Capital reduction and share buy-back are distinct transactions...

Capital reduction and share buy-back are distinct transactions under company and income-tax law: direct cancellation under a sanctioned capital-reduction scheme cannot be recharacterised as a buy-back where the statutory extension did not cover capital reduction. Accordingly, buy-back tax and related interest were deleted. Interest on borrowings used for commercially expedient capital restructuring was allowable because the borrowing served business purposes and did not create an asset or enduring benefit. Interest on compulsorily convertible debentures was also allowable; the instruments retained debt character until conversion, and an extended source-of-source inquiry was inapplicable to the foreign investor transaction. Property management fees and excess common-area maintenance collections were likewise accepted where commercially justified and contractually refundable or adjustable.

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