2025 (5) TMI 1425 - HC - Income Tax

Deduction u/s 36 (1) (iii) - shares purchased and held by the appellant of its group companies - shares as stock-in-trade - interest paid in respect of money borrowed for utilisation in the purchase of said shares - HELD THAT - This Court concludes that appellant had intention to do business of trading even in case of shares of M/s Vardhman Polytex Ltd. and does not show its intention to keep the shares of M/s Vardhman Polytex Ltd. as an asset which is apparent from the record as well. Since appellant had been selling the shares of M/s Vardhman Polytex Ltd also at different intervals of time therefore it can safely be concluded that shares of M/s Vardhman Polytex Ltd purchased by the appellant should also be treated as stock-in-trade just like shares of other companies purchased by the appellant and not as an investment. Therefore the substantial questions of law are answered in favour of the appellant-assessee and against the respondent-revenue.

Summary

1. ISSUES PRESENTED and CONSIDERED

The core legal questions considered by the Court in these appeals relating to Assessment Years 1998-1999, 1999-2000, and 2000-2001 are:

(i) Whether the authorities below erred in not recognizing that a single transaction of purchase and sale outside the usual business cycle can constitute business activity, and that various activities of a business need not be simultaneous;

(ii) Whether the impugned orders passed by the Income Tax Appellate Tribunal (Annexure A-1 and A-3) are legally sustainable in law;

(iii) Whether the shares of M/s Vardhman Polytex Ltd. held by the appellant constitute stock-in-trade or investment;

(iv) Whether the appellant is entitled to deduction under Section 36(1)(iii) of the Income Tax Act, 1961, for interest paid on money borrowed for purchase of shares of M/s Vardhman Polytex Ltd.;

(v) The applicability and effect of Section 14A of the Income Tax Act on the disallowance of interest expenditure;

(vi) The correctness of the treatment of interest disallowance and the quantum of such disallowance as determined by the authorities below.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1 & 3: Nature of Shares Held - Stock-in-Trade or Investment

Legal Framework and Precedents: The classification of shares as stock-in-trade or investment is pivotal in determining the allowability of interest expenditure under Section 36(1)(iii). The Income Tax Act, 1961, Section 36(1)(iii) allows deduction of interest paid on capital borrowed for the purpose of business or profession. The Supreme Court in Rajasthan State Warehousing Corporation v. CIT (242 ITR 450) laid down principles regarding the treatment of expenditure when an assessee carries on multiple ventures.

Court's Interpretation and Reasoning: The Court observed that although the appellant was originally engaged in manufacture and trading of yarn/cloths, it amended its memorandum of association in March 1997 to include trading in shares and securities as a business activity. The appellant started share trading thereafter, reflected shares as stock-in-trade, and had its balance sheet audited accordingly.

The Tribunal accepted that the appellant was engaged in trading of shares from Assessment Year 1998-1999 onwards. However, it held that shares of M/s Vardhman Polytex Ltd. were held as long-term investment rather than stock-in-trade, primarily because these shares were held for a long period, not sold immediately, and because the appellant had controlling interest in that company.

The Court rejected this reasoning, holding that holding shares for a longer period to await favorable market prices does not negate the intention of trading. The fact that the appellant sold shares of M/s Vardhman Polytex Ltd. at different intervals, including after the relevant assessment years, supports the conclusion that these shares were held as stock-in-trade.

Key Evidence and Findings: The appellant's memorandum amendment, board resolutions, audited balance sheets reflecting shares as stock-in-trade, and actual sales of shares over time were significant evidence. The appellant's intention to trade shares was corroborated by these facts.

Application of Law to Facts: The Court applied the principle that business activities need not be simultaneous and that intention at the time of acquisition is crucial. The appellant's conduct and accounting treatment supported the classification of shares as stock-in-trade.

Treatment of Competing Arguments: The revenue's argument that controlling interest and long holding period indicated investment was rejected as the Court found that prudent trading behavior includes holding shares to realize better prices.

Conclusion: Shares of M/s Vardhman Polytex Ltd. purchased by the appellant are to be treated as stock-in-trade and not investment.

Issue 2 & 4: Allowability of Interest Deduction under Section 36(1)(iii)

Legal Framework: Section 36(1)(iii) allows deduction of interest paid on capital borrowed for business purposes. The Supreme Court in Rajasthan State Warehousing Corporation clarified that expenditure incurred on one venture cannot be set off against income from another unless the ventures constitute an indivisible business.

Court's Interpretation and Reasoning: The Tribunal held that since shares of M/s Vardhman Polytex Ltd. were held as investment and not stock-in-trade, interest on borrowings for their purchase was not deductible under Section 36(1)(iii). The Court disagreed with this finding, noting the appellant's trading intention and treatment of shares as stock-in-trade.

Key Evidence: The appellant's memorandum amendment, board resolutions, audited financials, and actual sale of shares were evidence of business activity. The Assessing Officer had inconsistently allowed interest deduction on shares of other companies treated as stock-in-trade but disallowed it for M/s Vardhman Polytex Ltd. shares.

Application of Law to Facts: Since the shares were held as stock-in-trade, the interest on borrowings for their purchase is deductible under Section 36(1)(iii). The Tribunal's acceptance of the appellant as a trader in shares for other companies but not for M/s Vardhman Polytex Ltd. shares was inconsistent and showed non-application of mind.

Competing Arguments: Revenue argued that long holding period and controlling interest negated trading intention, thus disallowing interest deduction. The Court rejected this, emphasizing the appellant's trading intention and conduct.

Conclusion: The appellant is entitled to deduction of interest paid on borrowings for purchase of shares of M/s Vardhman Polytex Ltd. under Section 36(1)(iii).

Issue 5: Applicability of Section 14A

Legal Framework: Section 14A provides that no deduction shall be allowed for expenditure incurred in relation to income which does not form part of total income under the Act. It was introduced to prevent deduction of expenses related to exempt income.

Court's Interpretation and Reasoning: The Court noted that dividend income from shares of M/s Vardhman Polytex Ltd. is exempt under Section 10(33). Therefore, even if interest deduction were allowed under Section 57(iii) for income from other sources, it would not be permissible here as dividend income is exempt and not chargeable under Section 56.

The Court held that since the appellant's shares are stock-in-trade, the interest deduction is allowable under Section 36(1)(iii) as business expenditure, and Section 14A is not required to be invoked. However, if the matter were reversed by a superior court, Section 14A would be relevant.

Competing Arguments: Revenue relied on Section 14A to support disallowance. The Court accepted its applicability only as a contingent consideration and found it unnecessary here.

Conclusion: Section 14A is not applicable for disallowance of interest under the facts, but may be relevant if the decision is reversed.

Issue 6: Quantum of Disallowance and Reasoned Orders

Legal Framework: Reasoned orders are mandatory for judicial and quasi-judicial bodies. The Punjab and Haryana High Court held in a precedent that orders must reflect application of mind and reasons to comply with principles of natural justice.

Court's Interpretation and Reasoning: The Tribunal remitted the matter to the Assessing Officer for computation of actual interest disallowance. The Commissioner of Income Tax (Appeals) had arbitrarily restricted disallowance to 15% without reasons.

The Court found this arbitrary and without basis, setting aside the CIT(A) order and directing computation based on actual interest paid.

Application of Law to Facts: The Court emphasized that estimation without rationale is impermissible and that actual computation should be undertaken.

Conclusion: The matter is remitted for proper computation of disallowance based on actual interest attributable to shares of M/s Vardhman Polytex Ltd.

3. SIGNIFICANT HOLDINGS

"It is not necessary that all the shares purchased by the assessee are for the purpose of trading. ... the intention of the assessee at the time of acquisition of the shares was for the purpose of long term investment as also having controlling interest over the company, namely M/S Vardhman Polytex Ltd." (Tribunal's finding, rejected by the Court)

"One can hold the purchased shares over a long time to earn more profit because of the escalation in prices of shares. Any prudent person in the business of trading in shares would wait for the best price before selling in order to gain more profit. This by itself cannot be presumed to be an intention to retain the shares as an investment and not for trading (selling)." (Court's reasoning)

"Deduction of the amount of interest paid in respect of capital borrowed for the purpose of business or profession shall be allowed." (Section 36(1)(iii))

"If the income of an assessee is derived from various heads of income, he is entitled to claim deduction permissible under the respective head whether or not computation under each head results in taxable income." (Supreme Court principle)

"Every judicial and quasi judicial body/authority must pass a reasoned order which should reflect application of mind by the concerned authority to the issues/points raised before it. ... Any order which is cryptic grossly violates natural justice." (Court's holding on reasoned orders)

Final determinations:

• The shares of M/s Vardhman Polytex Ltd. held by the appellant are stock-in-trade, not investment.
• The appellant is entitled to deduction of interest paid on borrowings for purchase of these shares under Section 36(1)(iii).
• Section 14A is not applicable for disallowance of such interest under the facts.
• The arbitrary restriction of disallowance to 15% by CIT(A) is set aside; proper computation of actual interest disallowance is directed.
• The impugned Tribunal order disallowing interest deduction is set aside.