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2016 (5) TMI 431 - ITAT MUMBAI

2016 (5) TMI 431 - ITAT MUMBAI - [2016] 49 ITR (Trib) 473 - Transfer pricing adjustment - advertisement, marketing and sales promotion expenses(AMP expenses) including the mark-up adjustments - Held that:- In the case under consideration, the AO/TPO has not brought anything on record that there existed and agreement, formal or informal, between the assessee and the AE to share/reimburse the AMP expenditure incurred by the assessee in India. In absence of such an agreement the first and primary p .....

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d therefore we are not inclined to restore back the issue to the file of the AO. Thus the additions made by the AO, including the mark-up adjustments, are directed to be deleted. - Decided in favour of assessee - Set of off unabsorbed depreciation - Held that:- Assessee is entitled to claim set off of unabsorbed depreciation against business income of the assessment years under consideration. See Associated Cables case [2013 (10) TMI 1363 - ITAT MUMBAI ] - I. T. A. /1119 /Mum/2014, I. T. A. .....

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olved in all the cases are similar, so, we are adjudicating all the appeals by a single order for the sake of convenience. The details of the dates of filing of return, date of order of DRP and assessed income etc. can be summarized as under : A. Y. ROI filed on Returned Income(Rs. ) Assessment dt. Assessed Income(Rs. ) DRP directions 2008-09 30/09/2008 50, 83, 74, 502/- 30/10/2012 23, 40, 90, 670/- 03/09/2012 2009-10 30/09/2009 26, 70, 63, 290/- 16. 12. 2013 142, 23, 48, 170/- 30/10/2013 2010-1 .....

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ent proceedings, the AO found that the assessee had entered into international transactions with its associated enterprises(AEs). For determining the Arm s Length Price (ALP) of such transactions, he made a reference to the Transfer Pricing Officer (TPO), as per the provisions of section 92 of the Act. During the TP proceedings, the TPO accepted all the international transactions to be at ALP except one and that was the AMP expenses. He held that the expenditure was on the higher side. He applie .....

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he assessee. The assessee had claimed AMP expenditure of ₹ 186. 05 crores for the year under consideration and had declared profit at ₹ 42. 90 crores. The TPO deducted 35% of the said profits from the sum computed by him and arrived at AMP adjustment of ₹ 333. 43crores. He deducted ₹ 15. 01 crores from the total sum i. e. ₹ 348. 44 crores. The TPO was of the opinion that the AMP expenditure incurred by the assessee had resulted in creation of marketing intangibles f .....

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Ltd. , Fem Care Pharma Ltd. , Henkel India Ltd. and Reckitt Benckiser (India) Ltd. However, the TPO rejected all the comparables chosen by the assessee-except one. He introduced five new comparables namely Dabur India Ltd, Emami Ltd. , Godrej Consumer Products Ltd. , Jyothi Laboratories Ltd. , Procter & Gamble Hygiene & Healthcare Ltd. and Procter & Gamble Home Products Ltd. The AMP to sales ratio of the comparables was 12. 53%. However, he mentioned that the six comparables conside .....

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ies selected by him for calculating the ALP in respect of the services of brand building to the AE. Based on the above the TPO made following AMP adjustments- Particulars Page ref in TP order Manufacturing (Amount in Rs.) Page ref in TP order Distribution (Amount in Rs.) Net Sales of the taxpayer Para 7.7 on Page 22-26 of the TP Order 4,47,84,37,000/- Para 7.7 on Page 26-28 of the TP Order 113,33,68,000/- Arm s length % of AMP Expenditure 8% 4.08% Arm s length AMP Expenditure 35,82,74,960/- 4,62 .....

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de by the TPO. 2. 2. Aggrieved by the order of the AO, the assessee filed objections before the DRP. It was stated that AMP expenditure incurred by it was not an international transaction at all, that the payment for AMP expenses were made to third parties in India, that there was no agreement between the assessee and the AEs in respect of brand building/AMP expenses, that such expenses were incurred in the course of carrying on its business in India, that the AMP expenditure was not incurred at .....

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ely derived by the assessee and no benefit was derived from the AE, that the advertisements by the assessee were for products of the assessee and not for brand of the group, that certain products were developed specifically for the Indian markets as per the requirements/ preferences of Indian people, that none of the AE. s of the group would be benefited at any time in future by the advertisement/ marketing/promotion of the products of the assessee, that the assessee was independent risk bearing .....

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bal formulary apportionment approach , that it should not be adopted to determine the ALP, that PSM was not the most appropriate method and was not applicable in the instant case, that the facts of the case of Rolls Royce were totally different from the facts of the case under consideration, that the TPO had wrongly applied BLT, that the TPO had cherry-picked the comparables, that the brands/products selected by TPO were not comparable to those of assessee, that the assessee had selected six com .....

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ure of the assessee was only ₹ 21. 80% on sales, that same was in line with other companies in the industry, that the mark up of 8. 92% on AMP cost was based on cherry picking of the comparables, that the comparables were inappropriate and functionally dissimilar, that the approach of the TPO in arriving at two alternate ALPs by adopting two different method was inappropriate and bad in law. 2. 3. During the course of hearing before us, the Authorised Representative (AR) contended that AMP .....

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of international transactions and held that the assessee had provided brand promotion services to its AEs, that the assessee was risk bearing entity, that it had total turnover of ₹ 561. 17crores during the year under consideration, that the manufacturing turnover was of rupees for 47. 84 crores and that it had distribution turnover of ₹ 113. 33 crores, that the expenditure was incurred to promote its own products, that it had not advertise the brand owned by its AEs. He relied upon .....

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l bench of the Tribunal had held that AMP was a separate international transaction, that it had approved the BLT for the purposes of determination of ALP of international transaction of AMP, that subsequently Hon ble High Court of Delhi in the case of Sony Ericsson Mobile Communica - tion(supra)held AMP to be an international transaction, that BLT was not approved by the Court, that the Hon ble court had laid down certain important principles of TP, that the court had laid emphasis on conducting .....

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f the AO in light of the judgment of Sony Ericsson. With regard to the decision of Hon ble Delhi High Court in the case of Maruti Suzuki, the DR stated that up to the date of decision i. e. 11/12/2015, the departmental authorities did not have the benefit of the decision, that they were following the order of the LG Electronics (supra)using BLT, that in some cases BLT had been followed and the expenditure on AMP had been sliced into two portions, that the non routine expenditure in excess of BLT .....

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ndia Ltd. and stated that the Tribunal had restored back the issue of AMP expenses to the file of the AO in all the cases, that the case under consideration should also be sent back to the file of the AO. 2. 4. We have heard the rival submissions and perused the material before us. We find that the assessee had bench marked the International transactions in two different segments i. e. Manufacturing Segment(MS) and Distribution Segment (DS), that the financial of MS had net sales of ₹ 447. .....

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ed RPM, that the gross margin in the DS was bench marked against the gross margin of the comparable distribution companies, that the arithmetic mean of the comparables was 33. 37% on sales as against 61. 01% on sales of the comparables, that it had also bench marked the transactions using TNMM, that the operating expenses(other than the direct expenses) were allocated between the two segments on the basis of turnover, that the operating margin in MS was 7. 46% on sales as against that of the com .....

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d promoting the brands that were not owned by it though same were manufactured and distributed by it, that he had also held that the assessee had incurred huge expenses for promoting the brands owned by its AEs and that it was a deemed international transaction, that he further observed that the transactions involved significant intangibles and that the PSM was the most appropriate method. We find that he had relied upon the decision of the ITAT, Delhi Bench in the case of Rolls Royce Plc(1310/D .....

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ntified five other companies that were engaged in manufacturing cosmetics and were of similar size. The arithmetic mean of the AMP expenditure of the six comparables (on Net sales) was computed @12. 53%. Considering the fact that the companies would be incurring AMP expenses for the purpose of brand owned by them, the TPO held that BLS for the routine AMP expenditure should be taken at 8% of the net sales. It is found that the assessee had objected to the figure of 8% and that the TPO rejected t .....

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India was reported to be about 15-20%, that the TPO had not compared the market share of the assessee for the year under consideration. Now, if the expenditure incurred by the assessee is considered in the back ground of the growth achieved by it one has to agree with the argument of the assessee that it made rapid progress in the Indian market and AMP played an important role in it. The assessee was manufacturer and distributor of cosmetic products. The very nature of the business carried out b .....

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to a reasonable compensation for such AMP expenses. Secondly, the important issue raised by the assessee that it had huge amount on account of sales promotion had not been dealt with by the TPO/DRP. In our opinion, it is an important factor for determining the ALP. We further find that the TPO has not brought on record any evidence to prove that the assessee had rendered any services to its AE. s under the head AMP. On the contrary, payment on account of advertisements etc. was made to unrelated .....

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AE. s can it be held that there was an international transaction only on the basis that AMP expenditure, incurred by the assessee, would have benefitted the AE. s. , who owned the brands used by the assessee. In our opinion, the arguments suffers from the very basic flaw that it presumes that the assessees would incur AMP not to promote its own business. In other words, the TPO has failed to prove that the real intention of the assessee in incurring advertisement and marketing expenses were to .....

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vt. Ltd(ITA 643 of 2014 of Hon ble Delhi HC), the issue of AMP expenses had been deliberated upon extensively and each and every argument raised by the TPO/DRP have been analysed thread bare. We would like to reproduce relevant portion of the judgment of Bausch & Lomb Eyecare (India) Pvt. Ltd. (supra) and same reads as under: 53. A reading of the heading of Chapter X['Computation of income from international transactions having regard to arm's length price"]and Section 92 (1) wh .....

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saction with the ALP. 54. Under Sections 92B to 92F, the pre-requisite for commencing the TP exercise is to show the existence of an international transaction. The next step is to determine the price of such transaction. The third step would be to determine the ALP by applying one of the five price discovery methods specified in Section 92C. The fourth step would be to compare the price of the transaction that is shown to exist with that of the ALP and make the TP adjustment by substituting the .....

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her transaction having a bearing on the profits, income, losses or assets of such enterprises, and shall include a mutual agreement or arrangement between two or more associated enterprises for the allocation or apportionment of, or any contribution to, any cost. or expense incurred or to be incurred in connection with a benefit, service or facility provided or to be provided to anyone or more of such enterprises. (2) A transaction entered into by an enterprise with a person other than an associ .....

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saction between two or more AEs, either or both of whom are non-resident (b) the transaction is in the nature of purchase, sale or lease of tangible or intangible property or provision of service or lending or borrowing money or any other transaction having a bearing on the profits, incomes or losses of such enterprises, and (c) shall include a mutual agreement or arrangement between two or more AEs for allocation or apportionment or contribution to the any cost or expenses incurred or to be inc .....

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and the 'includes' part. of clause (c), the Revenue has to show that there exists an 'agreement' or 'arrangement' or' 'understanding' between BLI -and B&L, USA whereby BLI is obliged to spend excessively on AMP in order to promote the brand of B&L, USA. As far as the legislative intent is concerned, it is seen that certain transactions listed in the Explanation under clauses (i) (a) to (e) to Section 92B are described as an 'International transact .....

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the service or benefit. This was negatived by the Court by pointing out; "Even if the word 'transaction' is given its widest connotation, and need not involve any transfer of money or a written agreement as suggested by the Revenue, and even if resort is had to Section 92F (v), which defines 'transaction' to include 'arrangement', 'understanding' or 'action in concert', 'whether formal or in writing', it is still incumbent on the Revenue to sh .....

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the Court interpreted the expression "acted in concert" and in that context referred to the decision of the Supreme Court in Daiichi Sankyo Company Ltd. v. . Jayaram Chigurupati 2010(6)MANU/SC/0454/2010, which arose in the context of acquisition of shares of Zenotech Laboratory Ltd. by the Ranbaxy Group. The question that was examined was whether at the relevant time the Appellant, i. e. , 'Daiichi Sankyo Company and Ranbaxy were "acting in concert" within the meaning of .....

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persons of substantial acquisition of shares etc. of the target company, For, de hors the element of the shared common Objective' or purpose the idea of "person acting in concert" is as meaningless as criminal conspiracy without any agreement to commit a criminal offence. The idea of "persons acting in concert" is not about a fortuitous relationship coming into existence by accident or chance. The relationship' can come into being only by design, by meeting of minds .....

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etheless, the element of the shared common objective or purpose is the sine qua non for the relationship of "persons acting in concert" to come into being. " 60. The transfer pricing adjustment is not expected to be made by deducing from the difference between the 'excessive' AMP expenditure incurred by the Assessee and the AMP expenditure of a comparable entity that an international transaction exists and then proceeding to make the adjustment of the difference in order t .....

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#39;transaction'. Further, the- Revenue's attempt at re-characterising the AMP expenditure incurred as a transaction by itself when it has neither been identified as such by the Assessee or legislatively recognised in the Explanation to Section 92 B runs counter to legal position explained in CIT vs. EKL Appliances Ltd. (supra) which required a TPO "to examine the 'international transaction' as he actually finds the same. " 62. In the present case, the mere fact that B& .....

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onal transaction has been negatived by the Court in Maruti Suzuki India Ltd. (supra) as under: "68. The above submissions proceed purely on surmises and conjectures and if accepted as such will lead to sending the tax authorities themselves on a wild-goose chase of what can at best be described as a 'mirage'. First of all, there has to be a clear statutory mandate for such an· exercise. The Court is unable to find one. To the question whether there is any 'machinery' .....

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er than what would be paid or charged by one entity from another in uncontrolled situations then that would be the ALP. The Court does not see this as a machinery provision particularly -in-light of the fact that -the-BLT has been expressly negatived by the Court in Sony Ericsson. Therefore, the existence of an international transaction will have to be established de hors the BLT, 70. What is clear is that it. is the 'price' of an international transaction which is required to be adjuste .....

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ents to the price of an international transaction which the AEs involved may seek to shift from one jurisdiction to another. An 'assumed' price cannot form the reason for making an ALP adjustment. " 71 Since a quantitative adjustment is not permissible for the purposes of a TP adjustment under Chapter X, equally it cannot be permitted in respect of AMP expenses either. As already noticed hereinbetore, what the Revenue has sought to do in the present. case is to resort to a quantitat .....

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tional transaction. And this, notwithstanding that this is not one of the deemed international transactions listed under the Explanation to Section 928 of the Act. The problem does not stop here. Even if a transaction involving an AMP spend for a foreign AE is able to be located in some agreement, written (for e. g. , the sample agreements produced before the Court by the Revenue) or otherwise, how should a TPO proceed to benchmark the portion of such AMP spend that the Indian entity should be c .....

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n that such expenditure is excessive or unreasonable having regard to the fair market value of the goods. " In such event, so much of the expenditure as is so considered by him to be excessive or unreasonable shall not be allowed as a deduction. " The AO in such an instance deploys the 'best judgment' assessment as a device to disallow what he considers to be an excessive expenditure. There is no corresponding 'machinery' provision in Chapter X which enables' an AO .....

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omestic, the consumption patterns, market behaviour and so on. A simplistic approach using one of the modes similar to the ones contemplated by Section 92C may not only be legally impermissible but will lend itself to arbitrariness. What is then needed is a clear statutory scheme encapsulating the legislative policy and mandate which provides the necessary checks against arbitrariness while at the same time addressing the apprehension of tax avoidance. 64. In the absence of any machinery provisi .....

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se there is an incidental benefit to the foreign AE, it cannot be said that the AMP expenses incurred by the Indian entity was for promoting the brand of the foreign AE. As mentioned-in- Sassoon -J David-(supra)- "the-fact that- somebody other than the Assessee is also benefitted by the expenditure should not come in the way of an expenditure being 'allowed by way of a deduction under Section 10 (2) (xv) of the Act (Indian Income Tax Act, 1922) if it satisfies otherwise the tests laid d .....

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international transaction and that the TPO had wrongly invoked the provisions of Chapter X of the Act for the said transaction. With regard to the submissions of the AR that the issue of AMP should be restored back to the file of the AO, we want to mention that law as a concept is supposed to evolve with passage of time-it cannot be static always. Nonavailability of a particular decision of the higher forum cannot justify the restoration of issue/cases to the file of AO in each and every case. U .....

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nce of such an agreement the first and primary precondition of treating the transaction in question an international transaction remains un - fulfilled. Conducting FAR analysis or adopting an appropriate method is the second stage of transfer pricing adjustments. The first thing is to find out whether the disputed transaction in is international transaction or not. Without crossing the first threshold second cannot be approached. In the case under consideration, we are of the opinion that AMP ex .....

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er, the AO did not allow set off in relation to brought forward unabsorbed depreciation, though in the draft assessment order same was allowed. Relying upon the decision of the Mumbai Special Bench in the case of Times Guaranty Ltd. (131 TTJ 257), the AO made a disallowance. As the AO had not disallowed the brought forward unabsorbed depreciation in the draft assessment order, as stated earlier, so, the assessee did not agitate the issue before the DRP. 3. 1. Before us, the AR contended that the .....

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mited(ITA/5556/MUM/2012). The DR supported the order of the AO. 3. 2. We have heard the rival submissions and perused the material before us. We find that the AO had made the disallowance following the order of the Tribunal delivered in the case of Times Guaranty Ltd. (supra), that the Hon ble Gujarat High Court had discussed the issue of set off of brought forward depreciation at length while delivering the judgment in the case of General Motors(supra). We find that in the cases, relied upon by .....

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llowed by ITAT, Mumbai Bench in the case of Confidence Petroleum India Ltd (supra) to which both of us are the parties. Further, said issue was also considered by ITAT Mumbai in the case of ITO V/s Graham Firth Steel Products (I) Ltd (2008) 24 SOT 106(Mum). In the said case the unabsorbed depreciation in AYs 1997-98 to 2001-2002 was added to the amount to the allowance of depreciation for the assessment year 2002-03 and held that be deemed to be part of that allowance, or if there is no such all .....

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including assessment year 1996-97, it is seen that where, in the assessment of assessee, full effect cannot be given to the depreciation allowance owing to there being no profits or gains chargeable for that previous year, or owing to the profits or gains chargeable being less than the allowance, then subject to the provisions of sub-section (2) of section 72 and subsection (3) of section 73, the allowance or the part of the allowance to which effect has not been given, as the case may be, shall .....

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section 32(2) as operative up to and including assessment year 1996-97 contemplates is that current depreciation is deductible, in the first place, from the income of the business to which it relates; if such depreciation amount is larger than the amount of the profits of that business, then such process is deductible from the profits or gains of any other business/es, if any, carried on by the assessee, and if a balance is left even thereafter, that comes for absorption from the income from an .....

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ciation for such succeeding year, the unabsorbed depreciation becomes the depreciation allowance for succeeding year. In this view of the matter, section 32(2) contained an independent provision for setting off unabsorbed depreciation carried forward from a preceding year. The unabsorbed depreciation can be allowed to be carried forward and set off against income from other sources in a subsequent year notwithstanding the fact that the business in respect of which it arose ceased to exist in the .....

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nly be set off against the profit and gains, if any, of any business or profession carried on by the assessee and assessable for that assessment year and following assessment year not being more than eight assessment years immediately succeeding the assessment year for which the aforesaid allowance was first computed. However, for availing the benefit of carried forward of unabsorbed depreciation, it is essential that the business or profession for which the allowance was originally computed con .....

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ion (2) of section 32 as substituted by the Finance Act, 2001 with effect from 1-4- 2002 has restored the sub-section (2) of section 32 as it stood in the assessment year 1996-97. In other words, the restrictions imposed by the Finance (No. 2) Act, 1996 with effect from 1-4-1997 in the matter of set-off of unabsorbed depreciation has been dispensed with by substituting the section 32(2) by the Finance Act, 2001 with effect from 1-4-2002 and status quo ante, i. e. , status quo of section 32(2) as .....

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-98 to 1999-2000 against business income of the assessment years under consideration. Hence, Ground of appeal taken by assessee is allowed by reversing the orders of authorities below. Respectfully, following the above order, second ground of appeal is decided in favour of the assessee. ITA/1119/Mum/2014, AY. 2009-10: 4. Effective ground of appeal, for the year under appeal, deals with additions made by the AO on account of TP adjustment under the head AMP expenses, amounting to ₹ 1, 69, 2 .....

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