SS THEATRES LLP,CHENNAI vs. DCIT, NCC-11(1), CHENNAI

The CPC, Bengaluru, in the order passed u/s. 154 r.w.s. 143(1) of the Income-tax Act, 1961 (hereinafter “the Act”), made an adjustment of Rs. 3,06,57,361/- on account of a mismatch between the gains reported in the financial statements and the gains reported in the return of income. This difference arose due to the accounting treatment adopted for the computation of capital gains. Aggrieved by the adjustment, the assessee preferred an appeal before the Ld.

CIT(A), who upheld the addition, observing that the assessee had shown Rs. 25,99,90,694/- as income from the sale of investment in a subsidiary under Note-11, titled “Other Income”. However, this income was reduced in Schedule-BP and offered under Schedule-CG. The receipts disclosed under Schedule-CG were found to be less than the amount shown in Schedule-BP, resulting in a variation of Rs.3,06,57,361/-, which was brought to tax u/s. 154 of the Act. The Ld. CIT(A) concluded that no interference was required in the adjustment made by the A.O.

The Ld. Authorized Representative (A.R) of the assessee has submitted that the assessee held 89.96% of the share capital of SPI Cinemas Pvt. Ltd. and sold 61.65% of its equity stake through a Share Purchase Agreement (SPA) dated 12.08.2018 to PVT Ltd. As per the SPA, the sale consideration was Rs. 460.61 crores, with an additional amount of Rs. 86 Crores payable to the assessee contingent upon the occurrence of certain future events within four years from the date of transfer. The Ld. A.R further submitted that the additional contingent consideration of Rs. 86 crores was offered to tax from A.Y. 2019-20 to A.Y. 2023-24 as and when it became due, in accordance with the terms of the SPA. He also submitted that in A.Y. 2020-21, an estimated debt adjustment of Rs. 2,66,75,972/- was reduced from the deferred consideration of Rs.28,66,66,666/- relating to the current year. The Ld. A.R has argued that the alleged difference of Rs.3,06,57,361/- neither accrued to the assessee nor was received in the relevant year, and hence, is not taxable in view of the provisions of Section 5 of the Act.

On the other hand, the Ld. Departmental Representative (D.R) submitted that the assessee had allocated the contingent compensation of Rs. 86 crores equally over three years, at Rs.28,66,66,666/- per year, but has offered income of only Rs.22,93,33,333/-. Ld DR submitted that assessee in financial statement has shown income of Rs 25,99,90,695/- but offered only Rs.22,93,33,333 in income tax return under capital gain in schedule- CG, therefore, the CPC has rightly made the adjustment for the difference.

We have heard the rival submissions and perused the material available on record. The CPC, in the order passed u/s. 154 r.w.s.

143(1) of the Act, made an adjustment of Rs.3,06,57,361/- as the assessee had reduced income of Rs.25,99,90,694/- from business or profession in Schedule-BP in respect of income from sale of investment, but has offered only Rs.22,93,33,333/- as capital gain in Schedule-CG. The assessee explained that the contingent consideration of Rs. 68.80 crores, has been offered one-third each of Rs. 22,93,33,333/- from A.Y 2021-22 to A.Y 2022-23 as against Rs.25,99,90,695/-, Rs.22,93,33,333/- and Rs 28,66,66,666/- shown respectively in financial statement. The Ld AR has submitted that total income returned against the transaction of sale of investment from A.Y 2018-19 to 2022-23 is Rs 543.94 crore as per financial statement as well as per income tax return, therefore entire gain has been offered to tax. The Ld. A.R submitted that the difference has arisen due to accounting treatment in accordance with applicable standards, and the income has been correctly reported as per the provisions of the Act.

In the result, the appeal filed by the assessee is allowed for statistical purposes.