2M Power Health Management Services (P.) Ltd. v. ITO (2019) 175 ITD 64 (Bang.)(Trib.)

S. 56 : Income from other sources-Compulsory cumulative convertible Preference Shares (CCCPS) at huge premium-Voting right on various resolutions–Matter restored to CIT(A) to consider all terms of issue of preference shares and decide a fresh in terms of rule 11UA. [S. 56(2)(viib), R.11UA(2)(a)]

Assessee-company allotted Compulsory Cumulative Convertible Preference Shares (CCCPS) at a premium of Rs. 490 per share to various parties .AO referred to valuation report of Chartered Accountants which was obtained by assessee for valuation of shares as per DCF method at Rs. 516 per share. AO  held that  the  said certificate obtained by assessee from CA was a self serving document because valuation had been done by CA on basis of projections made and certified by management. AO also held that as per rule 11UA(2)(a), fair market value of each share was Rs. 56.17 and since, share premium was received at rate of Rs. 490 per share, he made addition of differential amount to assessee’s income. In appeal  CIT(A) confirmed  the addition. On appeal the Tribunal held that in view of fact that as per Letter of Offer holder of preference share was also given voting right on various resolutions, it became necessary to look into all terms of issue of preference shares so as to find out whether receipt of share premium in question was for issue of preference shares or for issue of equity shares. Accordingly the  matter was to be remanded back for disposal afresh in terms of rule 11UA. (AY.2015 -16 )