2025 (9) TMI 32 - AT - Income Tax

Deletion under s.56(2)(viib) upheld as Rule 11UA valuation report valid; AO's liability view misconstrued, appeal dismissed

DCIT, Central Circle-3 (3), Kolkata Versus Orion Abasaan Pvt. Ltd.

DCIT, Central Circle-3 (3), Kolkata Versus Orion Abasaan Pvt. Ltd. - TMI ISSUES PRESENTED AND CONSIDERED 1. Whether the delay in filing the appeal should be condoned where delay is attributed to obtaining administrative approvals and the respondent does not oppose condonation. 2. Whether the addition made by the Assessing Officer under section 56(2)(viib) of the Act in respect of share premium is sustainable where the assessee produced a Fair Market Value (FMV) certificate prepared under Rule 11UA of the Rules. 3. Whether the AO was justified in rejecting the valuation certificate on the ground that liabilities were not considered in computing FMV under Rule 11UA. 4. Whether a de minimis difference between issue price and FMV (Rs. 55.00 v. Rs. 54.97) justifies a partial addition. 5. Whether the departmental appeal is maintainable on the ground that the Assessing Officer was not given an opportunity under Rule 46A of the Rules when no new evidence was produced before the appellate authority. ISSUE-WISE DETAILED ANALYSIS Issue 1 - Condonation of delay Legal framework: Principles governing condonation of delay in filing appeals (administrative/discretionary relief where sufficient cause is shown) and consideration of respondent's stance. Precedent Treatment: No earlier authorities were cited or applied in the text. Interpretation and reasoning: The Tribunal examined the cause of delay (administrative approvals) and the fact that the assessing records reflected a lesser delay than stated in the condonation petition. The respondent did not oppose condonation. In exercise of discretion, considering reasons and non-opposition, the Tribunal condoned the delay and admitted the appeal. Ratio vs. Obiter: Ratio - discretionary condonation where reasonable explanation and non-opposition are present is permissible; Obiter - none additional. Conclusion: Delay condoned and appeal admitted for hearing. Issue 2 - Validity of addition under section 56(2)(viib) vis-à-vis FMV certificate under Rule 11UA Legal framework: Section 56(2)(viib) treats share premium received in excess of FMV as income; Rule 11UA prescribes methods (including net asset value / net worth) for computation of FMV and requires valuation in accordance with prescribed methodology. Precedent Treatment: No prior judicial precedents were invoked by the parties or the Tribunal in the judgment. Interpretation and reasoning: The Assessing Officer added the entire premium on the basis that the valuer purportedly failed to consider liabilities, concluding that book value would be zero/negative. The records, however, contained the ITR and balance sheet (Tax Audit Report) which showed assets, liabilities and net worth; the FMV certificate adopted the net worth (shareholders' funds) method yielding FMV Rs. 54.97 per share. The Tribunal (following the Commissioner (Appeals)'s analysis) compared the two computational approaches - (A) valuer's method: net worth/number of shares; and (B) assets minus liabilities/number of shares - and demonstrated arithmetically that both yield the same net asset value of Rs. 32,98,401 and FMV Rs. 54.97. As the FMV certificate was consistent with Rule 11UA methodology and the AO had the necessary documents to verify figures but failed to do so, the AO's wholesale rejection of the certificate was held to be erroneous. Ratio vs. Obiter: Ratio - where a Rule 11UA certificate computes FMV by net worth and the assessment record contains corroborating balance sheet figures, the FMV so computed is to be accepted unless valid basis to disbelieve the figures is shown; AO's failure to verify figures in possession precludes rejection. Obiter - observations emphasizing equivalence of net worth method and assets-minus-liabilities method as a matter of arithmetic and principle. Conclusion: The addition made under section 56(2)(viib) was not sustainable except to the extent of a minimal difference between issue price and certified FMV; the bulk addition was deleted. Issue 3 - Whether liabilities were omitted from the valuation and whether AO's contrary finding was justified Legal framework: Rule 11UA requires FMV calculation by prescribed methods; net worth equals assets minus liabilities - therefore if valuer uses net worth, liabilities are implicitly accounted for. Precedent Treatment: No precedents cited; reliance placed on documentary comparison and arithmetic equivalence. Interpretation and reasoning: The Tribunal (through CIT(A)'s detailed comparison) found that the valuer did consider liabilities by using net worth; there was no omission. The major liabilities (conversion of group company exposure into shares) were evident on record and the group company's filings were accessible to the AO (including response to s.133(6) in that group company's case). The AO raised no substantive doubt on the existence or genuineness of assets/liabilities. Hence, the AO's assertion that liabilities were not considered was factually incorrect and legally insufficient to reject the FMV certificate. Ratio vs. Obiter: Ratio - a valuer's net worth based FMV implicitly incorporates liabilities; AO must point to specific material discrepancies in figures or their veracity to reject such valuation. Obiter - remarks on availability of group-company records and absence of AO's substantive challenge to liabilities. Conclusion: Valuation certificate correctly accounted for liabilities; AO's rejection on that ground was unsustainable. Issue 4 - De minimis discrepancy between issue price and FMV and resulting partial addition Legal framework: Section 56(2)(viib) requires computation of income as difference between issue price and FMV per share multiplied by shares issued. Precedent Treatment: None cited. Interpretation and reasoning: The certified FMV was Rs. 54.97 per share and issue price was Rs. 55.00 per share. No explanation was furnished by the assessee for the marginal excess of issue price over FMV. The CIT(A) and the Tribunal treated the numerical difference as taxable to the extent of the excess: 19,85,740 shares × (55.00 - 54.97) = Rs. 59,572, and confirmed that modest addition while deleting the balance. Ratio vs. Obiter: Ratio - where issue price exceeds FMV even marginally and no explanation is furnished, the excess is taxable under s.56(2)(viib) to that limited extent. Obiter - characterization of the amount as de minimis but taxable absent explanation. Conclusion: Addition of Rs. 59,572 confirmed; balance of Rs. 8,92,98,728 deleted. Issue 5 - Rule 46A opportunity contention where no new evidence was placed before the appellate authority Legal framework: Rule 46A provides for opportunity to cross-examine adverse witnesses/seek verification when new evidence is produced before the appellate authority. Precedent Treatment: No authorities were cited. Interpretation and reasoning: Revenue contended that AO was not afforded opportunity under Rule 46A. Tribunal observed that no new evidence was produced before the CIT(A); the valuation certificate and balance sheet figures were already part of assessment record. Since there was no fresh material necessitating Rule 46A proceedings, the contention failed. Ratio vs. Obiter: Ratio - Rule 46A protection is triggered only when new evidence is relied upon before the appellate authority; absent new evidence, no fresh opportunity is mandated. Obiter - none additional. Conclusion: Rule 46A contention rejected; departmental appeal dismissed on this ground as well.