TMI Blog2019 (5) TMI 533X X X X Extracts X X X X X X X X Extracts X X X X ..... 3.39% from exports to its AEs whereas the net loss suffered by the assessee in respect of the personal care division in the domestic segment is (-) 10.16%. As the net margins from the assessee s exports to its AEs is higher when compared to the result of its margins in respect of transactions in the personal care division in the domestic segment, the price of the sale of finished goods are at arms length. In this factual view of the matter, the TP Adjustment made by the TPO by adopting CPM as the MAM is accordingly deleted TP Adjustment on AMP Expenditure - HELD THAT:- Findings of the Co-ordinate Bench in the assessee s own case for Assessment Year 2011-12 [ 2018 (7) TMI 1964 - ITAT BANGALORE] are squarely applicable for the year under consideration as the facts, basis and reasons for the TPO making the AMP adjustment is identical to that of the earlier year, and, therefore, respectfully following the same, we delete the TP Adjustment of ₹ 26,61,11,989/- made on account of AMP expenditure. Further, as the net margin from the assessee s exports to AEs at 13.39% is higher as compared the net loss of (-)10.16% from the personal care division in the domestic segment, the as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 1961 (in short the Act ) vide dated 29.12.2014; pursuant to the directions issued by the Dispute Resolution Panel II, (DRP), Bangalore, under section 144C(5) of the Act dated 03.12.2014. 2. Briefly stated, the facts of the case are as under: 2.1 The assessee, a firm, engaged in the business of manufacture and sale of ayurvedic medicaments and preparations, consumer or personal care products and animal health care products, filed its return for Assessment Year 2010-11 on 06.10.2010 declaring income of ₹ 47,84,57,080/-. The return was processed under section 143(1) of the Act and the case was subsequently taken up for scrutiny for this Assessment Year. The Assessing Officer (AO) made a reference to the Transfer Pricing Officer (TPO) under section 92CA of the Act for determination of the arms length price (ALP) of the international transactions entered into by the assessee with its Associated Enterprises (AE) during the year under consideration. The TPO passed an order under section 92CA of the Act dated 30.01.2014 proposing TP adjustments totally amounting to ₹ 65,45,44,303/0; comprising (i) an adjustment of ₹ 38,84,32,314/- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In ground No.7 (supra) , the assessee is aggrieved by the action of the TPO/DRP in not allowing adjustments as per Rule 10B(1)(c)(iii) without prejudice to the objection on adoption of CPM as the MAM. Ground No.8 (supra) is in respect of denial of the benefit of proviso to section 92C(2) of the Act. Ground No.9 (supra), is in respect of the TP adjustment towards AMP expenditure. As these grounds relate to the TP adjustments of ₹ 38,84,32,314/- made by the TPO in respect of sale of finished goods, and of ₹ 26,61,11,989/- in respect of AMP activity, we deem it appropriate to consider these grounds together. 6.2 At the outset of the hearing, the learned AR for the assessee placed on record a copy of the order of the Co-ordinate Bench in the assessee s own case for Assessment Year 2011-12 in IT(TP)A No.807/Bang/2016 dated 04.07.2018; wherein according to the learned AR, identical TP adjustments were deleted by the Co-ordinate Bench. It was submitted that the facts of the case, the basis of and reasons for making TP adjustments are identical for t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rent. On the other hand, the personal care division products are sold through distributors and the same is market driven and therefore the profitability of the personal care division was considered with export to AEs for comparability. Since the net margin from export to AEs was higher than the net loss from domestic sales to unrelated parties, the assessee concluded that its exports to AEs were at arms length. 6.4.4 The TPO, after examining the assessee s TP study, issued a show cause notice to the assessee proposing to substitute CPM as the MAM in place of TNMM adopted by the assessee. In this regard, the TPO compared the gross margin earned on exports at 18.68% against gross profit of 48.13% earned by the domestic consumer product division and proposed a TP adjustment. After considering the objections / contentions raised by the assessee against the proposed adoption of CPM as the MAM, the TPO passed an order under section 92CA of the Act dated 30.01.2014 wherein he adopted CPM as the MAM and considered the gross profit margin in the consumer product division for bench marking purposes. The TPO was also of the view that the assessee acted as a contract manufact ..... 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( c)cost plus method, by which,- the direct and indirect costs of production incurred by the enterprise in respect of property transferred or services provided to an associated enterprise, are determined; ( ii) the amount of a normal gross profit mark-up to such costs (computed according to the same accounting norms) arising from the transfer or provision of the same or similar property or services by the enterprise, or by an unrelated enterprise, in a comparable uncontrolled transaction, or a number of such transactions, is determined; ( iii) the normal gross profit mark-up referred to in sub-clause (ii) is adjusted to take into account the functional and other differences, if any, between the international transaction55b[or the specified domestic transaction]and the comparable uncontrolled transactions, or between the enterprises entering into such transactions, which could materially affect such profit mark-up in the open market; ( iv) the costs referred to in sub-clause (i) are increased by the adjusted profit mark-up arrived at under sub-clause (iii); ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... last para of page 4, 2ndpara on page 5, etc. The TPO, however, rejected TNMM as the MAM and adopted CPM for determination of ALP of sale of finished goods to the assessee for the reason that, even though the products sold in the domestic consumer product division are comparable to the products sold to AEs, the functions performed, assets employed and risks undertaken in both the segments are not the same. The selling price and gross profit of products sold in the domestic consumer division is higher than that of the products exported to AEs for the reason that the assessee in the domestic consumer product division undertakes all function and incurs expenditure on distribution, marketing, advertisement, transportation, sales promotion, commission, travel, salary, travelling, administrative costs and also undertakes risks such as market risk, debt risk, etc. Therefore the selling price and gross profit of products sold in the domestic consumer products are fixed at a higher level than in the case of export of finished goods to AEs where the selling price is the ex-factory price; the freight at actual is collected by the assessee and also as all other expenditure mentioned above like ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ( i)none of the differences, if any, between the transactions being compared, or between the enterprises entering into such transactions are likely to materially affect the price or cost charged or paid in, or the profit arising from, such transactions in the open market; or ( ii)reasonably accurate adjustments can be made to eliminate the material effects of such differences. The effect of Rule 10B(2) and (3) is to compare an international transaction with an uncontrolled transaction with reference to the parameters as explained at (a) to (d) above and to make reasonably accurate adjustments to eliminate the material effects of differences between the international transactions and uncontrolled transactions. 8.5.8 In the case on hand, as discussed above, the assessee mentions a higher gross margin in the domestic market because it incurs significant administration, selling and distribution expenses, etc. In case of group concerns (AEs) since the administration, selling, distribution and other expenses are incurred by the group concerns themselves, necessitating the levying of higher margins ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p on domestic sales cannot be compared with gross profit on export sales to AE, reasonably accurate adjustments cannot be made to eliminate the differences between the domestic sale; export sales and consequently CPM cannot be considered as the MAM; and in this regard at para 50 thereof held as under :- 50.Considering the above submissions, vis- -vis the method i.e. CPM (cost plus method) adopted by the learned TPO to determine the ALP, which has been relied upon by the learned Departmental Representative, we find that the learned TPO while adopting CPM has failed to appreciate several material aspects of the issue as discussed above. In our view, the learned TPO was not justified in comparing the gross margin in export segment vis-a-vis gross margins in domestic segment. There are various differences in the functions performed and the risk assumed in these two segments and therefore, the same cannot be considered as comparable cases for determining the ALP. There is no marketing risk in the export segment, no risk of bad debts, no product liability risk in export segments whereas the assessee has to bear all these risks in the domestic segment. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reliance on the decision in the case of Diamond Dye Chem Ltd. Vs. DCIT in ITA No.3073/Mum/2006 dt.14.5.2010, wherein the Tribunal accepted CPM as MAM for the following reasons as held at para 35 thereof, which is extracted hereunder:- 35. We find the assessee is manufacturing Optical Brightening Agents (OBAs) which are being used in textile and paper industries and which are exported by the assessee to the AEs as well as Non-AEs. Therefore, we do not find any merit in the contention of the assessee that there is product dissimilarity between goods exported to AEs and unrelated parties and, therefore, the Cost Plus Method is not applicable. Further the learned counsel for the assessee also could not satisfactorily explain as to what are the substantial differences in the functional and risk profiles of the activities undertaking by the assessee in respect of the exports made to the AEs and Non-AEs. Therefore, we do not find merit in the submission of the learned counsel for the assessee that in cases where the differences in functional profile are so material that the same cannot be reasonably adjusted while carrying out a gross profit analysis, it m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uidelines, 2010, provides that TNMM is less affected by the transactional and functional differences as seen form Part III, B.2 at 2.68 thereof :- 2.68 One strength of the transactional net margin method is that net profit indicators (e.g. return on assets, operating income to sales, and possibly other measures of net profit) are less affected by transactional differences than is the case with price, as used in the CUP method. Net profit indicators also may be more tolerant to some functional differences between the controlled and uncontrolled transactions than gross profit margins. Differences in the functions performed between enterprises are often reflected in variations in operating expenses. Consequently, this may lead to a wide range of gross profit margins but still broadly similar levels of net operating profit indicators. In addition, in some countries the lack of clarity in the public data with respect to the classification of expenses in the gross or operating profits may make it difficult to evaluate the comparability of gross margins, while the use of net profit indicators may avoid the problem. 8.5.15 Rule 10B(1)(c) d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t and advantage of the tax authorities in view of convenience and easier availability of data not only from third party providers, but on their own level, i.e. assessment records of other parties. 90. The strength of the TNM Method is that net profit indicators are less affected by transactional differences in comparison with some other methods. This method is more tolerant to functional differences between controlled and uncontrolled transactions in comparison with resort to gross profit margins .. 8.5.16 In the case on hand, the net margin earned by the assessee in respect of personal care division in the domestic segment at 11.30% was compared to the net margin from exports to AEs at 15.80%. Since the net margin from exports to AEs was higher than the net margin from domestic sales to unrelated parties, the assessee concluded that its exports to AEs were at arm's length. The TPO has taken AE sales comprising of both pharma and personal care products and compared the same with the personal care products of the domestic segment. Since the products compared are different, consequently the gross profits are also different. Further, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ufactured by the assessee for the Indian Market. In our view, the TPO s understanding of a contract manufacturer will make every manufacturer of goods in India who would not only make domestic sales but also effect sales to an overseas distributor as a contract manufacturer. A co-ordinate bench of this Tribunal in the case of Essilor Manufacturing India (P) Ltd. Vs. DCIT (2016) 67taxman.com 377 (Bang-Trib) held that an assessee carrying out its independent activity of manufacturing cannot be treated as a contract manufacturer. It was held that in such circumstances CPM cannot be applied and TNMM will be the MAM. In view of the overall consideration of the peculiar facts and circumstances of the case, as discussed above, we hold that CPM adopted by the TPO is incorrect and contrary to the facts of the instant case and that the assessee is justified in adopting TNMM for determining the ALP in respect of finished goods exported to AEs. In this view of the matter, the Transfer Pricing Adjustment of₹ 41,12,32,939 made by the TPO by adopting CPM is accordingly deleted. Consequently, ground No.VIII IX raised by the assessee are allowed. 6.6 For the year under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d on the TPO s order contending that the TPO was right in making the said TP adjustment on AMP . 8.3.1 We have considered the rival contentions / submissions and perused the material on record and the judicial pronouncements cited. In the case on hand, the TPO has computed the ALP in respect of AMP expenditure as under:- 8.3.2 The TP Adjustment on AMP expenditure for Assessment Year 2011-12 was also carried out in a similar manner by the TPO and the same was deleted by the Co-ordinate Bench of the Tribunal in its order in the assessee s own case for Assessment Year 2011-12 in IT(TP)A No.807/Bang/2016 dated 04.07.2018 holding as under at paras 11.4.1 to 11.4.4 thereof: 11.4.1 We have heard the rival contentions, perused and carefully considered the material on record; including the judicial pronouncements cited. The question of whether incurring AMP expenditure result in an international transaction was considered at length by a co-ordinate bench of this Tribunal in the case of Essilor India P. Ltd. Vs. DCIT (2016) 178 TTJ 69 (Bangalore Trib.) which decision was followed by another co-ordi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rring AMP expenditure and the method of determination of ALP was the subject matter of appeal before the Hon ble Delhi High Court. The Hon ble Delhi High Court had categorically held that in the absence of agreement between Indian entity and foreign AE whereby the Indian entity was obliged to incur AMP expenditure of a certain level for foreign entity for the purpose of promoting the brand value of the products of the foreign entity, no international transaction can be presumed. It was further held that the fact that there was an incidental benefit to the foreign AE, it cannot be said that AMP expenditure incurred by an Indian entity was for promoting brand of foreign AE. One more aspect highlighted by the Hon ble High Court is that in the absence of machinery provisions, bringing an imagined transaction to tax was not possible. While coming to this conclusion, the Hon ble High Court had placed reliance on the decisions of the Hon ble Apex Court in the cases of CIT vs. B.C.Srinivasa Setty (128 ITR 294) and PNB Finance Ltd. Vs. CIT (307 ITR 75). The Hon ble Delhi High Court after referring to its earlier decision in the case of Maruti Suzuki India Ltd (supra) and Whirlpool of India ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... action as under: Meaning of international transaction. 92B.(1) For the purposes of this section and sections 92, 92C, 92D and 92E, international transaction means a transaction between two or more associated enterprises, either or both of whom are non-residents, in the nature of purchase, sale or lease of tangible or intangible property, or provision of services, or lending or borrowing money, or any other 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 any one or more of such enterprises. (2) A transaction entered into by an enterprise with a person other than an associated enterprise shall, for the purposes of sub-section (1), be deemed to be a transaction entered into between two associated enterprises, if there exists a prior agreement in relation to the relevant transaction between such other person and the associated enterprise, or the terms of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 show the existence of an 'understanding' or an 'arrangement' or 'action in concert' between MSIL and SMC as regards AMP spend for brand promotion. In other words, for both the means part and the includes part of Section 92B (1) what has to be definitely shown is the existence of transaction whereby MSIL has been obliged to incur AMP of a certain level for SMCfor the purposes of promoting the brand of SMC. 59. In Whirlpool of India Ltd. (supra), 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 act ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 'function' and a 'transaction' and that every expenditure forming part of the function cannot be construed as a '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 v. 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 L, USA through B L, South Asia, Inc holds 99.9% of the share of the Assessee will not ipso facto lead to the conclusion that the mere increasing of AMP expenditure by the Assessee involves an international transaction in that regard, with B L, USA. A similar contention by the Revenue, namely, that even if there is no explicit arrangement, the fact that the benefit of such AMP expenses would also enure to the AE is itself sufficient to infer the existence of an international transaction has been negatived by the Court in Maruti Suzuki India Ltd. (supra) as under: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he present case is to resort to a quantitative adjustment by first determining whether the AMP spend of the Assessee on application of the BLT, is excessive, thereby evidencing the existence of an international transaction involving the AE. The quantitative determination forms the very basis for the entire TP exercise in the present case. .......... 74. The problem with the Revenue's approach is that it wants every instance of an AMP spend by an Indian entity which happens to use the brand of a foreign AE to be presumed to involve an international transaction. And this, notwithstanding that this is not one of thedeemed international transactions listed under the Explanation to Section 92B 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 compensated for? 63. Further, in Maruti Suzuki India Ltd. (supra) the Court further explained ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... As already mentioned, merely because 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) thefact 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 down by the law . 21. Respectfully following the ratio of the decision of the Hon ble Delhi High Court in the above cases, we hold that no TP adjustment can be made by deducing from the difference between AMP expenditure incurred by assesseecompany and AMP expenditure of comparable entity, if there is no explicit arrangement between the assessee-company and its foreign AE for incurring such expenditure. The fact that the benefit of such AMP expenditure would also enure to its foreign AE is not sufficient to infer existence of international transaction. The onus lies on the revenue to prove the existence of international transaction involving AMP expendit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... evidence to substantiate the existence of any agreement or arrangement, either express or implied between the assessee and HGH , Cayman Islands for promotion of its brand. The Hon'ble High Court of Delhi in a series of decisions, inter alia, including the case of Maruti Suzuki India Ltd. Vs. CIT (2015) 64 taxman.com 150 (Delhi) emphasized the importance of Revenue having to first discharge the initial burden upon it with regard to showing the existence of an international transaction between the assessee and the AE. In the case of Maruti Suzuki India Ltd. Vs. CIT (supra), at para 64it was held as under :- 64. The transfer pricing adjustment is not expected to be made by deducing from the difference between the 'excessive' AMP expenditure incurred by the Assessee andthe AMP expenditure of a comparable entity that an international transaction exists and then proceed to make the adjustment of the difference in order to determine the value of such AMP expenditure incurred for the AE. And, yet, that is what appears to have been done by the Revenue in the present case. It first arrived at the 'bright line' by comparing the AMP expense ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tatute and Rules and introducing a new concept which has not been recognized and accepted as per the general principles of international taxation accepted and applied universally. In the case of Maruti Suzuki India Ltd. Vs. CIT (supra), the Hon'ble Delhi High Court at paras 84 to 86 thereof have held as under :- 84. The Court next deals with the submission of the Revenue that the benefit to SMC as a result of the MSIL selling its products with the co-brand Maruti-Suzuki is not merely incidental. The decision in Sony Ericsson acknowledges that an expenditure cannot be disallowed wholly or partly because its incidentally benefits the third party. This was in context on Section 57(1) of the Act. Reference was made to the decision in Sassoon J David Co Pvt. Ltd. v. CIT (1979) 118 ITR 26 (SC). The Supreme Court in the said decision emphasised that the expression 'wholly and exclusively' used in Section 10 (2) (xv) of the Act did not mean 'necessarily'. It said: 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urther, as the net margin from the assessee s exports to AEs at 13.39% is higher as compared the net loss of (-)10.16% from the personal care division in the domestic segment, the assessee s international transactions with its AEs are at arms length and therefore no separate adjustment for AMP expenditure is warranted. Consequently, ground No.9 of the assessee s appeal is allowed. 9. Ground No.10 Treatment of Interest Expenditure ₹ 2,91,89,882/- 9.1 In this ground (supra), the assessee challenges the DRP order in upholding the action of the AO in denying deduction of interest on borrowed capital amounting to ₹ 2,91,89,882/- on the grounds that it was capital in nature. The AO disallowed the said expenditure claimed by the assessee for the reason that the same relates to the period prior to the date on which the fixed assets / installations were put to use. In coming to this view, the AO relied on the tax audit report, wherein the said expenditure was treated as capital in nature. The assessee s submissions that the interest expenditure was in respect of loans used for construction of additional building in an already existin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fied in making the impugned disallowance. 9.4.1 We have considered the rival contentions and carefully perused the material on record; including the judicial pronouncements cited. For Assessment Year 2009-10, the AO disallowed the interest expenditure of ₹ 3,12,25,891/- for the similar reason that the said expenditure relates to the period prior to the date on which the fixed asset was put to use. The AO, however, allowed depreciation on the interest capitalized. Therefore, admittedly, the fact is that the building / asset in question was put to use and consequently the AO granted depreciation. In this regard, the relevant portion of the final order of assessment for Assessment Year 2009-10 in the case on hand is extracted hereunder:- 9.4.2 Depreciation under section 32 of the Act is allowed if the asset is put to use for the purpose of business. The DRP and the AO having allowed depreciation in Assessment Year 2009-10 have accepted the fact that the new building / asset forms part of an existing block of asset and has been put to use. Having accepte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re altogether a new industrial unit is set up, such extension or setting up of a new unit may be preceded with the preparation of a feasibility report or. a project report or conducting market survey and so on. These preliminary expenses are envisaged in s. 35D for the reason that the extension or setting up of a new unit presupposes that the assessee is entering into altogether a new line of activity or is setting up an undertaking which is independent of the present undertaking. With this background, let us consider the facts of the present case. 7. The assessee company is in manufacture of state of art packaging systems. It manufactures several products like steel strapping, sealing tools, industrial packaging machines, stretch wrapping and packing systems, paper conversion products etc. It is not unknown to anyone that the market gets flooded with new innovative products everyday. It is also not uncommon that the manufacturers of such products always try to package them in a sophisticated way to attract customers. Secondly, automation in every activity is the order of the day and hence new machines are also being evolved to hasten the process of packaging wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... duction of the expenditure as claimed by the assessee. 9.4.3 Similarly, the ITAT Delhi Bench in the case of AT T Global Services (India) P Ltd., Vs. DCIT (2017) 86 taxmann.com 158 (Delhi Trib); relying on the decision of the Hon ble Apex Court in the case of DCIT Vs. Gujarat Alkalies Chemicals Ltd., (2008) 299 ITR 85; at para 18 thereof has held as under:- 18. ______ The word extension has not been defined in the Income-tax Act, 1961 and one has to resort to the popular meaning of the term. The dictionary meaning of the word extend is a part that is added to something to enlarge or prolong it, addition, add-on, adjunct, addendum, augmentation, supplement, appendage, appendix; annexe, supplementary etc. The assessee submitted that the assets have been acquired only in connection with its existing telecommunication business. In our view, there is a very thin line of demarcation between the term expansion and extension, which can be differentiated basis the facts and evidences brought on record. Neither the Ld AO or the Ld DRP has brought on record. Neither the Ld AO or the Ld DRP has brought any evidence on facts ..... X X X X Extracts X X X X X X X X Extracts X X X X
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