ACIT, CIRCLE- 1, LTU, NEW DELHI vs. C&S ELECTRIC LTD., NEW DELHI

3. The learned Commissioner of Income Tax (Appeals) has erred both on facts and in law in disallowing on ad-hoc basis at 15% of the expenses a sum of Rs.13,42,417/- out of foreign traveling expenses allegedly on the ground that such expenses are not for business purpose.

4. The learned Commissioner of Income Tax (Appeals) has erred both on facts and in law in disallowing 1/3rd of expenses on ad-hoc basis of club , 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. membership and expenses amounting to Rs.1,59,005/- allegedly on the ground that the same are personal in nature.

5. The Appellant Company craves leave to add, alter or amend the ground of appeal at a later stage.”

A.Y. 2013-14 “1. On the facts and in the circumstances of the case and in law, Ld. CIT(A) has erred in allowing a relief of Rs.72,199/- on account of excess claim u/s 80IC in relation to transfer from non 80IC units to 80IC units as disallowed by the A.O.

2. On the facts and in the circumstances of the case and in law, Ld. CIT(A) has erred in allowing a relief of Rs.74,95,918/- made by A.O. while determining the adjustment on account of difference in transfer rate from Non 80IC units to 80C unit.

3. On the facts and in the circumstances of the case and in law Ld. CIT(A) has erred in directing the Assessing Officer not to allocate expenses amounting to Rs. 66,57,651/- on depreciation as applied for allocating the expenses of salaries of CMD/MD, interest expenses pertaining to car loan of CMD/MD u/s 80IC.

4. On the facts and in the circumstances of the case and in law, the Ld. CIT(A) has erred in directing the Assessing Officer not to allocate expenses amounting to Rs. 8,19,617/- on depreciation as applied for allocating the expenses of salaries of CMD/MD, interest expenses pertaining to car loan of CMD/MD u/s 10AA.

5. On the facts and in the circumstances of the case and in law, the Ld. CIT(A) has erred in directing to allow deduction u/s 10AA in respect of income of Rs.29,57,724/- from sale of scrap by SEZ unit.

6. On the facts and circumstances of the case and in law, the Ld. CIT(A) has erred in reducing the disallowance to Rs.12,42,840/- from Rs.49,82,586/- made by the AO u/s 14A of the I.T. Act read with Rule 8D of the Income Tax Rules, 1962.

7. The appellant craves leave to add to alter, amend or vary from the above grounds of appeal at or before the time of hearing.” , 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. 2.2 The issues raised in the above-mentioned six appeals are summed up as under: i. Deduction under section 80IC of the Act. ii. Deduction under section 10AA of the Act. iii. Disallowance under section 14A of the Act. iv. Disallowance of foreign travelling expenses. v. Disallowance of Club expenses. vi. Disallowance of depreciation on software license.

Particulars Amount (Rs.) Amount (Rs.) Income as per the ITR 22,12,26,430/- Addition/Disallowance 1 On a/c of excess claim u/s 67,29,850/- 80IC 2 On a/c of excess claim u/s 8,19,617/- 10AA 3 On account of sale of scrap by 29,57,724/- SEZ unit u/s 10AA 4 On a/c of disallowance u/s 14A 49,82,586/- 5 On a/c of foreign travelling 13,42,417/- 6 On a/c of depreciation on 1,09,592/- goodwill 7 Club Membership fees 1,59,005/- 8 Disallowance of deduction u/s 11,42,000/- 1,82,42,791/- 35(2AB) of the Act Total taxable income 23,94,69,221/- 3.1 Aggrieved, the assessee filed appeal before the CIT(A), who allowed part relief. The quantum additions/disallowances made in the assessment upheld the Ld. CIT(A) were challenged by the assessee and reliefs allowed by the Ld. CIT(A) were challenged by the Revenue. and 2533/Del/2018:

ITA No.2622, 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. effect in the Revenue appeals; and ITA No.2533/Del/2018 of AY 2013-14 and 2014-15 were below the threshold limit of Rs.60,00,000/-; therefore, these appeals were not maintainable. To which, the Ld. Sr. Departmental Representative (‘Sr. DR’) submitted that the tax effect in these cases had to be ascertained only by the Assessing Officer (‘AO’). However, the Ld. AR submitted the copies of appeal effects given by the AO and his applications filed under section 154 of the Act for consequential relief in pursuance of the Ld. CIT(A)’s orders. Prima facie, we find that the tax effects in these cases are below the threshold limit of Rs.60,00,000/-. Accordingly, these appeals of the Revenue; ITA No.2532/Del/2018 and ITA No.2533/Del/2018 of AYs 2013-14 and 2014-15 are not maintainable as per the CBDT Circular No.09/2024 dated 17.09.2024. Hence, these appeals stand dismissed accordingly. However, the Revenue has full liberty to file Miscellaneous Applications (‘MA’), within stipulated time period, if tax effect in any of these cases is found above the threshold limit.

5. Issues raised in assessee’s appeal of AY 2013-14 are as under: i. Deduction under section 80IC of the Act on account of allocation indirect expenses of the Head Office of Rs.43,56,584/- (Gr. No. 1) ii. Deduction under section 10AA of the Act on account of allocation of indirect expenses of Head Office of Rs.5,36,335/- (Gr. No. 2) , 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. iii. Disallowance of foreign travelling expenses of Rs.13,42,417/- (G. No. 3) iv. Disallowance of Club expenses of Rs.1,59,005/- (Gr. No. 4).

6. The assessee has claimed deductions under section 80IC and 10AA of the Act for its units situated in Uttarakhand and NOIDA respectively. The AO, questioning the pricing of goods/material transferred to & from exempted to non-exempted units & vice-versa and allocating the Head Office expenses of Rs.4,05,20,654/- not apportioned amongst exempted & non-exempted units to them, held that the assessee had debited these expenditures in its Head Office expenses, so that it could avail maximum deductions under section 80IC and 10AA of the Act. However; the AO, observing as under, restricted the claim of deductions under section 80IC and 10AA of the Act:

“4.4 In year under consideration the details filed by the authorized representative show that some goods are transferred at lower rates and some are at higher rate as compared to rates charged to outside parties. The authorized representative has submitted that the net difference (Overcharge) of (74,95,918/-) may be allowed, if the contentions of assessee are not accepted. This figure of overcharge ₹ (74,95,918/-) is arrived at after netting off of higher rates with lower rates charged as compared to outside parties. The higher rates cannot be offset by lower rates as claimed by the authorized representative because once a price is realized from outsider it becomes market rate and it cannot be compared with any artificial price taken in inter unit transfers. In view of the above the difference of ₹ 2,40,663/- (65,778/- of BT Haridwar Unit,₹1,466/- of BD Haridwar Unit and 1,73,420/- Panel Haridwar) which is worked by taking into consideration the material/goods transferred to 80IC beneficiary units at less than market price. Further the provisions of the Act in this regard is to prevent the undue benefit going to the exempt unit and not to give it advantage which it itself has failed to recognize by transferring the goods to the exempt unit. Since, the assessee has claimed 7 , 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. a deduction of 30% on BT Haridwar unit, 30% on BD Haridwar unit and 30% on Panel Haridwar Unit therefore, the undue benefit of cost by transferring goods/materials at less than market price to the tax benefit unit to the extent of 19,733/- (30% of ₹65,778/-) of BT Haridwar unit. 440/- (30% of 1466/-) of BD Haridwar unit and 52,026/- (30% of 1,73,420/-) Panel Haridwar Unit is added back to the total income of the assessee. Therefore, the total undue benefit of cost by transferring goods/materials at less than market price to the tax benefit unit amounting to ₹ 72199/- is added back to the total income of the assessee. 4.5 Further the assesses was asked to furnish the details of Head Office Expenses and to explain as to why the head office expenses related to the administration and establishment should not be allocated to the tax- exempt unit because the head office activities relate to the entire business comprising of taxable units and not taxable units. 4.6 The assessee's submissions in this regard vide letter dated 16.03.2016 were as under: "We submit that, as per law, profits derived from SEZ and industrial undertakings are eligible for exemption u/s 10AA, deduction u/s 801C and exemption u/s 10B (though no exemption has been claimed by the assessee during the year under assessment) of the Income Tax Act, 1961 respectively. There is no concept of reducing indirect expenses of Head Office. However, to avoid litigation, the allocation of Head Office expenses is done keeping in view the turnover of the 10AA & 80IC units. Further, it will not be out of place to mention that the HO not merely cater to the demands and supply of support services to the industrial units but also is bound to handle secretarial work, planning for development of new business lines, studying the policies and patterns of competitors worldwide. Further, all the units have complete administrative, finance and human resource infrastructure. The allocation of HO expenses has been done on systematic way and fully justified. Without prejudice to above, we further submit that: a) it will not be out of place to put to your knowledge that the expenses disallowed/additions made on account of Rule 8D out of the total expenses of the HO of the company should be eliminated from the HO

ITA No.2622, 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. expenses for calculating any allocation of such expenses to Units having claimed deduction/exemption under Section 80IC/10AA. b) Further expenses/provisions (e.g. Provision for Bad and Doubtful Debts amounting to Rs.5,48,36,300/-, Provision for Inventory amounting to Rs. 49,98,000/-, and Donations amounting for Rs. 18,22,700/- and instead of Book Depreciation amounting to Rs. 1,40,05,048/-, Depreciation allowable as per income Tax Act/Rules amounting to Rs.1,13,98,299/- should be taken) which have been disallowed/added/adjusted in computation of income should also be excluded for calculating any allocation of such expenses to Units having claimed deduction/exemption under Section 80IC/10AA. The detail of Head office expenses allocation and claim of exemption u/s 10AA & deduction claimed u/s 80IC of the Act in view of these head office expenses is enclosed as "Annexure - 1". Therefore, during the year under assessment, there should not be any further additions/disallowances towards allocation of head office expenses." 4.7 The submissions of the assessee have duly been considered and the same are not found to be acceptable. The head office exists for the different units of the business. If there is only one premises from where a business is carried out the concept of head office is unconceivable. Further the head office cannot be considered to be operating only for some units. The concept of head office to govern the activities of its all units from one place exists because there are certain common features which are to be taken care of in different unit of the business organization. The head office in itself does not manufacture any goods. It exists solely because there are other units under the umbrella. The assessee has suo-moto allocated some expenses of head office to the tax-exempt units. But while allocating the expenses of 37,36,07,722/- on the basis of turnover of the units including inter branch transfer the assessee has not allocated the expenditure towards salary and wages, Power and fuel, vehicle running and maintenance and miscellaneous expenses of CMD & MD and depreciation amounting to 4,05,20,654/- stating that they are looking after the corporate affairs since they are not looking after the affairs of the beneficiary units which are managed by independent staff these expenses in proportion to their salary cannot be allocated to the exempt units. The 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. contention of the assessee cannot be accepted because it's not possible that a promoter/share holder will not look after the exempt units and leave them at the mercy of other staff members whose stake are limited to salary, wages and some perks where as he has put in his capital in that business and has to essentially apply himself to all aspects of business to safeguard his capital and increase profit. 4.8 Therefore, the assessee's contention having not been accepted for the reasons mentioned above the common expenses incurred by the head office aggregating to ₹ 4,05,20,654/- in respect of payments made to CMD & MD and the Director and depreciation are required to be allocated to tax exempt units on the basis of their turnover. Accordingly the share of expenses in respect of the 80IC unit is calculated and the figure comes to ₹ 1,32,14,658/-. This amount is allocated as per the turnover of the 4 units in respect of which 80IC benefit has been claimed. This allocation comes to ₹ 42,01,186/ in Bus Trunking unit ₹ 28,37,082/ in Bus Duct unit and ₹38,47,505/- in MCCB unit and ₹ 23,28,885/- in Panel unit. A part from the MCCB unit which eligible for 100% deduction, the rest of the 3 units which are Bus trunking unit, bust duct unit and Panel unit are eligible for 30% deduction. Therefore, there is an excess claim of ₹ 66,57,651/- by not allocating head office expenses as discussed above. Thus, the claim of deduction u/s 80IC is found to be in excess by an amount of ₹ 67,29,850/- (₹ 72,199 + 66,57,651) which is disallowed and added back to the [Addition of ₹ 67,29,850/-] returned income.

Allocation of H.O. Expenses in respect of 10AA Units: - The 5. assessee has claimed deduction at Rs.2,10,30,825/- u/s 10AA of the Income Tax Act for SEZ unit situated at Plot No.43. NSEZ, Noida. The assessee was asked to furnish the head office expenses and the reason as to why the head office expenses should not be allocated to the tax-exempt unit in Noida as done in earlier year. The submissions of the assessee are on the same lines as given in respect of 80IC benefit units.

5.1 The submissions of the assessee are not found to be acceptable as part of the activities related to the business of 10AA benefit unit is carried out by the head office and accordingly the expenses if not allocated to the said unit the profit of the said unit is distorted and does not present the correct picture of profits of that unit. Therefore, following the decision of the 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. Hon'ble ITAT Mumbai in Assistant Commissioner of Income v/s Asea Brown Boverd Ltd., (2007) 11 TTJ Mum 502 wherein it was held as under: “……………..all expenses, whether they are direct or indirect or fixed, semi-fixed or variable, must be adjusted to determine the profits derived from the industrial undertaking. Similarly, head office expenses or expenses which are common to all the units/undertakings/divisions will have to be spread over and charged against the receipts of all the units/ undertakings/divisions. If this course is not followed, then what would stand allowed under Section 80IA would be inflated profits and not the net profits derived from the industrial undertaking in terms of the provisions of Sections 29 to 43.”

The expenses incurred by the head office are allocated between all units; tax exempt units as well as taxable units on the basis of their turnover. The share of common expenditure incurred by the head office toward payments to CMD & MD and the Director and depreciation as discussed above in respect of allocation of expenses to 80IC benefit unit is allocated to the 10AA benefit unit on the proportionate basis of its turnover. The assessee has sua moto allocated out of some heads of expenses an amount of ₹ 1,52,53,651/- as expenses of 10AA unit. However, by allocating the share of common expenditure incurred by the head office toward payments to CMD & MD and the Director and depreciation and including the expenses suo-moto allocated by the assessee the amount should have been ₹1,68,92,884/-. Thus, the total amount allocated out of the head office expenses other than out of heads of expenses already allocated by the assessee comes to ₹16,39,233/- (₹1,68,92,884-1,52,53,651). Further, the assessee has claimed on exemption of 50% u/s 10AA of the Act and accordingly 50% of ₹ 16,39,233/-amounting to ₹ 8,19,617/- is added to the returned income of the assessee by curtailing the deduction u/s 10AA to this extent. Penally proceedings u/s 271 (1) (c) to be initiated for furnishing of inaccurate particulars of Income. [Addition of ₹ 8,19,617/-]

5.2 Disallowance of deduction u/s 10AA in respect of scrap sales: - During the course of assessment proceedings, it was found that the assessee had made scrap sales of 29,57,724/- in unit operated in special economic zone (SEZ) which is specifically designated for export. The assessee was asked why the same should not be disallowed as done in 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. earlier year since scrap has been sold locally and not eligible for deduction. The assessee vide submission dated 16.03.2016 has stated that "The assessee company is engaged in Industrial activity of the manufacturing of electromechanical devices such as switches etc. During the manufacturing process, some scrap is generated as a normal production activity in the manufacturing process. The same is a recovery against the material cost incurred by the company. The company's claim of Exemption u/s 10AA of the Income Tax Act. 1961 on the taxable income/profits of this eligible unit is fully justified."

5.3 The contention of the assessee is not found to be acceptable because the income of scrap sales is not derived from the assessee’s activity of exports from the unit. The scrap is sold locally and hence, not eligible for deduction. Therefore, the excess deduction claimed of Rs.29,57,724/- in respect of scrap sale is disallowed and added to the [Addition of ₹ 29,57,724/-] returned income.

“5.3 The appellant's contention has been examined. The order of ITAT relates for A.Y. 2008-09. I have carefully gone through the order of the CIT(A) and ITAT for A.Y. 2008-09. The facts of the case and the manner in which the additions were made by the AO is different from the present case. The Hon'ble ITAT has dismissed the revenue stand on the basis of comparing the profit of eligible unit in comparison with other business of the appellant. The ITAT has categorically compared the GP rate and net profit ratio and given the finding that profit of eligible unit were not higher in comparison with the other business. The Hon'ble ITAT relied upon tribunal own order in the case of CAT Vision Products Ltd. (supra) and also mentioned that Ld. DR could not brought to our knowledge any contrary decision. These findings of the ITAT shows that factually the present case is different from A.Y. 2008-09. In the present case the appellant has not submitted details of gross profit and net profit ratio of eligible unit vis-à-vis other business units. In absence of these details, I do not see any reason to take a different stand and I intend to follow the order done in the case of appellant by my predecessor CIT(A) for A.Y.

, 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. 2011-12. While deciding the appeal for A.Y. 2011-12 the Ld. CIT(A) has observed as follows: - “5. Ground no 1.2 and 2 pertain to allocation of certain Head Office expenses in the ratio of turn over to 80IC units and 10AA units. These expenses fall in four categories i.e. salaries of CMD/MD, interest expenses pertaining to car loan of CMD/MD, depreciation and exchange rate difference. In the assessment year 10-11, the CIT(A) held that the salaries of CMD and MD are to be allocated to 80IC unit and 10AA unit, as it could not be held that they were not working for 80IC/10AA units. As regards depreciation, it was held that the depreciation of head office assets could not be allocated to 80IC/10AA units. Following the said order, allocation of salary of CMD and MD of Rs.2,90,09,573/- in the ratio of turnover done by the AO is upheld. For the same reason allocation of interest of Rs.1,48,933/- is also upheld. The exchange difference of Rs.80,63,567/-is also to be allocated as this expenditure has been incurred for common funds benefit from which, is derived by 80IC/10AA units as well. As regards deprecation of Rs.97,05,608/-, allocation of the same is deleted following the appellate order of CIT(A) for A.Y. 2010-11. The AO will, therefore, work out the allocation and recomputed the allowable deduction u/s 80IC and 10AA by excluding the allocation of depreciation of Rs.97,05,608/-. Therefore, grounds, no. 1.2 and 2 are treated as partly allowed." 5.4 There is no change in facts and circumstances of the case. Therefore, I do not have any reason to take a different view on allocation of head office expenses. Hence, following the order of CIT(A) for A.Y. 2011-12, the AO is directed to recompute the allocation of head office expenses in view of the finding given by Ld. CIT(A). The AO will, therefore, workout the allocation and recompute the allowable deduction u/s 80IC and 10AA by excluding the allocation of depreciation. As a result, grounds no. 1.2 and 2 of the appeal are partly allowed for this reason.

ITA No.2622, 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. “4. The Ground No. 1 arises from the reduction made by the ld. AO on account of entered transferred of goods with reference to Section 80IC(7) r.w.s. 880IA(8) of the Act which was restricted by the Ld. CIT(A) and department appeal have been dismissed in view of the low tax effect. It can be observed that assessee’s own case and ITA no. 3364/Del/2013 for A.Y. 2008-09. The issue is covered in favour of the assessee with following relevant findings in para no. 6 as follows: - “6. Ld. DR even though contended that the assessee has not taken this plea before the AO but we found that the assessee has taken this plea before the AO and the Ld. CIT(A). We also noted that the component transfer to panel unit are customer specific product and of different strength and specification therefore, they cannot be compared with the similar components company sold in the open market. The AO had made the adjustment due to the market value of the inter unit transfer but could not discharge the onus which in our opinion lie on him to ascertain the market value in respect of the component which were transferred by the assessee from one unit to the other unit. The onus lies on the AO to bring the comparative instance if the AO was not able to bring any comparative instance, he should adopted the market value on the basis of the value as determined by the Government of India, Excise Department i.e cost plus 10%. Ignoring this value in our opinion, will tantamount to that provision of section 80IA(a) of the Act has not been correctly applied by the AO and, therefore on the basis itself ignoring the alternate contentions of the assessee that if any deduction has to be reduced u/s 80IC in respect of Panel Division that has to be reduced only by Rs.28,405/-. We allow Ground No.1 taken by the assessee and set aside the order of the Ld.CIT(A) confirming the reduction of the deduction claimed u/s 80IC of the Act by Rs.10,28,461/-. Thus, Ground No.1 and 1.2 taken by the assessee are allowed while Ground No.1 taken by the revenue stands dismissed.” 4.1 As Ld. DR has not pointed any difference in facts and law as relied in assessee’s case in AY 2008-09, respectfully following the same the ground is decided in favour of the assessee.

ITA No.2622, 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. which were on the connected issue but has not given any conclusive findings. Thus considering same to be declined the ground is being decided. Ld. AR has pointed out that vide for A.Y. 2008-09, the issue has been discussed in favour of the assessee with following relevant findings and following the same the ground is decided in favour of assessee; “We noted that in the case of Catvision Products Ltd. 84 TTJ (Del) 241. This Tribunal has held that only the direct expenditure had to be considered while working out the profit for the purpose of deduction u/s 80IC. Mumbai Bench of the ITAT also in the matter of DCW Ltd. 132 TTJ (Mum.) 442 held for the purpose of section 80IA that indirect expenses cannot be reckoned in the computation of determining the profits of the eligible undertaking. Ld. DR even though vehemently referred to the order of the AO but could not brought to our knowledge any contrary decision. We, therefore, confirm the order of Ld. CIT(A) in deleting the reduction made by the AO in the deduction u/s 10B of the Act amounting to Rs.35,83,048/-. Thus, Ground no. 2 of the revenue stands dismissed.” 5.1 As Ld. DR has not pointed any difference in facts and law as relied in assessee’s case in AY 2008-09, respectfully following the same the ground is decided in favour of the assessee.

6. Further in for AY 2010-11 the ground no. 1, 1.2 and 2 and in ITA No. 3381/Del/2016 for AY 2011-12 the ground no 1 are common to this ground accordingly same are also decided in favour of assessee.”

ITA No.2622, 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. difference. The Ld. AR, emphasizing on the fact that the issues relating to claims under section 80IC and 10AA of the Act are squarely covered by the decision of the Co-ordinate Bench in assessee’s own case in 6178/Del/2014 & 3381/Del/2016. Hence, he prayed for the relief following the reasoning given in the said order as precedent.

ITA No.2622, 2623 & 7981/Del/2018 2533 & 8274/Del/2018 C & S Electric Ltd. of the Act. On the other hand, the assessee’s claim is that it directly reduces the cost of inputs resulting export sale and thus, it has direct correlation with the deduction under section 10AA of the Act. The Ld. CIT(A), following the decision of the ITAT in the case of Wipro Ltd. in deleted the disallowance in this regard. The Ld. AR, placing reliance on the decisions of the coordinate bench in the case of EXL Service.Com India Pvt. Ltd. in ITA No.4459/Del/2013 and Wipro Ltd. (supra), prayed for relief. We do not find any infirmity, on this issue, in the order of the Ld. CIT(A). Therefore, the ground numbered 3 raised by the Revenue fails accordingly.

Order pronounced in open Court on 30th June, 2025