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2025 (5) TMI 273 - AT - Income TaxCapital introduction by the assessee into the partnership firm - concept of beneficial ownership versus legal ownership - funds were routed through a joint bank account held by the partners and not through a bank account in the firm s own name - Addition u/s 69 - unexplained investment - onus to prove - assessee claimed that the capital introduced in the firm came from mutual fund redemptions and unsecured loans received from family members and other related parties. HELD THAT - As the concept of beneficial ownership while the bank and DEMAT accounts may be in the legal names of individual partners the beneficial owner of the funds and securities therein is the partnership firm. The assessee has demonstrated that the amounts credited in the joint bank account were introduced in the books of the firm as capital which were accepted and disclosed in the audited financials. Further the firm s audited accounts for three consecutive years reflect the said bank account as belonging to the firm. There is no material on record brought by the AO to rebut this treatment or to establish that the said funds were used for personal purposes of the individual account holders. The identity and creditworthiness of the creditors and genuineness of the transactions remain unchallenged by the Revenue. Thus the fact that the firm used the partner s bank account as a conduit for receiving capital does not in our view vitiate the nature of the transaction. The law recognizes the distinction between legal and beneficial ownership particularly in the context of partnerships where the firm is not a separate juristic person distinct from its partners. Assessee has duly discharged the onus of proving the nature and source of the capital introduced in the firm. The addition made by the AO and sustained by the CIT(A) is based on a narrow interpretation of ownership and overlooks the reality of beneficial ownership and the practical constraints faced by partnership firms. Therefore the addition made u/s 69 is not sustainable and is liable to be deleted. Assessee appeal allowed.
1. ISSUES PRESENTED and CONSIDERED
The core legal questions considered by the Tribunal in this appeal are:
2. ISSUE-WISE DETAILED ANALYSIS Issue 1: Treatment of Capital Introduction as Unexplained Investment under Section 69 of the Act Relevant Legal Framework and Precedents: Section 69 of the Income Tax Act empowers the AO to treat any sum found credited in the books of an assessee as income if the assessee fails to satisfactorily explain the nature and source of such sum. The burden lies on the assessee to establish the genuineness and source of funds introduced as capital. The law recognizes the distinction between legal ownership and beneficial ownership, especially in the context of partnership firms which are not separate juristic persons distinct from their partners. Court's Interpretation and Reasoning: The Tribunal examined whether the routing of capital through a joint bank account held in the names of two partners, rather than a bank account in the firm's name, could justify treating the capital as unexplained investment. The Tribunal emphasized the functional and legal realities of partnership firms, noting that the partnership deed explicitly authorizes partners to open bank and DEMAT accounts in their names for and on behalf of the firm. It was observed that under the regulatory framework of NSDL and CDSL, partnership firms cannot open DEMAT accounts in their own names, necessitating accounts in partners' names. Key Evidence and Findings: The assessee produced the partnership deed (Clause 11), audited financial statements for three consecutive years showing the joint bank account as belonging to the firm, confirmations from creditors, PAN details, bank statements, and proof of source of unsecured loans. The AO did not bring any material to rebut these documents or to establish that the funds were used for personal purposes by the individual account holders. The CIT(A) had earlier held that it was implausible for the firm to have no bank account of its own and to carry out transactions through a joint account, but the Tribunal found this reasoning to be narrow and not supported by the partnership deed or regulatory constraints. Application of Law to Facts: The Tribunal applied the principle of beneficial ownership, recognizing that although the accounts were legally held by individual partners, the beneficial ownership of the funds and securities was vested in the partnership firm. The assessee's explanation and documentary evidence sufficiently established the source and genuineness of the capital introduced. The Tribunal held that the use of the partners' joint account as a conduit for capital introduction does not vitiate the nature of the transaction or justify treating it as unexplained investment under section 69. Treatment of Competing Arguments: The Revenue contended that the capital introduction was unexplained because the funds were not routed through the firm's own bank account and that the documents produced before the Tribunal were not placed before the AO or CIT(A). The Departmental Representative suggested remanding the matter for verification of new documents. The Tribunal rejected this, holding that the partnership deed and the audited accounts were part of the record and that the AO had not recorded any adverse findings on the genuineness of the capital or the use of the joint bank account in the firm's assessment. Conclusions: The Tribunal concluded that the addition under section 69 was based on a narrow and incorrect interpretation of ownership and failed to consider the practical realities and legal provisions governing partnership firms. The assessee had discharged the onus of proving the source and genuineness of the capital introduced, and therefore, the addition was not sustainable. 3. SIGNIFICANT HOLDINGS The Tribunal held:
The core principle established is that in the context of partnership firms, the legal ownership of bank and DEMAT accounts may rest with individual partners due to regulatory or partnership deed provisions, but beneficial ownership lies with the firm. Consequently, funds routed through such accounts, when adequately explained and documented, cannot be treated as unexplained investments under section 69 of the Act. Accordingly, the Tribunal allowed the appeal and deleted the addition of Rs. 2,78,14,620/- made under section 69 of the Act.
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