2025 (10) TMI 203 - AT - Income Tax

Goodwill paid for purchased business and distribution rights allowed as depreciable asset; revenue cannot reassess adequacy once nexus proved

ITAT (DELHI - AT) upheld the tribunal below and dismissed the revenue's appeal, holding that goodwill recognised on purchase of business and ... Depreciation of Goodwill - Assessee has purchased the business of another entity - nexus between the consideration paid by the Assessee and the acquisition of assets and rights HELD THAT:- It is not the case of the Department that the good-will is generated, but admittedly the Assessee purchased the goodwill from other Company. The good-will has been generated, in the instant case at the hands of the Assessee due to the sale transaction of the distribution ship and marketing rights from M/s Elcon System Pvt. Ltd., the Assessee has recognized the good-will amounting to Rs. 22.50 crore in accordance with the generally accepted accounting principles in India. The nexus between the consideration paid by the Assessee and the acquisition of assets and rights have been substantiated by the Assessee during the assessment proceedings and the same has been accepted by the A.O. Once the nexus has been established by the Assessee, then the adequacy of the consideration cannot be challenged as held in the case of CIT vs. Dalmia Cement (B) Ltd. [2001 (9) TMI 48 - DELHI HIGH COURT]. Revenue cannot justify claim to put itself in the Arm-chair of the businessman or in the position of the Board of Directors and assume the role to decide how much is the reasonably expenditure having regard to the circumstances of the case. Apart from the above, it is also undisputed fact that the claim of depreciation of good-will has been accepted and allowed by the Department to the Assessee for AY 2017-18, 2018-10, 2019-20 and 2020-21. No error or infirmity in the order of the Ld. CIT(A) in deleting the disallowance made by the AO on account of depreciation on good-will accordingly, we dismiss the Grounds of Appeal of the Revenue. ISSUES PRESENTED AND CONSIDERED 1. Whether depreciation claimed on goodwill arising from payment in excess of net tangible assets pursuant to purchase of distributorship and marketing rights is allowable under the Income Tax Act. 2. Whether the Revenue can disallow depreciation on such goodwill where the assessee has established nexus between consideration paid and acquisition of assets/rights but the amount of consideration appears high. 3. Whether failure to produce specific documentary evidence of acquisition/ownership, as alleged by the Revenue, justifies sustaining the disallowance. 4. Whether the delay in filing the appeal by the Revenue should be condoned in view of Covid-19 related directions and applicable judicial precedents on limitation. ISSUE-WISE DETAILED ANALYSIS Issue 1 - Allowability of depreciation on goodwill acquired on purchase of business/rights Legal framework: Depreciation is allowable under the Act on assets that qualify as depreciable intangible assets; accounting treatment and classification of payment in excess of net tangible assets as goodwill is relevant to tax treatment. Precedent treatment: The Court considered Delhi High Court decisions treating goodwill arising on acquisition of a business as an intangible asset that can represent commercial rights, distribution/marketing territory know-how and other contractual rights (notably authorities recognizing that consideration in excess of net tangible assets can properly be classified as goodwill and treated similar to other intangible assets for accounting/tax purposes). The Tribunal decisions relied upon by the Assessing Officer which disallowed such depreciation (from other Benches) were considered but not followed on the facts. Interpretation and reasoning: The Tribunal analysed the nature of the payment - payment for distributorship and marketing rights acquired from the seller - and accepted the assessee's accounting classification of excess consideration as goodwill in accordance with generally accepted accounting principles and relevant accounting standards. The Court emphasised that where the purchase consideration and the nexus to identifiable assets/rights is established, the characterisation of the excess as goodwill is permissible. The Court also applied the principle that Revenue cannot substitute its commercial judgment for that of the purchaser or decide the reasonableness of the price paid where nexus and acquisition are proven. Ratio vs. Obiter: Ratio - Where an assessee acquires distribution and marketing rights (a going concern or business rights) and pays consideration in excess of net tangible assets, such excess, properly classified as goodwill under accepted accounting principles and supported by evidence of nexus to the acquired rights, constitutes an intangible asset on which depreciation may be allowable under the Act. Obiter - General observations about accounting standards' treatment of goodwill as neither a typical asset nor immediate loss in value were explanatory. Conclusion: Depreciation on the goodwill recognised by the assessee in respect of purchased distributorship and marketing rights was allowable; the disallowance by the Assessing Officer was not sustained and the Tribunal upheld the appellate authority's deletion of the addition. Issue 2 - Challenge to adequacy/quantum of consideration paid and Revenue's role Legal framework: Tax authorities may examine genuineness and nexus of transactions but do not have authority to re-assess commercial decisions of purchasers; established principle that once nexus between consideration and acquisition of assets/rights is established, the adequacy of consideration cannot be re-determined merely on Revenue's view. Precedent treatment: The Tribunal relied on the principle from higher judicial decisions that Revenue cannot sit in the armchair of the businessman or board to determine reasonable expenditure; where nexus is established, the quantum is not to be judicially revised by tax authorities. Interpretation and reasoning: The Court found that the Assessing Officer accepted the nexus in assessment proceedings and the assessee substantiated acquisition of distributorship and marketing rights. Given acceptance of nexus and established accounting treatment, Revenue's contention as to excessiveness of consideration could not justify denial of depreciation. Ratio vs. Obiter: Ratio - Acceptance of nexus between consideration and acquisition precludes Revenue from disallowing depreciation merely on grounds of perceived excess payment. Obiter - Remarks on commercial judgment and arm-chair reassessment are illustrative of principles limiting Revenue's inquiry. Conclusion: The Revenue's challenge to adequacy of consideration fails where nexus and acquisition are satisfactorily proven; the disallowance cannot be sustained on that basis. Issue 3 - Effect of alleged failure to produce evidence of acquisition/ownership Legal framework: Burden lies on the assessee to substantiate its claim; however, the standard is proof of nexus and acquisition rather than a technical requirement of specific documents if acceptable evidence has been placed on record and accepted in assessment. Precedent treatment: The Tribunal referenced authorities recognising intangible nature of goodwill where purchase consideration exceeds net tangible assets and that such classification is acceptable when supported by appropriate evidence. Interpretation and reasoning: The Tribunal observed that the assessee produced the purchase agreement and documentary evidence of payment and that the Assessing Officer had accepted the nexus during assessment. There was no contention that goodwill was internally generated; rather it was purchased. Given the acceptance of acquisition and nexus, the asserted failure to produce additional evidence did not sustain the disallowance. Ratio vs. Obiter: Ratio - Where tangible evidence of acquisition and nexus is produced and accepted by the Assessing Officer, alleged non-production of additional documents does not warrant denial of depreciation on purchased goodwill. Obiter - Comments on types of evidentiary material that typically substantiate such acquisitions are illustrative. Conclusion: The assessee sufficiently proved acquisition and ownership such that depreciation on goodwill could be allowed; absence of further documents did not justify the addition. Issue 4 - Condonation of delay in filing appeal Legal framework: Judicial directions and rulings relating to limitation during Covid-19 and liberal application of condonation principles were applied by the Tribunal in considering the Revenue's application. Precedent treatment: The Tribunal applied the Supreme Court's directions in the Suo-moto writ (Covid-19 limitation relief) and adopted a liberal approach to condonation consistent with those directions. Interpretation and reasoning: The Tribunal accepted the Revenue's explanation that Covid-19 related constraints caused the delay and, applying the Supreme Court direction and a liberal approach, condoned the total delay of 536 days in filing the appeal. Ratio vs. Obiter: Ratio - Delay occasioned by Covid-19 related disruptions, when presented with explanation consistent with judicial directions, can be condoned; the Tribunal applied the established judicial guidance. Obiter - None significant beyond application to facts. Conclusion: The delay in filing the appeal was condoned and the appeal was admitted for adjudication; however, on merits the Revenue's appeal was dismissed.