Court noted that the benefit derived by specified persons far exceeded the surplus income shown by the assessee. Hence, denial of exemption on the entire income and taxing it at maximum marginal rate was justified. The Court rejected the assessee's request to compute income under normal business income provisions (sections 28 to 44DB) to avoid cascading effects on prior years.Key evidence and findings: The disproportionality between the cash benefit to specified persons and the surplus income of the assessee, and the legal provisions mandating maximum marginal rate taxation in such cases.Application of law to facts: The Court applied section 164 and relevant circulars to uphold the AO's tax treatment.Treatment of competing arguments: The assessee's contention that income should be computed as business income was dismissed on grounds of consistency and legal mandate.Conclusion: Taxation at maximum marginal rate was upheld.4. Computation of Income as Business Income and Applicability of Section 11(4)Relevant legal framework: Section 11(4) deals with income from business carried on by a trust or institution for charitable purposes, allowing exemption subject to conditions.Court's reasoning: The Court found no merit in the contention that income should be computed as business income under section 11(4) because the primary issue was denial of exemption under section 13 due to benefit to specified persons. Allowing computation under business income provisions would contradict the fundamental disqualification under section 13.Conclusion: The Court did not accept the claim for business income computation under section 11(4).Significant Holdings:'Since 100% of the property of the institution is indirectly being transferred and, in such transfer, the specified persons u/s 13(3) are obtaining a huge benefit of Rs. 24.92 Cr. in cash, which is not disclosed in the accounts, such specified persons u/s 13(3) are indirectly, if not directly, deriving a benefit by using the property of the Institution.''The said transaction attracts the provisions of section 13 leading to denial of exemption of u/s 11.''The AO is only required to conclude that the assets/documents handed over to him by the AO of the searched person represent or indicate any undisclosed income of the assessee under his jurisdiction.''The benefit derived by both transferors and transferees of shares of the appellant company in accordance with the provisions of sections 50CA and 56(2) of the Act as discussed above including the benefit from transfer of control & management of the appellant company is exclusively due to the net worth and intangible asset of the appellant assessee.''The AO is justified in taxing the income at maximum marginal rate.'Core principles established include that indirect benefit to specified persons through undisclosed cash transactions related to share transfers of a charitable institution's property attracts disqualification under section 13, justifying denial of exemption under section 11; that the AO's satisfaction for initiating proceedings under section 153C requires only prima facie connection; and that denial of exemption under section 13 mandates taxation at the maximum marginal rate under section 164.Final determinations on each issue are:(i) The denial of exemption under section 11 on grounds of violation of section 13 is upheld.(ii) The AO's initiation of proceedings under section 153C is valid.(iii) The income is taxable at maximum marginal rate under section 164.(iv) The claim for income computation as business income under section 11(4) is rejected.