2025 (11) TMI 118 - AT - Central Excise

Trade discounts excluded from transaction value for Central Excise duty; department's confirmed duty demands annulled for appellants

Mahanagar Gas Ltd. Versus Commissioner of Central Excise, Mumbai-II

CESTAT, Mumbai (AT) held that trade discounts do not form part of the transaction value for Central Excise duty, following consistent orders by coordinate ... Calculation of Central Excise duty - trade discount should form part of the transaction value, for the purpose of payment of Central Excise duty or not - HELD THAT:- The issue is no more res integra in view of various orders passed by the Co-ordinate Benches of the Tribunal. In MAHANAGAR GAS LIMITED VERSUS COMMISSIONER OF CENTRAL EXCISE MUMBAI – II [2024 (10) TMI 1177 - CESTAT MUMBAI], the order passed by the department for the previous period, in the case of the appellants themselves, the Tribunal has allowed the appeal, holding that trade discount cannot form the part of transaction value. In view of the fact that the issue arising out of the present dispute is no more open for any debate in view of various orders passed by the Tribunal in the case of the appellants themselves for the earlier period, it is oined that different interpretations cannot be placed to decide the appeal differently. Therefore, the impugned orders, upholding confirmation of the adjudged demands on the appellants are set aside. The appeals are allowed in favour of the appellants. ISSUES PRESENTED AND CONSIDERED 1. Whether trade discount (or discount/commission/profit margin by whatever nomenclature) given to bulk purchasers forms part of the transaction value for the purpose of Central Excise duty under Section 4(1)(a) of the Central Excise Act read with Rule 6 of the Valuation Rules. 2. Whether supply of CNG to oil marketing companies (OMCs) through compressors/dispensers installed at OMC depots is a principal-to-principal sale (taxable sale) or a paper/agency arrangement amounting to service or commission. 3. Whether the amended Section 4 (post 1-7-2000) permits different transaction values to different customers based on purely commercial considerations and the consequences of that principle on valuation of the disputed supplies. 4. Whether the technical manner of compression/dispensing (manufacture at multiple compression stations / centralized registration) affects the characterisation of the transaction or valuation for excise purposes. ISSUE-WISE DETAILED ANALYSIS Issue 1: Whether trade discount forms part of transaction value for excise duty Legal framework: Section 4(1)(a) (as amended post July 2000) recognises transaction value as the basis for excise valuation where price is the sole consideration and buyer and seller are not related; Rule 6 of Valuation Rules and pre-existing concepts of admissible deductions/ trade discounts apply. Precedent treatment: The Court relied on Supreme Court authorities holding that trade discounts, however described, are admissible deductions (referred to Perfect Circle and D.C.M. Textiles) and on Tribunal orders in the appellant's own earlier matters and related decisions (including orders addressing BPCL/HPCL) that treated similar discounts as not forming part of transaction value. Interpretation and reasoning: The Tribunal accepts that where the price charged to a purchaser is a mutually agreed commercial price between independent parties and there is no evidence of additional consideration flowing from buyer to seller beyond that price, the discount/commission nomenclature in agreements does not convert the discounted amount into an additional excisable consideration. Documentary evidence (invoices, joint tickets, monthly invoices, VAT payment records) showing sales at the agreed (discounted) price and VAT paid by both parties demonstrates bona fide sale at that transaction value. The Court emphasises that the mere labelling of components of price as commission/profit margin/discount in agreements does not, without evidence of collusion or relatedness, alter the transaction value for excise valuation. Ratio vs. Obiter: Ratio - trade discounts mutually agreed between independent parties are admissible deductions and do not form part of transaction value for excise when evidence shows bona fide sale at the discounted price; Obiter - ancillary observations regarding nomenclature and intent when agreements predate levy are explanatory. Conclusion: Trade discount does not form part of the transaction value for excise duty in the facts presented; demands premised on treating the discount as additional consideration are set aside (cross-ref Issue 3 on amended Section 4 applicability). Issue 2: Characterisation - principal-to-principal sale vs agency/service/ paper transaction Legal framework: Characterisation depends on contractual terms, invoicing practice, privity of contract, who accounts for sales in books, and tax treatment (VAT/sales tax) at both ends; service tax treatment in past disputes (business auxiliary service) is relevant for comparison but not determinative of excise valuation. Precedent treatment: Tribunal's earlier decisions (appellant's own and BPCL/HPCL) concluded that where invoices, joint meter readings, monthly invoicing, payment obligations and independent VAT payments evidence that buyer purchases and resells as principal, the relationship is principal-to-principal and not agency/service. Interpretation and reasoning: The Court examines contractual terms: retail price fixed by seller but payable by buyer reduced by agreed margin/discount; monthly invoices based on joint meter readings; buyer issues cash memos/invoices to ultimate customers and pays VAT on their resale price; both parties account and pay VAT on their respective sales. There is explicit contractual language disallowing OMCs to hold themselves as agents and clauses placing obligations on OMCs as independent sellers. In contrast, bona fide agents (private petrol pumps) issue invoices on behalf of seller, remit proceeds daily, and are paid a fixed commission - facts not present in the OMC arrangements. These indicators demonstrate privity and principal-to-principal sale and negate the department's contention of a paper or service transaction. Ratio vs. Obiter: Ratio - where contractual terms and commercial documentation show independent purchase and resale (privity, invoicing, VAT paid by both), the transaction is principal-to-principal and not an agency/service; Obiter - distinction between different distribution arrangements (OMCs vs PPs) explained for context. Conclusion: The supplies to OMCs are sales between principals; they cannot be recharacterised as services or commission arrangements for excise valuation purposes (cross-ref Issue 1 and Issue 3). Issue 3: Applicability and effect of amended Section 4(1)(a) (post-2000) permitting different transaction values Legal framework: The amended Section 4 (post July 2000) permits valuation on the transaction value actually charged to different customers provided price is the sole consideration, the parties are independent, and the value arises from normal commercial practice; Circular guidance (C.B.E. & C. Circular No. 354/81/2000-TRU) explicates the change. Precedent treatment: Tribunal applied amended Section 4 to permit different transaction values in earlier orders of the same appellant and in related decisions; the judgment relies on those earlier findings as binding on identical factual matrix. Interpretation and reasoning: The Court reasons that the statutory amendment endorses commercial realities where different customers are charged different prices based on market/commercial considerations. Once it is established that the lower price to OMCs arises from bona fide commercial discount to independent buyers and invoices/records substantiate the transaction, there is no basis to impute a uniform notional value or to treat discounts as additional hidden consideration. Historical context - agreements predating levy and use of terms like commission/discount without intent to evade duty - supports acceptance of transaction value as charged. Ratio vs. Obiter: Ratio - amended Section 4 permits acceptance of customer-specific transaction values in valuation for excise when supported by commercial evidence; Obiter - discussion of Circular and policy considerations explaining legislative intent. Conclusion: Amended Section 4 applies and supports acceptance of the discounted transaction values charged to OMCs; demands based on treating the discount as additional excisable consideration are unsustainable (cross-ref Issues 1 and 2). Issue 4: Technical manner of production/dispensing and registration - effect on characterisation/valuation Legal framework: Manufacturing process, location of manufacture, and technical necessity may bear on classification and registration but do not, per se, alter valuation principles where transaction value and privity are established. Precedent treatment: Tribunal observed that compression/dispensing methodology and manufacture at multiple stations justified centralized registrations and were consistent with how CNG is manufactured and dispensed. Interpretation and reasoning: The Court notes technical necessity of on-site compression/dispensing (mother/daughter stations, pressures, cascades) and accepts that manufacture occurs at those compression stations; this supports the commercial structure adopted and does not contradict characterization as sales between independent principals. The technical facts explain business practice and corroborate that the arrangement adopted was commercially and technically requisite rather than artificial to evade duty. Ratio vs. Obiter: Ratio - technical mode of manufacture supports the factual matrix but is not the decisive legal ground for valuation; Obiter - remarks on technical necessity and centralized registration are explanatory. Conclusion: The technical manner of manufacture and dispensing corroborates the commercial reality and does not justify treating trade discounts as additional excisable consideration. Overall Conclusion The appeals are allowed: the Tribunal concludes that (i) trade discounts agreed with independent bulk purchasers do not form part of transaction value for excise duty where bona fide sale at the discounted price is established; (ii) the supplies to OMCs are principal-to-principal sales, not agency or service arrangements; (iii) amended Section 4(1)(a) permits differing transaction values based on commercial considerations; and (iv) technical features of CNG compression/dispensing support the commercial characterisation. Prior Tribunal decisions in the appellant's own matters and relevant Supreme Court authority were followed. The impugned demands are set aside accordingly.