ASSISTANT COMMISSIONER OF INCOME TAX, CENTRAL CIRCLE, DHANBAD vs. BINDHYAVASINI COMMERCIAL SERVICES PRIVATE LIMITED, DHANBAD

Dissatisfied with the above order, the assessee preferred an appeal before the ld. CIT(A) wherein the ld. CIT(A) deleted the additions of Rs.5,61,00,000/- u/s 68 of the Act in respect of as unexplained credit, Rs.60,48,903/- as rebate allowed to customer and sustained the additions in respect of Rs.1,89,100/- as sales promotion expenses and Rs.1,28,400/- as gift to retailers.

4.1 The ld. DR stated that the impugned order passed by the ld. CIT(A) in deleting the said addition u/s 68 of the Act of Rs.5,61,00,000/- was without considering that the director of the assessee company was not produced to prove source of source in response to notice u/s 131 of the Act and the ld. CIT(A) erred in allowing the addition in respect of rebate to the customers, which is significantly higher than the receipts obtained from various parties. Therefore, the relief granted to the assessee by deleting the addition may be set aside and order of the Assessing Officer may be sustained.

Name of Company Amount (Rs.) M/s Meera Merchandise Pvt. Ltd. 2,00,00,000/- M/s Brahma Tradelink Pvt. Ltd. 1,67,00,000/- M/s Shivhari Distributors Pvt. Ltd. 50,00,000/- M/s Gajraj Retails Pvt. Ltd. 31,50,000/- M/s Sutirth Distributors Pvt. Ltd. 12,50,000/- M/s Green Force Distributors Pvt. Ltd. 50,00,000/- M/s Fastspeed Fashions Pvt. Ltd. 20,00,000/- M/s Deb Agro Traders Pvt. Ltd. 30,00,000/- Total 5,61,00,000/- 5.1 The ld. AR further submitted that during the assessment proceedings, the Assessing Officer issued notice u/s 133(6) of the Act which was duly complied by the share applicant by furnishing the requisite documentary details such as PAN, Audited Financial Statements & Acknowledgments evidencing filing of their income-tax returns for A.Y 2013-14, copies of bank statements, explanation regarding source of funds etc. The ld. AR also submitted that the share applicant filed complete details of the eight entities from whom the share applicant received the payments thereby establishing the source of the source before the Assessing Officer and Bank statement of Amarendra Financial Pvt. Ltd. is filed to prove the genuineness of the transactions. He further submitted that all the transactions were done through proper banking channels and there was no deposit of cash either in the bank account of the assessee or its shareholders and these documentary evidences establishes the creditworthiness of the shareholders & genuineness of the transactions. He further argued that the Assessing Officer was unable to point out any specific defect or infirmity in these documents placed on record by the assessee and the reasoning given by the Assessing Officer to make the impugned addition is factually incorrect. He further added that the assessee submits that in the proceedings u/s 143(3) of the Act, it had placed before the Assessing Officer full and complete information with regard to share subscription amount received from its Corporate Shareholder Amarendra Financial Pvt. Ltd. and the Sole shareholder had complied with enquiries made by the Assessing Officer u/s 133(6) and it had furnished the following documentation in support of the subscription monies paid to the assessee towards allotment of the share capital: - i. Share Allotment Advice; ii. IT Acknowledgments for AY 2013-14; iii. Financial Statements for AY 2013-14 iv. Mode of payment along with details of payment supported by the Bank Statements; v. Explanation regarding its source of funds meaning explanation regarding source of source within the meaning of newly inserted proviso to section 68 of the Act; vi. Evidence in form of sale bill, investments list, Bank A/c details, Name, address, PAN of 8 entities from whom Amarendra Financial Pvt. Ltd. received money 5.2 He stated that from the above documents, it is clear that the assessee as well as the share applicant had furnished copies of Bank statements, which reflected the transaction of share subscription amount paid to the company. He stated that it is also clear from the Bank statements that no cash was deposited in the accounts of the share subscriber prior to encashment of cheques issued in appellant’s favour and the bank statements also substantiated that the share subscriber regularly conducted high value monetary transactions with several other persons and it was not a case where the shares subscribers had financial transactions only with the assessee and the Assessing Officer did not find any defect or discrepancy on the evidences furnished by the assessee before him as false or bogus. The ld. AR contended that the Assessing Officer solely made the impugned addition on the ground that the Director of the share subscriber companies failed to appear before him in response to summons issued u/s 131 of the Act, which is not correct. He submitted that the assessee has discharged its onus by submitting relevant documents before the Assessing Officer but the Assessing Officer did not consider those documents and added the said addition only on the basis of personal appearance of the directors of the assessee company u/s 131 of the Act. In this respect, the ld. AR relied on the decision the Gujarat High Court in the case of DCIT Vs Rohini Builders (127 Taxman 523) wherein it was held that when the assessee had discharged its onus of proving the identity of creditors by giving their complete addresses, permanent account numbers and copies of assessment orders, only on the ground that some of the creditors could not be served with notice u/s 131 or they failed to appear before Assessing Officer the loans could not be treated as non-genuine and therefore deleted the addition u/s 68 of the Act. 5.3 In regard to the disallowance of Rs.60,48,903/- on account of rebate to customers, the ld. AR submitted that the Assessing Officer made the disallowance of Rs.60,48,903/- on the basis of that the assessee has allowed rebate of Rs 1,09,68,441/- to its customers whereas the rebate received by the assessee is only Rs.49,19538/- and the excess rebate of Rs 60,48,903/- was disallowed by the AO. The ld. AR contended that in course of assessment proceedings, complete details in respect of rebate received and rebate allowed was furnished before the Assessing Officer and in reply to the show cause notice, the assessee has explained that the rebate has been allowed in view of commercial expediency and none of the customers to whom rebate has been allowed have been found to be bogus and in this kind of business of liquor allowing rebate is a common feature and submitted that the Assessing Officer made the disallowance purely on suspicion and surmises. The ld. AR submitted that the ld. CIT(A) has rightly deleted the additions on the above two issues by passing an elaborate order after discussing in details of the issues and the impugned order of the ld. CIT(A) may be upheld.

Name of Company Amount (Rs.) M/s Meera Merchandise Pvt. Ltd. 2,00,00,000/- M/s Brahma Tradelink Pvt. Ltd. 1,67,00,000/- M/s Shivhari Distributors Pvt. Ltd. 50,00,000/- M/s Gajraj Retails Pvt. Ltd. 31,50,000/- M/s Sutirth Distributors Pvt. Ltd. 12,50,000/- M/s Green Force Distributors Pvt. Ltd. 50,00,000/- M/s Fastspeed Fashions Pvt. Ltd. 20,00,000/- M/s Deb Agro Traders Pvt. Ltd. 30,00,000/- 5,61,00,000/- Total 6.1 We note during the assessment proceedings, the Assessing Officer issued notices which was duly complied by the assessee by furnishing the requisite documentary details such as Copy of Audited Financial Statement, Details of Shareholding, Details of Director, Bank Details, Details of unsecured Loan, Copy of Tax Audit Report, Complete address of company, Confirmation letter from share Applicant Company and in response to notice u/s 133(6), the share applicant also submitted PAN, Audited Financial Statements & Acknowledgments evidencing filing of their income-tax returns for A.Y 2013-14, copies of bank statements, explanation regarding source of funds etc. We further note that the company is active company and is duly registered with the Registrar of Company and the company is also an NBFC which is registered with the RBI and also the company is also regularly file their income tax return. It is important to mention here that the share applicant is a private limited company duly registered with the ROC and the audited annual accounts of the share applicant wherein Capital balance including Reserves & Surplus of the share Applicant confirms that investments made in the assessee company are very meagre and the available balance for investment as on 31.03.2013 stands at Rs. 89,93,49,226/- & Rs 89,87,59,580/- as on 31.03.2012, whereas the investment made by the applicant company was Rs.5,50,00,000/-, hence the share applicant had sufficient net-worth to invest in the assessee company. We find that the share applicant is regular income-tax assesses having PAN, copies of their audited financial statements and bank statements evidencing the transactions involving payment of share subscription monies were submitted by the assessee. We further note that the Assessing Officer made the addition only on the ground that the director of the share applicant company did not appear personally to the said summon u/s 131 of the Act and the ld. AR also submitted that the share applicant filed details of fund receipts from the above 8 entities to demonstrate as to the shares sold and payments received from such entities, Bank statement of Amarendra Financial Pvt. Ltd. was filed to prove the genuineness of the transactions. We further note that all the transactions were done through proper banking channels and there was no deposit of cash either in the bank account of the assessee or its shareholders. We hold that assessment proceedings were completed u/s 143(3) of the Act and the assessee submitted relevant details and evidences before the Assessing Officer to establish creditworthiness of the shareholders & genuineness of the transactions and the Assessing Officer did not point out any defect or discrepancy on the evidences furnished by the assessee and the assessee has fully discharged its onus by submitting relevant details and the said addition of Rs.5,61,00,000/- made u/s 68 of the Act is not justified as the said addition solely made on the basis of non-appearance of the directors of the assessee company. We find that the ld. CIT(A) has deleted the said addition after considering all documentary evidences submitted by the assessee and also considering the case laws and the relevant portion of the order of the ld. CIT(A) is as under:

“Ground- 1 That on the facts and in the circumstances of the case, the Ld. AO erred in adding Rs. 5,61,00,000/- w.r.t. share capital to the total income of the assessee. The issue involved here is whether the share capital including premium money received amounting to Rs. 5,50,00,000/- on issue of equity shares invites the mischief of the provisions u/s 68 of the Act? Facts are that during the year the appellant company raised share capital including share premium of Rs. 5,50,00,000/- from M/s Amarendra Financial Services Pvt Ltd (AFSPL). The AO has discussed this issue from pages 1 to 6 of the assessment order. In the course of the assessment proceedings before the AO, the appellant made compliances required by the AO. The appellant has submitted relevant details of share applicant company being AFSPL which included the address and PAN of the allottee, the identity and address proof of the directors of the share applicant company, share application forms, bank statements highlighting the transactions, financial statements with ITR acknowledgements for AY 2013-14 along with details of source of fund, with supporting documents being Financial Statement, allotment advice, relevant bank statement etc. Thereafter, the AO also issued notice u/s 133(6) to AFSPL through letter dated 04.12.2015. AFSPL complied to the same and filed its reply on 13.01.2016. The reply was accompanied with explanation and supporting documentary evidence which includes Copy of Audited Financial Statement, copy of relevant bank statement, allotment advise, source of funds etc. In the assessment order, page 3, the AO has recorded that in order to test the genuineness of the impugned transaction and creditworthiness of the share applicant company, the Director of the share applicant company was issued summons u/s 131 of the Act. The Assessing Officer wished to examine the director of the company in person, and to verify the various aspects of the impugned transaction. However, during assessment, the director of the share applicant company did not make a personal appearance in response to the summons issued u/s 131 of the Act. In his assessment order, the AO has taken an adverse view of this non-appearance. The AO, on account of the fact that the director of the share applicant company did not appear before him, placed a question mark upon the entire transaction, including the identity and creditworthiness of share applicant companies and found that the appellant company did not have sufficient income to make the impugned investments in share capital/premium. Hence, he concluded the assessment u/s 143(3) of the Act and made an addition of Rs.5,61,00,000/- u/s 68 of the Act treating the entire amount of share capital/premium as bogus and the unexplained income of the appellant company.

In the course of hearing the appellant submitted its written submissions along with enclosures including a detailed paper book. The submissions of the appellant are already reproduced in this appellate order. In making investigations in relation to authenticity of share capital/premium, it is imperative to keep the provisions of section 68 in mind. The initial onus for proving the identity and creditworthiness of the share applicants as well as the genuineness of the transaction lies upon the assessee who is claiming that such an investment was received by him. This can be done through the production of evidence in support of the identity and creditworthiness of such an applicant and also by providing sufficient evidence/ reasoning to establish that the said transaction was genuine and not bogus. From the details filed by the appellant before the AO, I am unable to find any fault with the conduct of the assessee as it had not only discharged its burden of substantiating the identity & creditworthiness of the shareholder AFSPL, but also the source of source of funds by filing details of all the 8 parties along with sale of investments bills, rate, amount etc. of the scripts sold by AFSPL and explained the transaction with reference to bank statements. Hence the source of source of funds is also explained with respect to provisions of section 68 of the IT Act. The Ld. AR has submitted that, the A.O. in making addition u/s 68 has erred in relying upon the decision of jurisdictional High Court in the case of CIT – Vs – Precision Finance Pvt. Ltd. (1994) 208 ITR 465 Cal, because the facts are distinguishable. In the case relied upon by the AO enquiry conducted by ITO revealed that either the assessee was not traceable or there was no such file and therefore the first ingredient i.e. the identity of the creditor was not established. On the other hand, in the present case there is no finding that share applicant company was untraceable, in fact the share applicant duly complied with the notice u/s 133(6) of the Act. The AO further relied on Novo Promoters & Finlease Pvt Ltd (2012) 342 ITR 169, in the said case, there was deposition before the investigation department, wherein some of the directors of share applicant company had accepted to have been engaged in providing accommodation entries. Whereas in the present case there is no such deposition nor did the AO brought anything on record that the share applicant is a bogus company. This adducing of evidence and providing of cogent reasoning has to be such as to provide a satisfaction in the mind of the AO regarding the bona fides of the transaction. Once this onus is discharged by the assessee, the burden shifts to the AO, who can either agree with the evidence /reasoning produced before him, or can disagree with it. In case of disagreement, the onus shifts to the assessing authority to provide cogent reasoning and/or concrete evidence for his reasons for doing so. In the present case it is found that the corporate share applicant is registered under the companies Act, 1956 and is also an NBFC registered with RBI and is having a valid Permanent Account Numbers (PAN). It has also been filing its returns with the Income Tax Department. The share applicant and debtor companies had disclosed their PAN along with acknowledgement of their return of income and furnished audited financial statements. The confirmations and source of funds have been submitted and been examined by the AO. It is also observed that the share applicant maintained bank accounts and copies of bank accounts from which payments were made to the appellant for subscribing to the share issued was filed before the AO as well in the Paper Book filed before me. Further the share applicant accepted the fact that they had subscribed to the shares issued by the appellant at a premium and that such transactions were duly reflected in their respective books of accounts, as well as in their audited Balance Sheets. The AO examined the balance sheet of the share applicant ASFSL and referred to Note-8 which reflects the loans/advances made by AFSPL. However, on perusal of the Audit Report it was found that Note-6 deals with share investment made by AFSPL. It is observed from Note-6 that the total share investment of AFSPL as on 31.03.2012 was Rs.82,62,23,248/-which reduced to 55,52,31,593/- as on 31.03.2013. Therefore, from Note-6 it is clear AFSPL had liquidated in total Rs. 27,09,91,655/- of its investment during the relevant previous year i.e., 2012-13 which apparently has been advanced by way of loans, further investments and other advances. The details dated 12.01.2016, filed by AFSPL in response to notice u/s 133(6) explaining the source of source has not been doubted by the AO. The AO has not conducted any independent inquiry regarding the source of source. Without establishing that the details are non-genuine or without examining the nature of payments made, the AO has invoked the provisions of section 68 of the Act for making addition. The AO should have verified and examined the transaction w.r.t. documents & bank statement. The AO has accepted all the aspects of the transaction in relation to share capital without pointing out any deficiency. It is found and accepted by the AO that the entire transactions have been through banking channels only, and there are no cash deposits reported in any of the bank statements. The identity of appellant and the investor company and their directors have undoubtedly been proved. His objection is that the investing companies did not have the financial worth to invest in the high premium that was claimed to have been paid by them. He has also stated that share applicant did not show enough profits or taxable income to allow them to invest the large amounts that had been invested as share capital/ premium. Therefore, in effect, he has doubted the creditworthiness of the share applicant company AFSPL. I have perused the financial statement of share applicant and find that the company has reported a total revenue of Rs 41,61,827/- and current investment of Rs 55,52,31,593/- during the assessment year. Thus, the contention of AO that the company does not have enough profit does not hold good. Further, it has to be noted that in order to prove the creditworthiness of a company, it is not always necessary to look only for these investments to have been made from the profits of the company. It is by now an accepted position of law that net profits are not the only indicators of the investment making capacity of an entity. What has to be examined is the net worth of entity as well as the availability of funds with it. In the present case the net worth of the company as on 31.03.2013 was Rs 89,93,49,226/-. Thus, the share applicant had proven net worth hence creditworthiness cannot be doubted. My attention was brought to para 3.4 on page 5 of the assessment order wherein the AO alleges that the share applicant company is a paper company and thus it does not have the financial capacity to invest. Against this the appellant through its submission objected and filed a detailed illustration substantiating that share applicant is not a paper company. In this process, it submitted that the subscriber company has Revenue of Rs.41,61,827, Profit after Tax of Rs 13,29,395/- and Value of current investment held by the subscriber company of Rs.55,52,31,593/-. All these figures were taken from the audited financial statement of 31.03.13, which indicates that it is not a paper company. The appellant also stated that for the previous year in question, the subscriber company has paid taxes of Rs.5,94,475/- which a paper company may not afford. He also brought to my attention that the company is a NBFC registered with RBI. Thus, the contention of AO that the subscriber is a paper company does not hold much grounds. The AO had issued summon u/s 131 to share subscriber company to verify the genuineness of the transaction which was not complied with. I also find that notice u/s 133(6) was also issued and the same was complied with. Apparently, non-compliance to 131 has made the AO to treat the transaction as not genuine. This action of AO is not justified for the reason that the share applicant and the appellant company has complied to all the notices issued and has also submitted documentary evidence and nowhere in the order the AO has reported any discrepancy regarding the same. Mere non-compliance to 131 cannot override the documentary evidence already on record. Also, there are plethora of judgement in favour of the same and has been referred by the appellant through the written submissions. Further the AO did not take any other measure to satisfy himself other than issuing notice u/s 131. I have gone through the detailed written submission wherein the decisions relied upon by the AO in the following cases have been discussed and distinguished- 1) CIT Vs. Precision Finance Pvt. Ltd. (1994) 208 ITR 465 Cal. 2) Bisakha Sales Pvt. Ltd. vs. CIT (ITAT Kolkata) 3) Sumati Dayal Vs. CIT(1995) 214 ITR 801(SC) 4) CIT Vs. Durga Prasad More (1971) 82 ITR 5) Novo Promoters & Finlease Pvt. Ltd. (2012) 342 ITR 169 The Ld. AR has clearly brought out that the facts of the case of the appellant company is clearly distinguishable from the facts of the above-mentioned authorities relied by the AO. Beside the above, the Ld. AR has relied upon the following decisions to support his arguments – 1. DCIT vs Rohini Builders (127 Taxman 523) “The Hon’ble High court held that only on the ground that some of the creditors could not be served with notice u/s 131 or they failed to appear before AO the loans could not be treated as non-genuine and therefore upheld the order of Tribunal deleting the addition u/s 68 of the Act.”

1. CIT vs. Orchid Industries (P.) Ltd [397 ITR 136] “Wherein it was held that when the assessee had produced on record documents to establish genuineness of party such as PAN, financial statement and their bank statements showing payment of share application money, only because the said persons had not appeared before AO would not negate case of assessee so as to invoke sec 68 of the Act.” 1. CIT v. Anshika Consultant Pvt Ltd. (62 Taxmann.com 92) “Arriving at the conclusion the AO did not consider it worthwhile to make any further enquiry but based his order on the high nature of the premium and certain features which appeared to be suspect, to determine that the amount had been routed from the assessee account to the share applicants’ account. As held concurrently by the Commissioner (A) and the Tribunal, these conclusions were clearly baseless and false” Reliance is further placed on the following cases by the Ld. AR. • Cit Vs. Rajkumar Agarwal (ITAT No. 179/2008) [Allahabad HC] • ITO vs. Devinder Singh Shant (ITA No. 208/Kol/2009) [Kol. ITAT] • ITO vs. Cygnus Developers(I) Pvt. Ltd (ITA No. 282/Kol/2012) [Kol ITAT] • S.k Bothra & Sons, HUF v. ITO (347 ITR 347) [Cal HC] • Crystal Networks (P.) Ltd. V. CIT (353 ITR 171) [Cal HC] • ITO v. Tanish Infra Developers Pvt Ltd. (ITA No.1636/Kol/2016) • ITO v. Trend Infra Developers Pvt. Ltd (ITA No. 2270/Kol/2016) Dated 26.10.2018 (Kol ITAT) Kanchan Plywood Products Pvt. Ltd v ITO (ITO No. 2411/Kol/2017) Dated 01.05.2019 (Kol ITAT) I have considered the above-mentioned case laws relied upon by the Ld. AR. In my considered view under the facts and circumstances of the case the appellant has proved the identity and creditworthiness of the share applicant and source of the source and also the genuineness of the transaction. I find that the appellant has discharged its onus to prove all the above ingredients with reference to documentary evidence. The AO has not pointed out any defect in the Audit Report of the share applicant or the source of the source. The AO has also not pointed out that any cash was deposited in the bank account of the share applicant or in the bank account of the source of the source being the debtor of the share applicant. The AO has not conducted other enquiries to raise doubts regarding the authenticity and genuineness of the Audit Report and the contents of the bank statements. The Ld.AR has supported the facts in case of the appellant company with reference to numbers of decision as narrated above.

In view of the aforesaid discussion the addition of Rs. 5,61,00,000/- made u/s 68 of the Act has not been corroborated with facts and even with reference to the authorities in this case. For the aforesaid reasons the action of AO in making addition of Rs 5,61,00,000/- u/s 68 is held to be unsustainable and hence deleted. Ground no.1 is allowed.” 6.2 Considering the above facts and circumstances and the judicial precedents relied upon, we note that that the assessee as well the share applicants had placed record sufficient material and evidences to prove and establish the identity and creditworthiness of the share applicant and the genuineness of the transaction and after the furnishing of the relevant documents, the Assessing Officer also made independent enquiries from the share applicants by issue of notices u/s 133(6) of the Act and the Assessing Officer has not found any defect or discrepancy in the documentary evidences submitted. We further note that the transactions were done through banking channels and copies of their bank statements evidencing the transactions involving payment of share application monies were also submitted before the Assessing Officer. Therefore, we hold that the assessee duly explained the identity, genuineness and creditworthiness in regard to each of the share applicant and the said addition u/s 68 of the Act has been made by the Assessing Officer only on surmise, conjecture and without application of mind ignoring the evidences placed on record. Under the circumstances and following the binding judicial precedents including the decision of Hon’ble Supreme Court in the case of CIT vs. Kamdhenu Steel & Alloys Ltd. in SLP(CC) No.15640 of 2012, wherein it was held that mere non- appearance of director cannot be held to be justified in treating the share premium and share capital as unexplained income if sufficient documentary evidences are provided and in the case of CIT vs Lovely Exports (P) Ltd. reported in (2008) 216 CTR 195 (SC), wherein, also the Apex Court held that once company proves the existence and authenticity of shareholders, it had discharged its burden u/s 68 of the Act. In view of the above discussion and considering the judicial precedents, we are of the view that the ld. CIT(A) has rightly deleted the addition of Rs.5,50,00,000/- made by the Assessing Officer u/s 68 of the Act by passing an elaborate order and we do not find infirmity in the order of the ld. CIT(A) on this issue and the same is upheld.

A. Year Rebate received Rebate paid Turnover Ratio to T/O 2012-13 37,79,027/- 62,21,810/- 19,24,27,977/- 0.039 % 13,50,000/-* 75,71,810/-

2013-14 49,19,538/- 1,09,68,441/- 24,70,30,152/- 0.044 % The increase in sale is 28% (approx.) which is quite substantial. It is important to note here that the relevant details of rebate paid 7.1 and received was furnished before Assessing Officer and the Assessing Officer has disallowed excess rebate without conducting any enquiries from the customers and no cogent materials had been brought on record to justify the disallowance made by the Assessing Officer and these expenses are very much in nature of business of assessee’s normal course of business. Considering the above discussion made, we are of the view that the Assessing Officer made the disallowance on this issue purely on suspicion and surmises whereas the assessee has submitted relevant details for the said disallowance and the ld. CIT(A) has rightly deleted the addition on this issue by passing an elaborate order after discussing in following manner:

I have gone through the facts of the case of the appellant. It is observed that rebate is one of the factors to sustain its business and this it is for the management of the company to decide upon the rate/amount of rebate. I have not found any comment from AO which states that the appellant has not produced any documentary evidence or has fabricated documents with regard to the same. The company had been claiming this expense in earlier year also where no adverse view has been taken by the AO. The case relied upon by the AO is not applicable under the facts of the case of the appellant. It was stated that no such disallowance has been made in past although the ITRs were subjected to scrutiny. It was also stated that there is no logic for making any disallowance in excess of corresponding receipts. As long as the expenses are connected to appellant’s business, no disallowance of the same can be made. In view of the aforesaid discussion, the disallowance of Rs.60,48,903/-is hereby deleted. Ground no. 2 is allowed.