2024 (3) TMI 1457 - HC - Income Tax

Revision u/s 263 - exemptions claimed u/s 54F and the long term capital gains obtained from the sale of shares - main charge of the Ld. PCIT in the impugned order is that sale consideration of the shares has been inflated for the reason that the land owned by the said company has been valued at a very higher rate based on Valuation Report. HELD THAT - ITAT correctly held claim of exemption u/ s 54F from of long term capital gain tax i.e. first long term capital gain has to be assessed or worked out in the manner provided in section 48 and then the resultant long term capital gain would be subjected to tax u/s 45. The statute then provides exemption from long term capital gain tax can be availed by an assessee if he invests the long term capital gain in the manner given in section 54 to 54EC. Here in this case the Ld. CIT is trying to hold that the long term capital gain shown by the assessee is more and therefore deduction or exemption claimed u/s 54F has been inflated. This perhaps is not the correct approach because first of all he has to give a definite finding as to why long term capital gain u/s 40A is not correct and then he can tinker with the exemption provision. As we have already held above the Ld. PCIT could not have substituted the full value of consideration received which has been agreed by the parties in the agreement wherein one party is selling the capital asset and other party is purchasing such an asset. The full value of the consideration received has to be reckoned from the price and the value of the consideration received or accrued which cannot be tinkered under the then existing provision of law. Accordingly set aside the impugned order passed u/s 263 and uphold the order of the assessment order and the computation of long term capital gain and consequently exemption u/s 54F. In the result appeal of the assessee is allowed.

Summary

The core legal questions considered by the Court revolve around the correctness and scope of revisionary powers exercised under Section 263 of the Income Tax Act, 1961, specifically:

• Whether the Principal Commissioner of Income Tax (PCIT) was justified in setting aside the Assessment Order on the ground that the assessee had inflated the sale consideration of shares for claiming exemption under Section 54F.
• Whether the full value of consideration received on transfer of shares can be substituted by the fair market value for the assessment year 2012-13, prior to the introduction of Section 50CA.
• The proper interpretation and application of Sections 48, 50CA, and 54F of the Income Tax Act in the context of valuation of shares and computation of long-term capital gains.
• The conditions precedent for invoking revisionary powers under Section 263, particularly the twin conditions that the assessment order must be erroneous and prejudicial to the interests of the revenue.

Issue-wise Detailed Analysis:

1. Legality of Revisionary Action under Section 263:

The legal framework under Section 263 empowers the Commissioner to revise an assessment order if it is found to be erroneous and prejudicial to the interests of the revenue. The Court referred to settled principles, including the Supreme Court ruling in Malabar Industrial Co. Ltd. vs. CIT, establishing that both conditions-error in the order and prejudice to revenue-must coexist for jurisdiction to be invoked.

The PCIT's revision was premised on the allegation that the assessee inflated the sale consideration of shares, thereby inflating long-term capital gains and claiming undue exemption under Section 54F. However, the ITAT found that the PCIT failed to demonstrate that the assessment order was erroneous or that the transaction was sham or bogus. The Court emphasized that the mere suspicion or doubt about valuation does not suffice to impugn the assessment order.

The Court upheld the ITAT's reasoning that the PCIT could not substitute the full value of consideration received with a lower fair market value without material evidence showing the transaction was not genuine or was undervalued.

2. Applicability of Section 50CA and Valuation of Shares:

Section 50CA, introduced with effect from 1 April 2018, provides a deeming fiction that if the consideration received on transfer of shares is less than the fair market value determined as per prescribed rules (Rule 11UA), then the fair market value shall be deemed to be the full value of consideration for capital gains computation.

In this case, the transaction pertained to Assessment Year 2012-13, preceding the introduction of Section 50CA. The PCIT attempted to apply a valuation adjustment akin to Section 50CA principles, substituting the agreed sale consideration with a purportedly inflated fair market value based on a valuation report of the land owned by the company.

The ITAT and the Court rejected this approach, holding that prior to the introduction of Section 50CA, the full value of consideration was to be taken as the amount actually received or accruing as per the sale agreement, as mandated by Section 48. The Court noted that the valuation report and the higher land value did not justify substituting the agreed sale price, especially in the absence of evidence that the transaction was not bona fide.

The Court underscored that Section 48 explicitly requires computation of capital gains based on the full value of consideration received or accruing, and no provision allowed substitution by fair market value for the relevant assessment year.

3. Computation of Long-Term Capital Gains and Claim of Exemption under Section 54F:

The assessee claimed exemption under Section 54F, which provides relief from long-term capital gains tax if the gains are invested in specified assets. The PCIT's objection was that the exemption was inflated because the sale consideration and thus the capital gains were overstated.

The Court clarified that the exemption under Section 54F can only be applied after the correct computation of long-term capital gains under Section 48 and chargeability under Section 45. Since the full value of consideration was correctly accepted as per the sale agreement, the subsequent exemption claim could not be invalidated on the ground of inflated gains.

The Court emphasized that the PCIT needed to first establish that the capital gains computation was incorrect before challenging the exemption claim. Without such a finding, the revisionary action was unsustainable.

4. Evidence and Findings Regarding Valuation:

The PCIT relied on a valuation report by a Government Approved Registered Valuer, which valued the land at Rs. 1,17,000 per square meter, resulting in a much higher valuation of the company's assets than reflected in the books of accounts. The PCIT reasoned that this indicated the sale consideration was inflated.

However, the Court noted that the sale agreement and bank statements demonstrated receipt of the consideration amount as declared by the assessee. The purchaser was a reputed company specializing in industrial gas systems, lending credibility to the transaction. No material evidence suggested the transaction was sham or the price artificially inflated.

The Court held that the valuation report alone could not override the actual consideration agreed upon by the parties in the absence of any evidence to the contrary.

Treatment of Competing Arguments:

The PCIT's argument centered on the higher valuation of land and the resulting inflated capital gains, seeking to apply a valuation-based substitution akin to Section 50CA. The assessee countered by relying on the actual sale agreement, bank statements, and the legal position that Section 50CA was not applicable for the relevant year.

The ITAT and the Court sided with the assessee, emphasizing the statutory mandate to accept the full value of consideration received unless the transaction is shown to be sham or undervalued under applicable provisions. The PCIT's attempt to revise the order without meeting these conditions was rejected.

Significant Holdings:

"The full value of consideration received or accruing cannot be substituted either by fair market value or otherwise at least in the assessment year 2012-13, because the provision of deeming fiction of substituting the FMV of shares has been brought by way of Section 50CA which has been introduced from w.e.f. 1.4.2018 i.e., from the A.Y. 2018-19, which provides that, where consideration received or accruing as a result of transfer of a capital assets being shares of a company is less than the fair market value determined in the manner as may be prescribed, then the value so determined shall be for the purpose of section 48 be deemed to be full value of consideration received or accrued as a result of such transfer."

"It is a trite and settled position of law that in order to acquire jurisdiction u/s 263 the Ld. CIT or PCIT has to satisfy himself that the assessment order passed is erroneous in so far as it is prejudicial to the interest of revenue and such twin conditions have to be fulfilled as simultaneously i.e. if order is not erroneous but prejudicial and vice versa, then Ld. CIT/PCIT cannot cancel the assessment order."

"Once the long term capital gain has been arrived u/s 48, then only the issue of exemption u/s 54 or 54F or 54EC, etc. would apply. Thus, the full value of the consideration received from the transfer of shares by the assessee cannot be substituted either by holding that the fair market value is less or the fair market value is more."

The Court concluded that the PCIT's order under Section 263 was not sustainable as the assessment order was neither erroneous nor prejudicial to the revenue. The full value of consideration as per the sale agreement was correctly accepted, and the exemption under Section 54F was rightly allowed. The ITAT's order setting aside the PCIT's revision was upheld, and the appeal was dismissed.