SWATCH GROUP (INDIA) RETAIL PRIVATE LIMITED,DELHI vs. THE DEPUTY COMMISSIONER OF INCOME TAX, DELHI

(Assessment Year: 2020-21) Swatch Group (India) Retail Private Ltd., vs. DCIT, Circle 22(2), 4th Floor, Rectangle 1, Plot No.D4, Delhi. Saket District Centre, Saket, New Delhi – 110 017. (PAN : AAVCS7960H) (APPELLANT) (RESPONDENT) ASSESSEE BY : Shri Ravi Sharma, Advocate Ms. Shruti Khimta, AR REVENUE BY : Shri S.K. Jadhav, CIT DR Date of Hearing : 16.09.2025 Date of Order : 12.12.2025 O R D E R

PER S. RIFAUR RAHMAN, ACCOUNTANT MEMBER :

“1. On the facts and circumstances of the case and in law, the impugned final assessment order dated 26, 2024 framed by the Ld. AO is bad in law and barred by limitation. Transfer Pricing ('TP') Grounds TP adjustment with respect to sale of traded goods 2. On the facts and circumstances of the case and in law, the Ld. AO and Learned Transfer Pricing Officer ('Ld. TPO') erred in making an adjustment of INR 1,55,20,501 by disregarding the arm's length analysis undertaken by the Appellant for its international transactions, and in doing so, have grossly erred in: 2.1 Not appreciating that none of the conditions set out in section 92C(3) of the Income tax Act, 1961 ('the Act') are satisfied in the present case. 2.2 Disregarding the benchmarking analysis undertaken by the Appellant in the TP documentation as maintained by the Appellant in accordance with section 92D of the Act read with Rule 10D of the Income tax Rules, 1962 ('the Rules') and instead undertaking a fresh economic analysis with inappropriate quantitative and qualitative filters. 2.3 On the facts and circumstances of the case and in law, Ld. AO and Ld. TPO erred in disregarding the segmental profitability of the Appellant in its related party business of purchase and sale of diamonds, and instead considered the entity level profit of the Appellant. 2.4 On the facts and circumstances of the case and in law, the Ld. AO and Ld. TPO erred in not appreciating that the said transaction was entered into 'by the Appellant only for the purpose of satisfying the requirements under the Single Brand Retail Trading (‘SBRT') and that the Appellant merely performed administrative functions, which does not require allocating expenses from the domestic business. 2.5 On the facts and circumstances of the case and in law, the Hon'ble DRP erred in rejecting the certificate obtained from the Chartered Accountant duly verifying the correctness of the segmental profitability, despite agreeing to adopt transaction-by- transaction approach for trading of diamonds vis-a-vis trading of watches.

2.6 On the facts and circumstances of the case and in law, the Ld. AO and Ld. TPO erred in not appreciating the business operations of the Appellant with respect to the international transactions viz-a- viz its domestic retail business. TP adjustment with respect to interest computed on outstanding receivables 3. On the facts and circumstances of the case and in law, that the Ld. TPO/Ld. AO erred on facts and in law in making an adjustment amounting to INR 15,67,140 on account of alleged notional interest on outstanding receivables due from Associated Enterprises. In doing so: 3.1 The Ld. TPO/Ld. AO erred on facts and in law in identifying the outstanding receivables as separate and independent international transaction and not appreciating that the same is instead the result of an international transaction; 3.2 Without prejudice to above grounds, the Ld. TPO/Ld. AO erred on facts and in law in characterizing the outstanding receivables from AEs as loan advanced to AEs and charging the notional interest; 3.3 Without prejudice to above grounds, the Ld. TPO/Ld. AO erred on facts and in law in disregarding Assessee's contention that no notional interest can be charged where the assessee has not charged any interest for receivable balance from Non-AE; 3.4 Without prejudice to above grounds, the Ld. TPO/Ld. AO erred on facts and in law erred in considering the outstanding receivables of INR 2,99,78,103 for computing interest on outstanding receivables instead of INR 2,96,69,975; 3.5 Without prejudice to above grounds, the Ld. TPO/Ld. AO erred in not giving effect to the directions of the Hon'ble DRP by not considering credit period of 60 days for the purposes of computing interest on outstanding receivables and disregarding the fact that the weighted average realization days of the Appellant is 49.25 days; 4. That on the facts and circumstances of the case, and in law the Ld. AO grossly erred in proposing to initiate penalty proceedings under section 270A of the Act.

All the above grounds are without prejudice to each other. The Appellant craves leave to add, to amend to substitute, to withdraw, to modify, to alter and/ or re-instate the foregoing grounds of the appeal on or before the time of hearing.”

relating to TP adjustment with respect to sale of traded goods. The relevant facts relating to ground no.2 are, the case of the assessee was referred to TPO, TP 3(1)(2), Delhi. After considering the submissions made by the assessee, the TPO observed that assessee has entered into following international transactions which are as under :- S.No. Description of the Method Amount (INR) transactions 1 Sale of traded goods TNMM 2,95,63,354 2 Purchase of diamonds TNMM 2,86,57,040 (deemed international transaction)

5. With regard to sale of traded goods, the assessee has submitted TP report using TNMM method and PLI of Operating Profit/Total Cost. The assessee has declared earning of operating profit margin at 2.38% on total cost and TPO rejected the selection of 11 comparables and determined the weighted average margin of 0.79%. The TPO further observed that the transfer pricing study report shown by the assessee in its segmental profitability determining OP/TC at 2.38% as under :- Particulars Keys Amount in INR Revenue from Operations A 29,669,802 Other income Less : Discount received N 106,448 Total Revenue C = A + B 29,563,354 Purchases D 28,657,040 Freight & Clearing charges E 129,505 Other expenses F 90,000 Total cost TC = D+ E + F 28,876,545 Operating Profit OP = G – TC 686,809 Operating Profit/Total cost OP / TC 2.38%

6. The TPO, after perusing the audited financial statements submitted by the assessee, observed that the assessee is engaged in the business of trading of watches. The assessee’s revenue from operation in Profit & Loss account included sale of watches and sale of diamonds. The assessee has not produced audited segmental analysis to show the profit margin separately from trading business of diamonds and watches. The profit margins calculated and submitted by the assessee is not supported by the audited segmental analysis. He further observed that a portion of expenses were attributable to some activities, it is expected on the part of the assessee to maintain a record of the same in terms of Rule 10D(1)(f) of the Income-tax Rules, 1962 (for short ‘the Rules’). However, assessee has not produced any such record. Accordingly, the profit margin computed on segmental basis is accordingly rejected. Accordingly, he proceeded to determine the TP adjustment and selected the comparables as under :- Sl.No. Company Name Weighted Average Margin (OP/OC) 1 Panth Infinity Ltd. -2.93% 2 Gautam Gems Ltd. -0.61% 3 Diamond India Ltd. 0.24% 4 Lypsa Gems & Jewellery Ltd. 0.57% 5 Zel Gems & Jewellery Ltd. 0.91% 6 Poddar Diamond Pvt. Ltd. 0.95% 7 White Organic Agro Ltd. 1.14% 8 Shukra Bullions Ltd. 4.15% 9 Crescent Diamonds Exim Pvt. Ltd. 4.24% 10 Starlineps Enterprises Ltd. 8.19% 35th percentile 0.57 65th percentile 1.14% Median 0.93%

7. He made a TP adjustment of Rs.1,55,20,501/- being ALP of international transactions relating to sale of traded goods.

8. Further, with regard to Ground No.3, the TPO observed that assessee has outstanding receivables of Rs.2,99,78,103/-. Accordingly, assessee was asked to submit details of receivables as on 01.04.2019 and during the FY 2019-20 from AEs as per the format reproduced at page 15 of the TPO’s order. Since the assessee has not submitted the details in the above format, the TPO proceeded to determine the TP adjustment on interest on receivables at Rs.18,75,430/- based on the six month Libor rate during FY 2019-20.

9. Aggrieved with the above order, assessee preferred an appeal before the ld. DRP and ld. DRP has sustained the findings of the TPO.

It is important to note that the Assessing Officer has neither disallowed the loss of the domestic transaction while completing the assessment nor has he disturbed the cost / expense debited in the domestic transaction. Hence, the approach of the Ld. TPO is fallacious and arbitrary, 15.4. The Appellant relies on the order of the Hon’ble ITAT in the case of Aramex India (P.) Ltd. Vs DCIT ([2018] 94 taxmann.com 488 (Mumbai - Trib.)) wherein the Hon’ble Tribunal Quote 32. We have considered rival contentions and carefully gone through the orders of the Tribunal in assessee's own case wherein Tribunal held that loss incurred by the assessee in the domestic segment cannot be a reason for rejection of segment. Precise observation of the Tribunal as contained at para 7.3. reads as under: "7.3 So far as the TPO's observation for rejecting the segmental results that the assessee had been incurring huge losses in the domestic transactions, which has led to him to doubt the entire allocation of cost and also making the adjustment at entity level, we noticed that the TPO's entire premise is based on the fact that the assessee has allocated more costs in the domestic segment as compared to international segment, mostly with the AE. It is important to note here that neither the Assessing Officer has disallowed the loss of the domestic transaction while completing the assessment nor he has disturbed the cost / expense debited in the domestic transaction. Even the losses incurred in domestic segment for earlier years has been set off and allowed to be carried forward. The assessee has given very detailed reasons for the losses in the domestic segment, which was mainly for the reasons that it had stiff com petition in the domestic market and looking to its standard of services, it was unable to get the proper cost of services. Other several factors have also been elaborated before the TPO as well as before the DRP, however, the same have been rejected mainly on the ground that, how the assessee has been incurring losses year after year in this segment only. This cannot be the sole reason for rejecting the segmental results, if the overall cost debited / expenses incurred have not been disturbed. The results of the domestic transaction have been accepted by the Assessing Officer. The TPO has mainly discussed the losses as a premise for applying the Arm’s Length at the entity level. Thus, in our opinion, this cannot be aground for rejecting the segmental results, unless the losses itself has been found to be superficial on the basis of material or evidence on record. Even the books of account for the domestic results, or as a matter of fact, for the entire entity level have not been rejected. Loss in a particular segment san any material to doubt cannot be the basis for rejecting the segmental results, especially when they are duly audited and certified."

15.5. It is further submitted that the Ld. DRP has in fact accepted the business is further submitted that the Ld. DRP has in fact accepted the business is further submitted that the Ld. DRP has in fact accepted the business model of the Appellant and duly recognised that t model of the Appellant and duly recognised that the transaction of trading he transaction of trading diamonds is a distinct acti diamonds is a distinct activity from selling watches through a retail model. vity from selling watches through a retail model. Trading of diamonds is a B2B exercise of a different product in a different Trading of diamonds is a B2B exercise of a different product in a different Trading of diamonds is a B2B exercise of a different product in a different territory vis a vis selling of watches which is a B2C exercise of watches in territory vis a vis selling of watches which is a B2C exercise of watches in territory vis a vis selling of watches which is a B2C exercise of watches in reverse territory. Thus, the transaction reverse territory. Thus, the transaction-by-transaction approach adopted by on approach adopted by the Appellant has been accepted as the correct approach the Appellant has been accepted as the correct approach the Appellant has been accepted as the correct approach (refer Page 37 Para 5 of the Appeal Set) Para 5 of the Appeal Set). 15.6. Thus, the short issue for consideration before this Hon’ble Bench is the Thus, the short issue for consideration before this Hon’ble Bench is the Thus, the short issue for consideration before this Hon’ble Bench is the veracity/acceptability of the segmental drawn by the Appellan veracity/acceptability of the segmental drawn by the Appellan veracity/acceptability of the segmental drawn by the Appellant in its TP Study. 15.7. In addition to the segmentals submitted as part of the benchmarking In addition to the segmentals submitted as part of the benchmarking In addition to the segmentals submitted as part of the benchmarking analysis, the Appellant also submitted a certificate issued by a Chartered analysis, the Appellant also submitted a certificate issued by a Chartered analysis, the Appellant also submitted a certificate issued by a Chartered Accountant affirming the cost allocations made in the segmented financial Accountant affirming the cost allocations made in the segmented financial Accountant affirming the cost allocations made in the segmented financial information.(refer information.(refer Page 137-138 of the Paperbook).The segmentals are .The segmentals are reproduced hereunder for the Hon’ble Bench’s ready reference: reproduced hereunder for the Hon’ble Bench’s ready reference: reproduced hereunder for the Hon’ble Bench’s ready reference:

15.8. Since the Appellant was engaged in trading of diamonds wherein the concerned sellers were pre-identified by the AEs, thus, the activities of the Appellant were confined only to administrative tasks, such as managing invoices and coordinating the shipment of the diamonds. The Appellant did not engage in activities related to customer acquisition, marketing, or the sale of products. In fact, it was the representatives of the AE that were directly responsible for interactions with the vendors, including negotiations and quality checks, which were conducted entirely by the AE(refer page 54-55 of the Paperbook)and therefore the only expenses which have been incurred by the Appellant for undertaking trade of diamonds are purchases which account for more than 95% of the total expenses and other expenses which include freight, travel cost, legal and professional charges which are directly linked to trade of diamonds. The Appellant has also submitted copy of purchase invoices received from Dharam Export (India) Pvt. Ltd. for INR 1,25,07,422(refer Page 102 of the Paperbook) and from Lotus of INR 1,57,97,826(refer page 105 of the Paperbook). Therefore, invoices to the extent of purchases of INR 2,83,05,248 have been submitted. No defects or discrepancies have been pointed out in such invoices either by the Ld. AO/TPO/DRP. 15.9. A perusal of the invoice indicates that diamonds varying in size, inter- alia, of 0.65-0.70mm, 0.80-0.85mm, 0.95-1.00mm have been purchased for which a total of freight and other related charges of INR 1,29,505 pertaining to export of diamonds have been incurred which has also been charged to the segmental financial information. Similarly, travel of a third-party consultant with respect to custom clearance services of INR 10,808 has also been charged on an actual payment basis. Other miscellaneous expenses pertaining to legal and professional charges/consultant charges have been allocated on an equal/50:50 basis. Thus, the expenses have been allocated on a reasonable/actual basis to the segment of trading of diamonds. 15.10. Moreover, the invoices pertaining to sale of diamonds amounting to INR 2,92,64,833 and INR 4,05,142 have also been submitted before Ld. AO which are placed at Page 86 and 101 of the Paperbook. No defects has been pointed out in either the expenses or revenue charged by the Appellant in its segmented financial information. Therefore, the observation of the Ld. DRP(Page 39 Para 11 of the Appeal Set)that the Appellant has only segregated its revenue and not the expenses is flawed and liable to be rejected. 15.11. It is once again reiterated that the following documents/evidences were submitted during the course of assessment proceedings to prove the segmental analysis and the expenditure incurred in respect of the international transaction of sale/purchase of diamonds: a. Audited accounts evidencing the transaction of sale and purchase of diamonds (Paper Book Page 24; b. Audited accounts page 31, Note 32 evidencing the closure of all retail stores; c. Form 3CEB evidencing the transactions of sale and purchases alongwith the details of the parties involved (Paper Book Pages 33 & 37); d. Transfer Pricing Report providing details of transaction, FAR analysis, approach of the Appellant while computing arm's length price and segmental information on page 77 of the Paper Book; e. Submissions dated September 9,2022 filed before the Ld. TPO providing the details regarding the deemed international transaction alongwith invoices raised on the AE, Shipping Bill for export, Air Way Bill, email transaction between the employee of the Appellant and the AE, invoices raised by local vendors, invoices raised by the logistic company (Paper Book Pages 83-107); f. From the emails exchanged with the AE (Pages 93-200), it is obvious that there was only one employee who was interacting with the concerned person of AE and that to following the instructions only; g. Submissions dated January 10,2023 providing the details of various transactions; h. Details submissions dated July 3,2023 providing the submissions on the segmental analysis alongwith a CA certificate supporting the segmental as submitted by the Appellant (Pages 125-138 of the Paper Book); i. Approval of the Government of India Dated August 3,2015 providing condition of 30% of the value of goods to be purchased from India (Pages 139-142 of the Paper Book) Thus, a perusal of the aforementioned submissions, evidences, reports, mails and CA certificate are the clinching evidences to prove the case of the Appellant as far as segmental analysis is concerned. Accordingly, the stand of the Ld. TPO/DRP that the Appellant could not provide the sufficient evidence is devoid of any legal merits and should be discarded at the very outset.

15.12. The rejection of such segmented financial information merely on the premise that (i) it is not audited and (ii) incorrect understanding that no Ld. DRP has itself specifically acknowledged and appreciated the fact that in view of the varied nature of business segments, transaction-by-transaction approach is required to be taken for benchmarking(refer Page 37 Para 5 of the Appeal Set). The Appellant places reliance on the decision of the Hon’ble Hyderabad ITAT in the case of M/s. Syniverse Mobile Solutions Private Limited (ITA No. 1416/Hyd/2014) (refer page 1-12 of the Case Law Compilation), which held that the outright rejection of segmental details is unjustified. The Tribunal emphasized that where segmental operations are clearly distinct and appropriate allocation keys are used to distribute indirect expenses across segments, such segmental data merits consideration. The relevant extracts of the ruling is as under: Quote …..We therefore, find merit in the contentions of the learned counsel for the assessee that there is no point in rejecting the entire segmental details when the segmental activities are different and specific allocation keys are given for allocating the indirect expenses between different segments. Unquote (refer para 10 atpage no. 8 of the Case Law Compilation) 15.13. Reliance is also placed on the following judicial orders wherein it has been held that the segmental financial information cannot be rejected merely because disclosure is not as per AS-17 or segmentals have not been audited:  DIC India Limited vs Deputy Commissioner of Income-tax (I.T.A. No. 2558/Kol/2017)(refer page 13-34 of the Case Law Compilation)  Asst.CIT vs Netguru Ltd. (ITA No. 1799/Kol/2018)(refer page 35- 52 of the Case Law Compilation)  Birla Soft (India) Limited Vs. DCIT [(2011) 44 SOT 664 (Delhi)](refer page 53-69 of the Case Law Compilation)  Aramex India (P.) Ltd. vs. DCIT (ITA 6749/Mum/2017)(refer page 70-89 of the Case Law Compilation)  Brigade Global Services (P.) Ltd. vs. ITO (143 ITD 59) (Hyd)(refer page 90-110 of the Case Law Compilation)  DCIT v. M/s. Parled Technologies Ltd. (formerly Four Soft Ltd.), 2017 (11) TMI 1832(refer page 111-119 of the Case Law Compilation) 15.14. Thus, rejection of segmental financial information which has been specifically drawn for determination of arm’s length price merely because it has not been audited is not tenable when in fact there is not statutory requirement to conduct audit of segmentals.

15.15. The Hon’ble Chennai Tribunal in the case of M/s 3i Infotech Limited Vs. ITO (ITA No. 21/Mds/2013)(refer page 120-153 of the Case Law Compilation)has also held that there is no legal requirement of getting the segment wise working audited by a CA. Relevant extract is reproduced hereunder: Quote “Further, we find that the assessee had furnished separately its working of the profit declared by it in respect of its AE transactions before the TPO as well as before the DRP. The lower authorities could not point out any specific defect in the said working of the assessee. As per the said working of the assessee, the assessee claimed to have earned a profit level of 34.17% of the cost in respect of AE transactions. Before us also, the ld. CIT/DR could not point out any specific defect in this working of the assessee. The only argument of the Department is that the segment wise working made by the assessee is not audited. In our considered view, there is no legal requirement that the segment wise working submitted before the TPO should be audited by the assessee’s CA. Moreover, it is not open to the Revenue to reject the working prepared by the assessee without pointing out any error therein. In absence of any error being pointed out in the working shown by the assessee wherein it has claimed that it has achieved a profit level of 34.17% of the cost in respect of transactions with AE, we have no option but to accept the same”. Unquote (refer para 29 on page 152 of the Case Law Compilation) 15.16. Hence, based on the above ruling the Assessee contends that the segmental information of the Assessee should not be rejected as the costs are directly identifiable and unallocated expenses have been allocated using appropriate allocation keys in all the segments which proves that the segmental information is reliable and hence should be accepted. 15.17. However, without prejudice to the above and the fact that there is no statutory requirement to get the segment wise details audited, the Appellant also submitted that it had obtained a certificate from a CA as regards the segment wise financial information submitted by the Appellant. A copy of such certificate was duly submitted before the Ld. TPO and is placed at Page 137-138 of the Paperbook. It is further to be noted that no defect has been pointed out in the contents of the certificate and it is only on surmises and conjectures, that the Ld. TPO and the DRP rejected the certificate without any cogent reason. 15.18. Accordingly, the segmentals drawn by the Appellant are liable to be accepted and no adjustment is warranted.”

15. Coming to the next issue of interest on outstanding receivables. We observed that TPO has proposed adjustment of Rs.15,67,140/- by considering the total outstanding of the receivables and considered the delayed payment of 305 days by reducing 60 days as a normal allowable period. Before us, ld. AR of the assessee submitted a chart which is reproduced above in his submissions clearly indicate that during the year, there were two invoices pending at the end of the year and the credit period was allowed for 67 days and 49 days, there is only 7 days delay relating to invoice No.Swatch/Exp/045/19-20 dated 19.12.2019. The relevant applicable interest as submitted by the assessee is only Rs.486/-. Since the information submitted by the assessee needs verification on the part of the Assessing Officer/TPO, we are inclined to remit this issue back to the file of Assessing Officer/TPO to verify the claim of the assessee and if found correct, the same may be allowed as per rule.