2025 (6) TMI 1620 - AT - Income Tax

Non- deduction of TDS foreign payment u/s 40(a)(i) - Unexplained expenditure disallowed u/s 69C - CIT(A) considering details and explanations along with documentary evidence held in favour of the assessee by deleting the addition made by AO on account of unexplained expenditure u/s 69C and disallowance u/s 40(a)(i) - HELD THAT - The factual position remains uncontroverted as nothing is brought on record by the ld. Sr. DR to dislodge the claim of the assessee. Furthermore reference is made to Form 26AS of Wunderman Pte Ltd for the year under consideration which reflects the TDS done by the assessee on the amount of Rs. 5, 29, 04, 162/-. Considering the facts and detailed discussion backed by relevant documentary evidences we do not find any reason to interfere with the finding arrived by the CIT(A) deleting the addition made by the ld. Assessing Officer. Accordingly ground nos. 1 and 2 by the revenue are dismissed. Unexplained nature of the software expenses - CIT(A) treated as capital expenditure - Contention of the assessee is that these expenses are incurred towards IT support services including software license fee and are not for acquiring any right in the software - HELD THAT - CIT(A) after deliberating in detail on the submissions made by the assessee and going through the records held in favour of the assessee to delete the addition made by taking the view that IT support charges paid are not for acquiring any right in the software and but paid as licence fee for use of the software which is renewable on a yearly basis. Before us factual position along with aforesaid submissions were reiterated. The same are considered along with material placed on record and observations of the authorities below. No reason to interfere with the finding arrived at by theCIT(A) whereby the addition made by AO is deleted. Accordingly ground no. 3 by the revenue is dismissed.

Summary

1. ISSUES PRESENTED and CONSIDERED

The core legal questions considered by the Tribunal are:

(a) Whether the learned CIT(A) was justified in deleting the addition made under Section 40(a)(i) of the Income-tax Act, 1961 (the Act) on account of non-deduction of tax at source (TDS) on foreign payments amounting to Rs. 6,67,05,092/-;

(b) Whether the learned CIT(A) was justified in deleting the addition made under Section 69C of the Act by treating the management fees paid as unexplained expenditure;

(c) Whether the learned CIT(A) was justified in allowing the claim of software expenses amounting to Rs. 61,67,654/- as revenue expenditure under Section 37(1) of the Act, instead of treating the same as capital expenditure without corroborative evidence;

(d) Whether the assessee's cross objections challenging the disallowance of management fees and software expenses and seeking depreciation on capitalized software expenses were justified.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1 & 2: Disallowance under Section 40(a)(i) and Section 69C relating to management fees paid to Wunderman Pte Ltd

Relevant legal framework and precedents: Section 40(a)(i) disallows expenditure where tax is deductible at source but not deducted or paid. Section 69C deals with unexplained expenditure where the assessee fails to explain the nature and source of certain payments. The principle of arm's length pricing under transfer pricing regulations is also relevant.

Court's interpretation and reasoning: The Tribunal noted that the assessee had paid Rs. 6,67,05,092/- as management fees to Wunderman Pte Ltd for centralized services including business development, client liaison, finance, IT support, and legal services. The agreement and sample invoices were produced, establishing the commercial expediency and business purpose of the expenditure.

The assessee had deducted and deposited TDS on Rs. 5,29,55,091/- of the total amount and had suo moto disallowed Rs. 1,37,50,001/- under Section 40(a)(i) for non-deduction at year-end provision. The Assessing Officer disallowed the entire amount on account of non-deduction of TDS and treated the payment as unexplained expenditure under Section 69C.

The Tribunal observed that the assessee maintained detailed transfer pricing documentation and filed Form 3CEB confirming arm's length nature of the transaction. The TDS deduction and deposit on the majority of the payment was undisputed and corroborated by Form 15CA/CB and Form 26AS of Wunderman Pte Ltd, which reflected the TDS credit.

It was further noted that Wunderman Pte Ltd had filed returns and paid tax on the management fees in India, and similar transactions were accepted in preceding assessment years without adjustment. The Tribunal emphasized that the payment was incurred wholly and exclusively for business purposes and was revenue in nature, thereby qualifying for deduction under Section 37.

Key evidence and findings: Agreement with Wunderman Pte Ltd, transfer pricing documentation, tax deduction and deposit evidence, prior year assessment orders, and return filings by Wunderman Pte Ltd.

Application of law to facts: The Tribunal concluded that since the assessee had deducted TDS on the majority of the payment and the balance amount was disallowed suo moto, the entire disallowance was unwarranted. The unexplained expenditure addition under Section 69C was also not sustainable given the detailed explanations and documentary evidence.

Treatment of competing arguments: The Revenue argued for full disallowance due to non-deduction of TDS and unexplained nature of expenditure. The assessee countered with evidence of partial TDS deduction, transfer pricing compliance, and tax payment by Wunderman Pte Ltd. The Tribunal sided with the assessee, finding no material to dislodge the claim.

Conclusions: The Tribunal upheld the CIT(A)'s deletion of additions under Sections 40(a)(i) and 69C, dismissing the Revenue's appeal on these grounds.

Issue 3: Treatment of software expenses of Rs. 61,67,654/-

Relevant legal framework and precedents: Section 37(1) allows deduction of revenue expenses incurred wholly and exclusively for business purposes. Capital expenditure is generally not deductible but may attract depreciation. The nature of software expenses-whether capital or revenue-is a key question.

Court's interpretation and reasoning: The Assessing Officer treated the software expenses as capital expenditure due to lack of explanation and disallowed depreciation. The assessee contended that the expenses were for IT support services and software license fees, which are recurring, annual, and do not confer any enduring benefit or right of ownership. The software was application software used for day-to-day business operations.

The CIT(A) accepted the assessee's explanation, holding that the expenses were for software licenses and support services renewable annually, hence revenue in nature and deductible under Section 37(1).

Key evidence and findings: Details of payments to various parties for outsourced IT support and software license fees, nature of software usage, absence of acquisition of ownership rights, and no change in fixed capital base.

Application of law to facts: The Tribunal concurred with the CIT(A), finding no reason to treat the expenses as capital expenditure. The recurring nature and absence of enduring benefit supported the revenue expenditure classification.

Treatment of competing arguments: The Revenue's contention for capital treatment was rejected due to lack of evidence that the expenditure created an asset or enduring benefit. The assessee's detailed explanation and documentary support were accepted.

Conclusions: The Tribunal dismissed the Revenue's appeal on this ground, confirming the allowance of software expenses as revenue expenditure.

Cross Objection by Assessee

The assessee's cross objections supported the CIT(A)'s deletions and challenged the Revenue's appeal. The grounds included objection to the Revenue's appeal on deletion of additions, disallowance of management fees, and software expenses, and sought depreciation on software expenses treated as capital expenditure.

The Tribunal, having upheld the CIT(A)'s findings on all issues, allowed the cross objections.

3. SIGNIFICANT HOLDINGS

The Tribunal's crucial legal reasoning includes the following verbatim observations:

"Considering the facts and detailed discussion backed by relevant documentary evidences, we do not find any reason to interfere with the finding arrived by the ld. CIT(A) deleting the addition made by the ld. Assessing Officer."

"The management fees paid to Wunderman Pte is revenue expenditure as the same is expended out of commercial expediency, incurred wholly and exclusively for the purpose of smooth functioning of its business operations."

"IT support charges paid are not for acquiring any right in the software but paid as licence fee for use of the software, which is renewable on a yearly basis."

Core principles established include:

(a) Partial deduction of TDS and suo moto disallowance of balance amount under Section 40(a)(i) does not justify disallowance of entire expenditure where the assessee has substantiated the payment and tax compliance;

(b) Unexplained expenditure addition under Section 69C cannot be sustained where the assessee provides detailed explanations, agreements, and tax compliance evidence;

(c) Software expenses incurred as recurring license fees and IT support services, without acquisition of ownership or enduring benefit, qualify as revenue expenditure deductible under Section 37(1);

(d) Prior acceptance of similar transactions and tax compliance by the payee company are relevant in determining the allowability of expenditure.

Final determinations:

(i) The appeal filed by the Revenue against deletion of additions under Sections 40(a)(i) and 69C is dismissed;

(ii) The appeal against allowance of software expenses as revenue expenditure is dismissed;

(iii) The assessee's cross objections supporting the CIT(A)'s order are allowed.