2025 (8) TMI 211 - AT - Income Tax

ITAT Upholds CIT(A) Order Rejecting Addition Under Section 56(2)(vii-b) on Share Valuation Dispute

The ITAT Delhi upheld the CIT(A)'s order, rejecting the Revenue's appeal regarding addition under Section 56(2)(vii-b). The assessee issued fresh shares ... Addition u/s 56(2)(vii-b) - assessee issued fresh share capital of 97200 shares of face value of Rs. 10/- each at premium of Rs. 2562/- each share -‘Angel tax’ - mandated by law to adopt a method of its choice - case of the Revenue that the time gap of nine months in the valuation period casts a shadow of doubt on the affairs of the assessee qua the valuation of shares. As assessee argued provisions of Section 56(2)(vii-b) are invokable only when there is an element of any unaccounted income in the transaction and that in this case shares have been issued to a sister concern - HELD THAT:- The value of the unquoted equity shares investment held by the assessee has been correctly calculated. The order of the ld. CIT(A) is based upon correct understanding and appreciation of the facts of the case and does not require any disturbance at this stage. Accordingly, we sustain the order of ld. CIT(A) and dismiss all the grounds of appeal raised by the appellant Revenue in this appeal. ISSUES: Whether the addition under Section 56(2)(viib) of the Income-tax Act is justified when the fair market value (FMV) of shares issued is determined by adopting the valuation method under Explanation a(ii) of Section 56(2)(viib) and substantiated by valuation certificates.Whether the Assessing Officer can substitute the valuation method adopted by the assessee (valuation of unquoted shares at book value as per audited financials) with a lower valuation based on book value alone for the purpose of computing FMV of shares issued.Whether the provisions of Section 56(2)(viib) apply in the absence of any evidence or presumption of unaccounted income or non-genuine transactions.Whether the valuation of unquoted shares held by the company should be revalued afresh under Rule 11UA, even if the shares are carried at book value in the balance sheet.Whether the time gap between the date of valuation of assets and the date of share issue affects the validity of the FMV adopted. RULINGS / HOLDINGS: The Court held that where the valuation of shares is certified by a Chartered Accountant as fair market value under Rule 11UA and adopted by the company issuing shares, 'there cannot be any difference between the issue price and the Fair Market Value of the shares,' and thus Section 56(2)(viib) is not attracted.The Assessing Officer is not justified in rejecting the valuation of unquoted shares held by the company based on surmises and conjectures or substituting the valuation method prescribed under Rule 11UA with a lower book value method.The provisions of Section 56(2)(viib) are intended to curb unaccounted income ('Angel tax') and do not apply where there is no presumption or evidence of unaccounted money or non-genuine transactions; mere issuance of shares to sister concerns or promoters does not automatically invoke the provision.Valuation of unquoted shares carried in the balance sheet must be revalued afresh as per Rule 11UA(1)(c)(b), and the valuation certificate of the Chartered Accountant valuing the shares of investee companies based on their audited financials is acceptable.The time gap of nine months between the valuation date of assets and the date of share issue does not invalidate the FMV determination where the valuation is supported by credible evidence and valuation certificates. RATIONALE: The Court applied Section 56(2)(viib) of the Income-tax Act, 1961, which taxes the excess consideration received over FMV for issue of shares, with FMV to be determined either by prescribed methods under Rule 11UA or substantiated by the company to the satisfaction of the Assessing Officer based on asset valuation including intangible assets.Rule 11UA prescribes valuation methods including net asset value method and discounted free cash flow method, allowing the assessee to choose the method; the Court recognized the validity of adopting the net asset value method supported by valuation certificates.The Court relied on precedents holding that Section 56(2)(viib) is aimed at curbing black money and does not apply to genuine business transactions with no evidence of unaccounted income.The Court emphasized that valuation of unquoted shares carried in the balance sheet must be revalued afresh under Rule 11UA, as the FMV is to be determined on the date of issue of shares, not merely based on book value.The Court rejected the Assessing Officer's reliance on surmises and non-matching projections to reduce the FMV, holding that such substitution is not permissible absent evidence of mala fide or incorrect valuation.