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2025 (6) TMI 1456 - AT - Income TaxSpeculation loss - addition on account of trading transactions on NSEL platform and loss incurred - HELD THAT - As decided in decision of ITAT in assessee s own case in 2022 (11) TMI 885 - ITAT AHMEDABAD since the transaction was not materialized in end the settlement amount was received in consonance with these business transactions from NSEL and thus it cannot be treated as speculative loss and is a part of business loss. As rightly contended on behalf of the assessee-company the exercise of re-characterization of transactions in the light of statement given by Shri Nilesh Patel should be restricted to only determination of correct taxable income. The relevant purchase and sales transactions were entered into by the assessee-company in order to avail the funds and therefore the loss incurred in the said transactions actually represented cost of such funds which was a business loss. The adverse inference drawn by the learned CIT(A) against the assessee on the basis of withdrawal of such loss partly was also not correct as the reasons for such withdrawal proposed by the assessee were duly explained and the fact that the assessee-company by entering into these transactions had availed finance for the purpose of business was duly established. As regards the applicability of TDS provision the learned Counsel for the assessee has pointed out from the relevant details of transactions that the sale proceeds were received by the assessee-company from different entities while payment towards the purchase was made towards different entities. The cost of finance thus was not paid to the party from whom the finance was actually availed and the applicability of TDS therefore was not warranted. Moreover the cost incurred by the assessee for availing finance was not strictly in the nature of interest and the party selling the goods having offered the same for taxation there is no obligation of deduction of tax at source by the assessee. Having regard to all these facts of the case we are of the view that the disallowance made by the Assessing Officer and confirmed by the learned CIT(A) on account of alleged speculation loss is not sustainable and deleting the same - Assessee appeal allowed. Disallowance on account of debit notes received by the assessee from N.K. Proteins Ltd by treating the same as unexplained expenditure - HELD THAT - There was a Memorandum of Understanding entered into between the assessee-company NKPL and the same was acted upon by both the sides by raising debit/credit notes for the difference in price charged by the assessee to NKPL and the price actually realized by NKPL from corresponding exports as the same was to be transferred to the assessee-company. We are inclined to accept the claim of the assessee that the amount of debit notes in question was its business expenditure being the difference in sale price charged and actually realized which is allowable as deduction. In that view of the matter we delete the disallowance made by the Assessing Officer and confirmed by the learned CIT(A) on this issue and allow Ground of the assessee s appeal. Loan Waiver / Income - Hon ble Supreme Court in the case of Mahindra and Mahindra Ltd. 2018 (5) TMI 358 - SUPREME COURT wherein the Court considered the applicability of Section 28(iv) and Section 41(1) of the Income Tax Act 1961 in relation to the taxability of amounts waived whether pertaining to capital or interest and held Section 28(iv) of the IT Act does not apply on the present case since the receipts are in the nature of cash or money. Section 41(1) of the IT Act does not apply since waiver of loan does not amount to cessation of trading liability. It is a matter of record that the Respondent has not claimed any deduction under Section 36 (1) (iii) of the IT Act qua the payment of interest in any previous year. Decided against revenue. Purchase of Castor Seeds on NSEL Platform to the Special Auditor - AO held that the goods were received by the assessee without any payment and the same is settled against other party s account - assessee submitted that the castor seeds have been purchased on actual delivery bases and against that purchases payments have been made through settlement account - HELD THAT - As The assessee has also furnished the details of purchases sales and ledger account of purchase parties reflecting payments made thereof. Keeping in view these undisputed facts we hold that no addition is called for. The appeal of the Revenue on this ground is dismissed.
1. ISSUES PRESENTED and CONSIDERED
The core legal questions considered in the judgment are: (a) Whether the losses incurred by the assessee on transactions conducted through the National Spot Exchange Ltd. (NSEL) platform constitute speculative losses disallowable under the Income-tax Act, 1961, or represent genuine business expenditure in the nature of interest cost for availing finance. (b) Whether the debit notes raised by a related party, N.K. Proteins Ltd. (NKPL), on the assessee for alleged poor quality of FSG oil and other adjustments constitute unexplained expenditure liable to disallowance or are legitimate business expenses supported by a Memorandum of Understanding (MOU). (c) Whether waiver of principal amount of inter-corporate deposits (ICD) by lenders amounts to taxable income under the provisions of the Income-tax Act, specifically under Section 28(iv) or Section 41(1). (d) Whether purchases of castor seeds on the NSEL platform without direct payment constitute income by way of barter or are genuine purchases supported by payment through settlement accounts. (e) Whether disallowance under Section 14A of the Act is warranted in the absence of any exempt income. (f) Whether brought forward losses are available for set-off against income in the relevant assessment years. 2. ISSUE-WISE DETAILED ANALYSIS (a) Speculative Transactions on NSEL Platform Legal Framework and Precedents: The Income-tax Act, 1961, defines speculative transactions under Section 43(5) and disallows speculative losses to be set off against normal business income. The issue also engages provisions relating to deduction of tax at source under Section 40(a)(ia) if interest payments are not subjected to TDS. The Court considered earlier decisions of the Tribunal and Supreme Court on substance over form, and the nature of transactions. Court's Interpretation and Reasoning: The Assessing Officer (AO) treated the losses arising from paired contracts entered on the NSEL platform as speculative losses, reasoning that no actual delivery of goods took place and the transactions were essentially financial in nature, akin to banned badla finance. The AO relied on the Special Audit Report and statements made during survey u/s 133A, which confirmed the modus operandi involving T+3 and T+36 contracts with rollovers, resulting in fictitious sales and purchases without physical delivery. The AO further held that if these were finance transactions, interest should have been reflected and TDS deducted, which was not done, thus attracting disallowance under Section 40(a)(ia). The AO concluded that the transactions were a colourable device to reduce tax liability, and the loss was speculative. The CIT(A) concurred with the AO, emphasizing that the assessee's books of accounts treated these as trading transactions, not financial transactions, and thus the loss was speculative and not allowable against normal business income. The assessee contended that the transactions were entered into to avail short-term finance for business needs, that the loss represented the cost of such finance (interest), and that payments were made through banking channels with PAN-holding parties involved. The assessee relied on the principle of substance over form, asserting that the loss was genuine business expenditure. Key Evidence and Findings: The assessee produced invoices, VAT payment records, bank statements showing fund utilization for business purposes, and a detailed explanation of the transaction cycle involving intra-group sales and purchases. The assessee also demonstrated that the loss was reflected as trading loss in accounts rather than interest expense. Application of Law to Facts and Treatment of Competing Arguments: The Tribunal, after hearing both parties, observed that the test for speculative loss depends on the speculative nature of the transaction itself. Since the transactions involved actual payments through banking channels between assessed parties and the NSEL maintained a settlement account, the transactions could not be treated as speculative. The Tribunal accepted the assessee's contention that the loss represented the cost of finance and was a business loss, not speculative loss. It also noted that the TDS provisions were not applicable as the cost was not strictly interest paid to the party from whom finance was availed. Conclusion: The Tribunal reversed the disallowance of Rs. 14,42,91,136/- as speculative loss and held the loss to be a legitimate business expenditure. The Revenue's appeal on this ground was dismissed and the assessee's appeal allowed. (b) Unexplained Expenses / Debit Notes Raised by NKPL Legal Framework and Precedents: The issue relates to disallowance under the Income-tax Act for unexplained expenditure. The genuineness of debit notes and their treatment as business expenditure was examined, considering principles of commercial expediency and related-party transactions. Court's Interpretation and Reasoning: The AO disallowed debit notes amounting to Rs. 32.79 crores raised by NKPL on the assessee for poor quality of FSG oil, treating them as unexplained expenditure. The AO found conflicting statements by the assessee regarding the nature of the debit notes and doubted the genuineness of the MOU, which was unsigned by managing directors and unregistered. The Special Auditor opined that the debit notes were a device to maximize losses and obtain sick company status under BIFR. The CIT(A) upheld the AO's findings, emphasizing the inconsistent treatment in books and the timing of debit notes at the financial year-end. The assessee argued that the debit notes were issued as per a valid MOU reflecting commercial transactions where NKPL exported goods on behalf of the assessee, charging trade margin and bearing export expenses. The debit notes represented price differences and trade margins, duly accounted for and reflected in NKPL's taxable income. The assessee submitted supporting correspondence, export certificates, and accounting entries. Key Evidence and Findings: The MOU dated 20-04-2010, correspondence between the parties, export incentive certificates, and ledger accounts were submitted. The assessee demonstrated that the debit notes were adjustments for price differences and trade margins, not penalties for poor quality. Application of Law to Facts and Treatment of Competing Arguments: The Tribunal observed that the debit notes were commercial adjustments between related parties under an MOU and were reflected in the books of both parties. The assessee was a BIFR company incurring losses, while NKPL was profitable and paid taxes. The Tribunal found no evidence of tax evasion or manipulation. It rejected the AO's and CIT(A)'s adverse inference based solely on the MOU's formality or timing of debit notes. Conclusion: The Tribunal deleted the addition and allowed the debit notes as legitimate business expenditure. (c) Loan Waiver / Income Legal Framework and Precedents: The taxability of loan waiver is examined under Section 28(iv) and Section 41(1) of the Income-tax Act. Relevant case law includes decisions of the Supreme Court and High Courts on whether waiver of loan principal constitutes income or capital receipt, and the distinction based on the purpose of the loan (capital asset acquisition vs. trading activity). Court's Interpretation and Reasoning: The AO held that waiver of principal amount of ICD of Rs. 5.36 crores constituted income under Section 28(iv), relying on a Madras High Court judgment. The CIT(A) deleted the addition relying on Supreme Court decisions distinguishing capital receipts from income and emphasizing the purpose of the loan. The Tribunal examined detailed judgments, including the Supreme Court's decision in T.V. Sundaram Iyengar & Sons Ltd., which held that the character of a receipt is fixed at the time of receipt and may change by lapse of time or statutory rights. The Tribunal also considered Delhi High Court decisions in Logitronics and Rollatainers, which held that waiver of loan taken for capital asset acquisition is not taxable income, whereas waiver of loan taken for trading purposes may be taxable. The Tribunal noted the Supreme Court's observation that Section 28(iv) covers benefits or perquisites having monetary value, whether convertible into money or not, and that waiver of loan principal amounts to receipt of a benefit. Key Evidence and Findings: The waiver resulted from negotiations with lenders and was credited to capital reserves. The assessee did not claim interest deduction on the waived amount. Application of Law to Facts and Treatment of Competing Arguments: The Tribunal found that the waiver did not amount to cessation of trading liability and was not taxable under Section 41(1). The waiver was treated as capital receipt and credited to reserves. The Tribunal followed binding Supreme Court precedent holding that waiver of loan principal is not taxable income if it does not represent trading liability remission. Conclusion: The Tribunal dismissed the Revenue's appeal and upheld the deletion of addition on account of loan waiver. (d) Purchases Without Consideration Legal Framework and Precedents: The issue concerns whether receipt of goods without payment constitutes income by way of barter under the Income-tax Act. Court's Interpretation and Reasoning: The AO made an addition of Rs. 62.21 lakhs on the ground that castor seeds were received without payment and settled against other parties' accounts, constituting income by barter. The assessee submitted that purchases were on actual delivery basis under farmers' contracts with payments made through NSEL settlement account and furnished bank statements and ledger extracts. Key Evidence and Findings: The assessee produced documentary evidence of payments and purchase details to the special auditor and AO. Application of Law to Facts and Treatment of Competing Arguments: The CIT(A) and Tribunal found the evidence sufficient to rebut the AO's presumption of barter transactions. The payments through settlement accounts and supporting documents established genuineness. Conclusion: The addition was deleted and the appeal of the Revenue dismissed. (e) Disallowance under Section 14A Legal Framework and Precedents: Section 14A disallows expenditure incurred to earn exempt income. Court's Interpretation and Reasoning: The assessee had not earned any exempt income during the relevant year. Conclusion: No disallowance under Section 14A was warranted; the assessee's appeal was allowed. (f) Brought Forward Losses Legal Framework and Precedents: Provisions allowing set-off of brought forward losses as per Income-tax Act. Court's Interpretation and Reasoning: The AO was directed to consider brought forward losses available on record and allow set-off accordingly. Conclusion: The assessee's appeal on this ground was allowed. 3. SIGNIFICANT HOLDINGS "It is apparent that the books of accounts maintained by the appellant are in difference with the argument it has taken during the assessment proceedings. According to the appellant, these are financial transactions, however, the appellant itself has not reflected these transactions as financial transactions in its books of accounts... Even if the argument of the appellant that the transactions of NSEL platforms are financial transactions taken into account then the A.O at para-7.16 has raised the issue of deduction of tax at source on payment of interest on these financial transactions. As no TDS has been made on such interest payment the whole quantum is liable to be added back to the income of the appellant u/s.40(a)(ia) of the Act... As all the transactions on NSEL platform conducted by the appellant were without any physical delivery these transactions are treated as speculative in nature and the loss incurred is speculative loss which cannot be set off against the normal business income." (CIT(A) order) "The exercise of re-characterization of transactions in the light of statement given by Shri Nilesh Patel should be restricted to only determination of correct taxable income. The relevant purchase and sales transactions were entered into by the assessee-company in order to avail the funds and, therefore, the loss incurred in the said transactions actually represented cost of such funds which was a business loss." (Tribunal) "The debit notes were commercial adjustments between related parties under an MOU and were reflected in the books of both parties. The assessee was a BIFR company incurring losses, while NKPL was profitable and paid taxes. The Tribunal found no evidence of tax evasion or manipulation." "Waiver of a portion of the loan would certainly tantamount to the value of a benefit... The absence of the prefix 'the' to the word 'business' makes a world of difference." (Madras High Court) "Section 28(iv) of the IT Act does not apply on the present case since the receipts of Rs 57,74,064/- are in the nature of cash or money... Section 41(1) of the IT Act does not apply since waiver of loan does not amount to cessation of trading liability." (Supreme Court) "In the absence of any exempt income, no disallowance under Section 14A is called for." "The Assessing Officer is directed to consider the amount of brought forward losses available on the record and shall allow the set off of the same while determining the total income."
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