2025 (8) TMI 1378 - AT - Income Tax

Assessee not a TDS defaulter under s.201(1)/201(1A) for lump-sum loan purchases; no liability under s.194A

ITAT MUMBAI - AT held that the assessee was not a defaulter under s.201(1)/201(1A) for failing to deduct TDS under s.194A on payments made for purchase of ... TDS u/s 194A - Assessee in default within the meaning of section 201(1)/201(1A) - failure to deduct the withholding tax at 10% in respect of accrued interest on ICDs and term loan under the provisions of section 194A and accrued interest on NCDs u/s 193 of the Act - assessee submitted that it has acquired the loans in the course of its business and the payment made to the transferors is the purchase consideration for acquiring the right to receive the principal along with interest from the debtor at maturity HELD THAT:- As per the assessee, the payment made by the assessee to the transferors, viz. Piramal Enterprises Ltd and Piramal Capital and Housing Finance Ltd, towards purchase of loans (including NCDs, ICDs and term loans) is the purchase consideration for acquiring the right to receive the principal along with interest from the debtor at maturity and no part of the consideration can be termed as “interest” paid by the assessee to the transferors. Thus, as per the assessee, the consideration paid is a lump sum towards the assets taken, comprising loans, NCDs and accrued interest till the date of transfer, and the same does not bring into existence a relationship of borrower-lender between the transferors and the assessee. We find that a similar issue came up in the case of assessee’s sister concern in Piramal Capital and Housing Finance Ltd [2025 (1) TMI 1165 - ITAT MUMBAI] as held we accept the contention of the Appellant that in absence of any moneys borrowed or debt incurred, payments made by the Appellant to PEL in excess of the principle value of the ICDs/NCDs/Term Loans recorded in the books of accounts of PEL cannot be regarded a 'interest'/interest on securities' as defined in Section 2(28A)2(28B). Thus Addl./Joint CIT(A) correctly held the assessee to be not under an obligation to deduct tax at source under section 194A - Appeal by the Revenue is dismissed. ISSUES PRESENTED AND CONSIDERED 1. Whether amounts paid as lump-sum consideration for acquisition of loans/NCDs/ICDs/term loans that include accrued interest attract obligation to deduct tax at source under section 193/section 194A read with section 2(28A) of the Income Tax Act. 2. Whether the existence of accrued interest in the purchase price creates a borrower-lender relationship between the transferee purchaser and the transferor seller such as to render the purchaser 'person responsible for paying any income by way of interest' and thus liable to deduct TDS under section 193/194A. 3. Whether tax deduction obligation can be fastened on a purchaser where interest had already been credited in the books of the original borrower/recipient and TDS (if any) had been or could have been discharged at that earlier stage. ISSUE-WISE DETAILED ANALYSIS Issue 1 - Applicability of sections 193/194A to lump-sum purchase consideration that includes accrued interest Legal framework: Sections 193 and 194A impose TDS obligations on any person responsible for paying interest on securities or interest (other than interest on securities) respectively, to a resident; section 2(28A) defines 'interest' as interest payable in respect of moneys borrowed or debt incurred and includes service fees/charges in respect of borrowed moneys or credit facilities. Precedent treatment: The Tribunal followed earlier coordinate-bench decisions which held that payments that are consideration for acquisition of loan assets (including accrued interest) do not automatically qualify as 'interest' for TDS purposes where no moneys were borrowed or debt was incurred by the payer; similar reasoning applied in decisions treating intermediary/arranger fees and retained interest under assignment structures as non-interest. Interpretation and reasoning: The Court analyzed the statutory definition and concluded that the essential characteristic of 'interest' is that it must be payable in respect of money borrowed or debt incurred. A lump-sum purchase price for loan assets, even if it includes an element representing accrued interest, constitutes consideration for acquiring the right to receive future payments from the borrower rather than a payment of interest by a borrower to a lender. In such cases the payer has not borrowed money nor incurred debt vis-à-vis the transferor; thus the price component cannot be treated as 'interest' within section 2(28A). Ratio vs. Obiter: Ratio - where payment is consideration for purchase of loan assets and there is no borrowing or debt incurred by the purchaser, the element of accrued interest in the purchase price does not attract sections 193/194A. Obiter - observations on varied fact patterns (e.g., assignment with tripartite arrangements where liability/crediting differs) that were noted but not necessary to decide the present appeal. Conclusions: Sections 193/194A do not apply to lump-sum purchase consideration that includes accrued interest where the payer has not borrowed money or incurred debt; therefore no obligation to deduct TDS arises on such payments in the stated facts. Issue 2 - Requirement of borrower-lender relationship or 'moneys borrowed or debt incurred' to fasten TDS liability Legal framework: Section 2(28A) links 'interest' to moneys borrowed or debt incurred; section 194A/193 impose withholding where a person is 'responsible for paying' such interest. Precedent treatment: The Tribunal relied on coordinate-bench rulings which emphasized that the existence of a borrowing/debt relationship is a precondition for classifying a payment as 'interest' and for imposing TDS on a payer who is not the original borrower. Decisions distinguishing arranger/intermediary payments and assignments where the purchaser did not assume borrower status were followed. Interpretation and reasoning: The Court found that the purchaser stepped into the position of assignee of the right to receive amounts from the true borrower but did not, by paying the purchase consideration, incur debt or become a borrower vis-à-vis the transferor. The absence of a statutory or contractual obligation on the purchaser to discharge the borrower's obligation towards the transferor meant the purchaser could not be treated as the person 'responsible for paying' interest within the meaning of TDS provisions. The decision stresses substance over form: character of the payer's obligation (borrowing/debt) is decisive, not merely the label of the paid component as 'accrued interest.' Ratio vs. Obiter: Ratio - withholding obligations under sections 193/194A require the payer to be responsible for paying interest in respect of moneys borrowed or debt incurred; absent such a relationship, TDS cannot be fastened on the purchaser. Obiter - commentary on potential consequences where contractual arrangements impose payment obligations was ancillary. Conclusions: The existence of accrued interest in the purchase consideration does not create a borrower-lender relationship sufficient to attract sections 193/194A unless the payer has in fact borrowed money or incurred debt giving rise to an obligation to pay interest. Issue 3 - Effect of prior crediting/deduction of TDS at the borrower/original payer's end on subsequent withholding by purchaser Legal framework: Sections 193/194A require deduction at time of credit or payment, whichever is earlier; double withholding on the same income is inconsistent with the statutory scheme. Precedent treatment: Coordinate-bench rulings accepted that where interest income had already been credited to the recipient in the books of the original payer (borrower) and TDS obligations were triggered and discharged at that earlier stage, a subsequent payment by a purchaser of loan assets should not again trigger TDS on the same income. Interpretation and reasoning: The Court accepted that the statutory trigger is credit or payment, whichever occurs earlier. Where accrued interest had already been credited in the books of the recipient (transferor) and the borrower had been the person responsible for paying such interest, the TDS obligation had already been engaged. To allow another withholding on the purchaser's subsequent payment would result in double taxation at source contrary to the statutory mechanism. The Court thus treated prior triggering and compliance as dispositive for whether a later payment attracts TDS. Ratio vs. Obiter: Ratio - where the interest element has already been credited and TDS obligations have been triggered/fulfilled at that earlier stage, subsequent payment by an assignee/purchaser does not re-trigger sections 193/194A. Obiter - observations on proofs required to demonstrate earlier compliance. Conclusions: If interest income was earlier credited to the payee and the statutory duty to deduct TDS was triggered/complied with by the original payer, the purchaser's subsequent payment of the same amount does not attract fresh withholding under sections 193/194A. Cross-references and combined application The Court applied the above principles conjunctively: where (a) the purchaser did not borrow moneys or incur debt vis-à-vis the transferor, and (b) interest had already been credited/deduction obligations (if any) could be said to be triggered at the earlier stage, the purchaser is not a 'person responsible for paying' interest and therefore not liable to deduct TDS under sections 193/194A. The coordinate-bench precedents were followed on these points. Final conclusion The Tribunal upheld the appellate authority's conclusion that payments made as consideration for acquisition of loan assets (including accrued interest) did not attract withholding under sections 193/194A on the facts before it; the Revenue's grounds were dismissed. This holding is the operative ratio of the decision for the factual matrix considered.