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[Cites 36, Cited by 0]

Gujarat High Court

The Commissioner Of Income Tax ... vs M/S. Shell Global Solutions ... on 26 October, 2023

Author: Biren Vaishnav

Bench: Biren Vaishnav

                                                                                    NEUTRAL CITATION




    C/TAXAP/483/2023                             CAV JUDGMENT DATED: 26/10/2023

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               IN THE HIGH COURT OF GUJARAT AT AHMEDABAD

                       R/TAX APPEAL NO. 483 of 2023
                                  With
                       R/TAX APPEAL NO. 485 of 2023
                                  With
                       R/TAX APPEAL NO. 486 of 2023

FOR APPROVAL AND SIGNATURE:


HONOURABLE MR. JUSTICE BIREN VAISHNAV

and
HONOURABLE MRS. JUSTICE MAUNA M. BHATT

==========================================================

1      Whether Reporters of Local Papers may be allowed
       to see the judgment ?

2      To be referred to the Reporter or not ?

3      Whether their Lordships wish to see the fair copy
       of the judgment ?

4      Whether this case involves a substantial question
       of law as to the interpretation of the Constitution
       of India or any order made thereunder ?

==========================================================
     THE COMMISSIONER OF INCOME TAX (INTERNATIONAL TAXATION
                       AND TRANSFER PRICING)
                              Versus
          M/S. SHELL GLOBAL SOLUTIONS INTERNATIONAL B.V.
==========================================================
Appearance:
MR.VARUN K.PATEL(3802) for the Appellant(s) No. 1
MR.S.N.SOPARKAR, LD. SENIOR ADVOCATE                       for     MR       B      S
SOPARKAR(6851) for the Opponent(s) No. 1
==========================================================

    CORAM:HONOURABLE MR. JUSTICE BIREN VAISHNAV
          and
          HONOURABLE MRS. JUSTICE MAUNA M. BHATT

                             Date : 26/10/2023



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                    COMMON CAV JUDGMENT

(PER : HONOURABLE MR. JUSTICE BIREN VAISHNAV)


1.     Following    substantial      questions      of      law        are

framed:

       (a) Whether in the facts and circumstances of
       the case, the learned ITAT has erred in setting
       aside the findings of the CIT(A) and directing the
       Assessing Officer to delete the penalty u/s.
       271(1)(c) of the Income Tax Ac, 1961 levied by
       him?

       (b) Whether in the facts and circumstances of
       the case, the learned ITAT has erred in law and
       on facts in taking view that there is no furnishing
       of any inaccurate particulars of income by
       assessee when assessee had made adequate
       disclosure of all material facts in Form 3CEB,
       TPSR and also during TP assessment and
       scrutiny      assessment      when      substantial
       proceedings addition/adjustment was confirmed
       by ITAT?

       (c) Whether in the facts and circumstances of the
       case, the learned ITAT has erred in law and on
       facts in holding that Explanation 7 to      Sec.
       271(1)(c) of the Income Tax Act cannot be
       invoked while levying penalty in relation to the
       transfer pricing adjustment when the said
       explanation was neither referred to nor relied
       upon at the time of initiation of penalty
       proceedings under the Act?

       (d) Whether in the facts and circumstances of
       the case, the learned ITAT has erred in law and


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       on facts in holding that "Base Erosion" is a
       debatable issue when Kolkata Special Bench of
       ITAT and Ahmedabad ITAT itself has already
       taken a view against the appellant on the same
       issue in assessee's own case?

       (e) Whether in the facts and circumstances of the
       case, the learned ITAT has erred in law and on
       facts in holding that reimbursement of expenses
       does not qualify as FTS and hence no penalty can
       be levied u/s. 271(1)(c) of the Act on such
       expenses?"


2.     The respondent assessee company is a Foreign

Company registered in Netherlands, deriving income

from Royalties or fees for technical services. A return

of income of Rs.9,19,53,530/- was filed. Audit Report

under         Section   92E      relating      to      international

transactions for 3CEB was filed. The case was

selected for scrutiny and a notice under Section

143(2) of the Act was issued on 22.09.2010.                                On

verification of Form 3CEB, it was noticed that the

assessee company had entered into international

transactions. The case of the assessee was referred

to the Transfer Pricing Officer vide letter dated


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15.11.2010 for determination of Arm's length price of

the international transactions.                  A draft order was

passed under Section 144C(1) and the assessee made

objections before the Dispute Resolution Panel. The

DRP vide order dated 31.08.2012 issued directions

under Section 144C(5) of the Act.                   A reference was

made under Section 92CA(1) of the Income Tax Act to

the Transfer Pricing Officer who passed an order on

10.10.2011           making    an        upward        adjustment                of

Rs.29,43,61,998/- on account of variations in service

charges. The upward total adjustment by way of an

order under Section 92CA(3) of Rs.29,43,61,998/- was

made        as      above.    By     assessment           order           dated

25.10.2012 penalty proceedings were also proposed

to be initiated under Section 271(1)(C) for furnishing

inaccurate           particulars    of        income     and          thereby

concealing income. The assessment order was under

challenge before the ITAT which dismissed the appeal

and the assessee is in appeal before the High Court in


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Tax Appeals on quantum which are admitted and

pending for final hearing.



3.     In the penalty proceedings it was the case of the

respondent          assessee   that       the   whole        mechanism

known as the Base Erosion Theory was adopted and

the application of arm's length principles for making

TP adjustment was not proper.                   Since the assessee

had charged additional fees from its Indian AES in

order to comply with Arm's Length Standards, the

additional fees would have been taxed in India in the

hands of the appellant @ 10% on gross basis, while at

the same time, the said additional fees would have

been allowed or deducted in the hands of the payers

HLPL for the purposes of computing their business

profits where such allowances or deductions would

have obtained tax shields @ 33.99% in the hands of

the tax payers.          Thus, application of arm's length

principles would have resulted in the erosion of taxes


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payable in India to the extent of 24%.

4.     Such an issue which was a subject matter of

challenge before a special bench, the assessee had

intervened and had failed, as a result of which, the

Tribunal had held against the appellant on quantum.



5.     The whole issue was therefore a debatable issue

where views of various Tribunals were at variance

and therefore it was not a concealment of income. In

the penalty proceedings invoking Explanation 7 to

Section 271(1)(C) to DCIT, International Taxation

Division        vide   order   dated          20.07.2017          held        the

assessee liable to penalty. The CIT(A) confirmed the

order of penalty.         The Tribunal, however, held that

the additions on which penalty had been levied was a

debatable issue in light of variance of legal issues and

opinions of the Karnataka Bench and the Pune Bench

and hence two views were possible and mere

difference of opinion does not justify levy of penalty.


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The appeal was allowed.

6.     The Revenue is in appeal before us.



7.     Mr.Varun Patel learned Senior Standing Counsel

for the department made the following submissions:



7.1 The appeal pertaining to quantum proceedings

are pending and since admitted where the Tribunal

held in favour of the Revenue and the assessee is in

appeal, the present appeals must be admitted and

tagged to be heard with those appeals.



7.2 Even the case of the assessee before the CIT(A)

was that the penalty proceedings be kept in abeyance

till the quantum proceedings are adjudicated and

therefore the assessee cannot now suggest otherwise

and oppose the admission of these appeals.



7.3 Reiterating the legal position, Mr.Patel would


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submit        that    reading     Explanation        7      to      Section

271(1)(c) indicated there was a deemed concealment

or giving of inaccurate particulars in reference to

Section 92 and hence the question of whether the

issue was debatable etc was not available to the

assessee.



7.4 Even otherwise the issue was no longer a

debatable issue as the Tribunal after considering the

order of the Special Bench where the assessee had

intervened, on interpretation of Section 92(3), not

accepted the Base Erosion Theory.                   Mr.Patel would

rely on the findings of the CIT(A) where the CIT(A)

had observed that these arguments would be of no

help as there is no provision under the Transfer

Pricing to give compensatory adjustment in the hands

of the AE.           There is no difference of opinion and

hence, penalty proceedings were appropriate.




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8.     Mr.S.N.Soparkar       learned       Senior             Counsel

appearing with Mr.B.S.Soparkar learned advocate for

the assessee in the appeals, would make the following

submissions:



8.1 That no substantial question of law is involved in

the appeals.        Merely because the quantum appeals

are admitted and pending, that by itself, would not be

a consideration of admission of appeals.



8.2 Independent         examination       in       the         penalty

proceedings would indicate that the Tribunal has

found that in the facts of the case no penalty

proceedings would have been initiated. This was not

even a case deserving invoking of Explanation 7 when

the assessee had proved that the price changed or

paid in such transaction was in accordance with

provisions contained in Section 92C.




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8.3 The finding of the Tribunal cannot be held to be

perverse.



8.4 Mr.Soparkar would submit that as held by the

Supreme Court, in the decision of Commissioner of

Income              Tax,   Ahmedabad                 v.          Reliance

Petroproducts (P.) Ltd. reported in (2010) 189

Taxmann 332 making an incorrect claim in law

would not tantamount to concealment.



8.5 Full and complete disclosure of the Transfer

Pricing Mechanism was made.                    Mr.Soparkar would

take the Court through the Transfer Pricing Review

where the Base Erosion Theory was explained. Clear

comments            were   offered           based        on        Circular

No.14/2001.



8.6 That, there was a divergence of opinion between

the Koltaka Bench and the Pune Bench of the


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Tribunal and the mechanism explained indicated that

the income of the assessee was in the nature of fees

for technical services and the assessee was a non-

residential.         The receipts were chargeable to tax @

10%. The AE being an Indian company is chargeable

to tax at 33.99% and therefore if the assessee had

charged higher rates, the AE, would have claimed

deduction           of   higher    expense           claiming          a       larger

deduction resulting in a lower tax percent at 23.99%.



8.7 With             regard        to             Explanation              7          of

Section 271(1)(C) reliance was also placed on a view

of the Delhi High Court decision in the case of Pr.

Commissioner of Income Tax-6 v. Mitsui Prime

India Composites India Pvt Ltd. in ITA No.913 of

2016 dated 17.01.2017 and in the case of Pri.

Commissioner of Income Tax v. Verizon India

Pvt. Ltd. in ITA No.460 of 2016 dated 22.08.2016.

On the submission of the Revenue that the appeal be


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kept pending as quantum appeal is pending, he would

rely on a judgement in the case of Principal

Commissioner of Income Tax-2 v. Sinosteel India

(P) Ltd. reported in (2019) 102 taxmann.com 610

(Delhi). Reliance was also placed on a Division Bench

order dated 11.09.2017 of this Court in Tax Appeal

No.659 of 2017.



9.     Having considered the submissions made by the

respective parties, we need to consider whether

merely because quantum appeals at the hands of the

assessee            are   admitted,     would    itself       entitle         the

Revenue to press for admission of the appeals and

secondly, whether even independently do the appeals

involve a substantial question of law to consider a

case fit for admission of the appeals.



10. Facts need not be reiterated but shortly stated,

the Transfer Pricing Mechanism adopted by the


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assessee and the 'Base Erosion' theory was a

debatable issue and therefore on two opinions being

available could not be a case of penalty under Section

271(1)(C) read with Explanation 7.



11. In this backdrop, it would be apt to reproduce

the relevant discussion of the CIT(A) and that of the

Tribunal. Discussions of the CIT(A) read as under:

               "7. I have gone through the penalty order
               and duly considered the submissions filed by
               appellant. On careful consideration of the
               issue as brought out in the penalty order,
               the grounds of appeal and the submissions
               of appellant, the ground raised by the
               appellant is decided hereunder:

               8. Ground No. 2 being general in nature
               does not require any specific adjudication.

               9. Ground No. 1, 5, 6, 7, 8, 9 and 10 dealing
               with transfer pricing adjustment are dealt
               with together.

               ...
               1. Reliance is placed on Circular No.
               14/2001 read with section 92(3) of the Act
               to contend that the purpose of transfer
               pricing provisions is to be applied in the
               cases wherein there is over all reduction in


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              the taxes in India. In the instant case, if the
              Appellant would have charged higher
              amount of fees for technical services, HLPL
              and HPPL would have claimed equivalent
              amount of deduction. The appellant being a
              foreign company would have paid taxes at
              the rate of 10 percent and Indian company
              would have saved taxes at the rate of 30
              percent, hence effectively Indian tax base
              would have eroded.

              2. Computation of arm's length price of its
              international transaction is bonafide, in
              good faith and with due diligence. In this
              regard, reliance is placed on the losses
              incurred by the Indian AEs of the Appellant
              and argument that since the payee
              companies are incurring losses there is no
              loss to the Indian government.

              Further, reliance is placed on various case
              laws to argue that in the cases where
              transfer pricing adjustment is proposed and
              if the Assessee is able to justify that entire
              analysis was bonafide, in good faith and was
              with due diligence, penalty cannot be
              imposed on the Assessee.

              3. The Appellant has made adequate
              disclosures in Form No. 3CEB and TPSR
              and also during the course of transfer
              pricing assessment.

              4. The case of the Appellant, case was
              decided by the decision of Hon'ble Kolkata
              Tribunal, Special Bench in the case of
              Instrumentarium. Further, Hon'ble Pune


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              Tribunal in the case of Cummins Inc in the
              similar facts has decided in favour of the
              Assessee. In view of the same, it is a case
              where two views are possible and hence,
              penalty should be not levied on the
              Appellant.

              5. Mere difference of opinion does not
              justify levy of penalty.

              6. Further, reliance was placed on Taxation
              Ruling No. 2007/1 issued by the Austrian
              Taxation Office.

              7. The appeal of the Appellant against the
              order of Hon'ble Ahmedabad ITAT is already
              admitted before Hon'ble Gujarat High Court
              and hence penalty cannot be levied in such
              cases. Hence, this is the case of substantial
              question of law and penalty cannot be levied
              in such cases.

              8. Explanation 7 to Section 271(1)(c) of the
              Act cannot be invoked while levying penalty
              in   relation  to    the  transfer    pricing
              adjustment, when the said Explanation was
              neither referred in the notice issued under
              section 271(1)(c) of the Act nor relied upon
              at the time of initiation of the penalty
              proceedings under the Act.

              The contention of the Appellant is not
              accepted for the following reasons.

              The argument of base erosion and reliance
              placed on Circular No. 14/2001 is of no help
              to the Appellant since the said arguments


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              are already considered and dealt in length
              by Hon'ble ITAT Kolkata Special Bench in
              the case of Instrumentarium (supra) and the
              same was further considered by the Hon'ble
              Ahmedabad ITAT in the case of the
              Appellant itself and it was held that
              arguments are of no help to the Appellant as
              there is no provision under the provisions of
              transfer pricing to give compensatory
              adjustment in the hands of the AE. In view
              of the same, even if the Appellant is
              charging lower fees for technical services to
              its Indian AES and TP adjustment is
              proposed in the hands of the Appellant, no
              deduction can be claimed by the Indian
              AES.

              DRP has also rejected the argument of the
              Appellant on the ground that even if the
              principle of base erosion is accepted the
              same is of no help to the appellant as its
              Indian AEs i.e. both HLPL and HPPL are
              incurring huge losses. In response to the
              same, the Appellant has relied on the profits
              reported by the HLPL and HPPL in the
              subsequent years and on account of the said
              profits there would have been base erosion
              and Indian government would have suffered
              losses on account of higher deduction that
              would have been claimed by HLPL and
              HPPL. However, the said arguments of the
              Appellant will not be acceptable in light of
              the decision of the Hon'ble Special Bench
              and Ahmedabad ITAT mentioned supra that
              under Indian transfer pricing provisions,
              corresponding adjustment in the hands of
              the Indian AEs are not allowed.


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              ...
              In this case, Hon'ble ITAT has observed that
              the deeming fiction under Explanation 7 to
              Section 271(1)(c) of the Act cannot apply
              when assessee is able to show that price
              charged or paid in respect of related
              international transaction was computed in
              accordance with the scheme of Section 92C
              of the Act, and in the manner prescribed
              therein, in good faith and due diligence.
              However, as clearly mentioned above that
              both Special bench and Ahmedabad ITAT
              has already taken a view against the
              Appellant and hence now it cannot be
              claimed that the Appellant has acted in good
              faith and with due diligence.

              Reliance is also placed on the various
              decisions to argue that penalty should not
              be levied when two views are possible,
              However, in the case of the Appellant, there
              is no difference of opinion as far as transfer
              pricing adjustment is concerned. Hence, all
              these decisions are of no help to the
              appellant.

              ...

              It is also pertinent to mention here the
              provision of Income Tax Act 1961 for
              reference:

              Section 271(1)(c)) Explanation 7.-Where in
              the case of an assessee who has entered
              into an international transaction defined in
              section 92B(, any amount is added or


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              disallowed in computing the total income
              under sub-section (4) of section 92C, then,
              the amount so added or disallowed shall, for
              the purposes of clause (c) of this sub-
              section, be deemed to represent the income
              in respect of which particulars have been
              concealed or inaccurate particulars have
              been furnished, unless the assessee proves
              to the satisfaction of the Assessing Officer
              or the Commissioner (Appeals) [or the
              Commissioner] that the price charged or
              paid in such transaction was computed in
              accordance with the provisions contained in
              section 92C and in the prescribed under
              that section, in good faith and with due
              diligence.]

              In case of Appellant company, the income
              was     assessed    by   making     upward
              adjustment, hence the price charged by the
              assessee company was not computed in
              accordance with the provisions contained in
              section 92C and in the manner prescribed
              under that section, in good faith and with
              due diligence. Therefore the penalty levied
              by the AO was in accordance with the
              provisions of the Act.

              ...

              Further, mere admission of appeal by
              Hon'ble High Court does not justify that the
              issue involved was purely a question of law
              and hence penalty cannot be levied in such
              cases. This interpretation is just like putting
              an end to the penalty proceedings in each
              and every case where appeal is admitted


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              before the High Court. That is never the
              intention of the law. Admission of any issue
              before Hon'ble High Court is just a fact that
              High Court has considered this issue to be
              dealt as per the provisions of the law.
              Hence, this argument is of no help to the
              Appellant.

              ...

              The plea of the appellant contending that
              penalty proceedings are not maintainable on
              the ground that AO has not recorded his
              satisfaction to the effect that there has been
              concealment      of    income/furnishing    of
              inaccurate particulars of income by the
              assessee, has also been considered by
              Supreme Court in the case of Mak Data Pvt.
              Limited V/S CIT 38 taxmann.com 448 [2013]
              wherein it is held as under:

                   10. The AO has to satisfy whether
                   Penalty Proceedings be initiated or not
                   during the course of Assessment
                   Proceedings and the AO is not required
                   to record his satisfaction in a particular
                   manner or reduce it into writing. The
                   scope of Section 271(1)(c) has been
                   elaborately discussed by this Court in
                   Union of India V/S Dharmendra Textile
                   Processors [2008] 13 SCC 369 and CIT
                   V/s Atul Mohan Bindal [2009] 90 SCC
                   589."

              It can be seen from above finding of Hon'ble
              Apex Court that while passing the
              Assessment Order, AO is not at all required


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               to record his satisfaction in writing or in
               specific manner for which he is initiating
               Penalty Proceedings. Thus, in present case,
               AO has categorically stated that he is
               satisfied that Penalty Proceedings is
               required to be initiated for additions made
               in Assessment Order which suffice the levy
               of penalty. The AO has given detailed
               findings why addition confirmed by first
               appeal and before the Hon'ble ITAT is
               subject to levy of penalty and also recorded
               the manner in which such penalty is
               required to be levied hence Penalty Order
               passed by AO is within the framework of law
               and cannot be held as invalid order on the
               ground that AO has not recorded his
               satisfaction in penalty notice or he has
               initiated penalty under one limb and levied
               penalty under the second limb. This
               Decision of Hon'ble Supreme Court has not
               been distinguished by High Courts hence
               ratio laid down by Hon'ble Apex Court is
               binding and AO is justified in levying penalty
               under Section 271(1)(c) of the Act."


12. Discussion of the ITAT reads as under:

               "11. We have heard the rival contentions
               and perused the material on record. During
               the course of arguments, the Bench called
               for further information with regard to the
               price being charged by the assessee to its
               Associated     Enterprises   for   services
               rendered for the future assessment years in
               order to ascertain that the assessee was
               taking a consistent position, even for the
               years    when    the    Indian   Associated

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              Enterprises of the assessee had started
              making profits that is to say that in the
              years when the Indian AE started making
              profits, the assessee continued to charge the
              AE's at the same lower average weighted
              rate as compared to third parties (as was
              done in the impugned assessment year). The
              assessee, vide submission dated 3rd
              October 2022 confirmed that even in the
              years when the AE of the assessee had
              started making profits, the assessee was
              charging at the same weighted average rate
              for services rendered to them as in the
              earlier years when the AE's were incurring
              losses. Accordingly, the assessee had taken
              a consistent position so far as the principal
              of base erosion is concerned, in instant set
              of facts. On the levy of penalty, we are in
              agreement with the arguments put forward
              by the counsel for the assessee to the effect
              that the assessee has consistently taken the
              position that the lower mark-up charged in
              respect of services rendered to associated
              enterprises, for the reason that transfer
              pricing provisions are not attracted in cases
              where there is no base erosion, so far as
              taxes are concerned. Further, we also
              observe that the assessee had made
              adequate disclosure of all the material facts
              in Form 3CEB, TPSR and also during the
              course of the transfer pricing assessment
              proceeding      and    scrutiny    assessment
              proceedings.     Therefore,    there   is  no
              furnishing of any inaccurate particulars of
              income by the assessee. We also observe
              that it has been held by various Courts that
              Explanation 7 to Section 271(1)(c) of the Act


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              cannot be invoked while levying penalty in
              relation to the transfer pricing adjustment,
              when the said Explanation was neither
              referred nor relied upon at the time of
              initiation of the penalty proceedings under
              the Act.

              Another noteworthy point is that in our
              view, the additions on which penalty has
              been levied is a debatable issue. This is
              evident from the fact that 'Base Erosion'
              issue was dealt by the Special Bench -
              Kolkata ITAT. Further, Pune ITAT has also
              upheld argument of Base Erosion and
              hence, two views are possible since at the
              time of hearing before Pune ITAT, it took an
              independent view since Kolkata SB decision
              was rendered after the Pune ITAT decision.
              The fact that Gujarat High Court has
              admitted the issue for consideration also
              supports the assessee's contention that the
              issue involved is debatable. So far as
              penalty with regards to reimbursement of
              expenses is being treated as FTS is
              concerned, in our view, it is a debatable
              issue whether reimbursement of expenses
              qualifies as FTS and there are various
              decisions    which       have    held    that
              reimbursement of expenses does not qualify
              as FTS. Accordingly, we are of the
              considered view that no penalty can be
              levied u/s 271(1)(c) of the Act on account of
              treating reimbursement of expenses as FTS.

              11.1 In view of the above, we are of the
              considered view, that in the instant set of
              facts, no penalty u/s 271(1)(c) of the Act is


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               liable to be imposed on the assessee.
               Accordingly, we direct that the penalty u/s
               271(1)(c) of the Act be deleted in the instant
               set of facts.

               12. In the result, all grounds of appeal of the
               assessee are allowed."


13. What is evident from the discussion herein above

is that the CIT(A) did not accept the arguments on

base erosion since the arguments were considered

and dealt with in length by the ITAT Kolkatta Special

Bench in the case.         According to the CIT(A) even if

the assessee was charging lower fees for technical

services to its Indian AEs and transfer pricing is

proposed in the hands of the assessee, no deduction

could be claimed by Indian AEs. Reading a particular

paragraph of the observations of the AO's order

reproduced by the CIT(A) itself would indicate that

there were two views possible and that the issue was

debatable. The same reads as under:

       "The case referred by the Appellant M/s
       Instrumentarium Corporation v ADIT (ITA
       No.1548    and  1549/Kol/2009), was duly

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      considered by the Hon'ble ITAT vide para 6 of
      the order dated 17.11.2016. For reference the
      para 6 of the ITAT order is as under:

              "6 In the meantime, however, a special
              bench of this Tribunal, consisting of three
              members- including one of us, heard and
              adjudicated upon a similar issue relating to
              the theory or concept of "base erosion" in the
              case of Instrumentarium Corporation Ltd
              Finland Vs ADIT (2016) 71 taxmann.com 193
              (SB). This assessee, in its capacity as an
              intervener, was also heard by the Special
              Bench, and the arguments of the assessee
              were duly considered and adjudicated upon
              by the special bench. The plea of the
              assessee, on the theory of base erosion and as
              argued by the assessee, was rejected.
              Therefore the case law referred by the
              assessee is not found sustainable and hence
              rejected.

              ii) Cummins Inc. v ADIT (ITA No.
              2181/PN/2013 - dated 29 July 2016 In the
              case referred the addition were made in one
              assessment year and not made in other
              assessment years. But in the case of assessee,
              the upward adjustment on similar ground had
              been suggested by the Transfer Pricing
              Officer and subsequently the AO has made
              assessment by adding the income in various
              assessment years. The order of the Hon'ble
              Tribunal is a combined order wherein the
              appeal of the assessee is dismissed for A.Ys.
              2007-08, 2008-09, 2009-10 and 2010-1 1.
              Therefore the facts of the case referred arc
              different from the facts of the assessee case
              and hence rejected. iii) 3 Infotech Ltd. v.
              DCIT (2011) 129 ITD 422 (Mum.),

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               The case referred of 3i Infotech Ltd. v. DCIT
               is also not applicable in the case of assessee.
               The matter of the discussion in the said order
               of Hon'ble Mumbai Tribunal is on base
               erosion. The matter of base erosion was also
               in the case of Instrumentarium Corporation
               Ltd Finland Vs ADIT. All these case laws are
               duly considered by the Hon'ble Ahmedabad
               Tribunal in combined order dated 17.11.2016
               in assessee's own case and the appeal of the
               assessee was dismissed. Therefore the ease
               laws referred by the assessee have no
               relevance to the case of the assessee. The
               concept of 'base erosion' has been dealt in
               detail by the Tribunal and not found
               acceptable."


14. Therefore even if the deemed provision on the

basis of Explanation 7 is pressed into service, then

also there can be a case based on good faith and it

cannot be termed as concealment.



15. What is evident is that the Assessing Officer has

found that the view of the ITAT in Cummins Inc v.

ADIT dated 29.07.2016 on facts may not apply. Even

though, a Mumbai Bench decision in the case of

Infotech Ltd. v. DCIT was on the subject of base

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erosion but the AO did not consider it appropriate as

the Ahmedabad Bench had relied upon the Special

Bench order of Kolkatta. These findings itself suggest

that there are in fact more than two opinions on the

subject of base erosion.



16. In the case of Reliance Petroproducts (supra),

paras 7 to 11 read as under:

       "7. As against this, Learned Counsel appearing
       on behalf of the respondent pointed out that the
       language of Section 271(1)(c) had to be strictly
       construed, this being a taxing statute and more
       particularly the one providing for penalty. It was
       pointed out that unless the wording directly
       covered the assessee and the fact situation
       herein, there could not be any penalty under the
       Act. It was pointed out that there was no
       concealment or any inaccurate particulars
       regarding the income were submitted in the
       Return. Section 271(1)(c) is as under:-

               "271(1) If the Assessing Officer or the
               Commissioner (Appeals) or the Commissioner
               in the course of any proceedings under this Act,
               is satisfied that any person-
               (c) has concealed the particulars of his income
               or furnished inaccurate particulars of such
               income."



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      A glance at this provision would suggest that in
      order to be covered, there has to be concealment
      of the particulars of the income of the assessee.
      Secondly, the assessee must have furnished
      inaccurate particulars of his income. Present is
      not the case of concealment of the income. That
      is not the case of the Revenue either. However,
      the Learned Counsel for Revenue suggested that
      by making incorrect claim for the expenditure on
      interest, the assessee has furnished inaccurate
      particulars of the income. As per Law Lexicon,
      the meaning of the word "particular" is a detail
      or details (in plural sense); the details of a claim,
      or the separate items of an account. Therefore,
      the word "particulars" used in the Section 271(1)
      (c) would embrace the meaning of the details of
      the claim made. It is an admitted position in the
      present case that no information given in the
      Return was found to be incorrect or inaccurate.
      It is not as if any statement made or any detail
      supplied was found to be factually incorrect.
      Hence, at least, prima facie, the assessee cannot
      be held guilty of furnishing inaccurate
      particulars. The Learned Counsel argued that
      "submitting an incorrect claim in law for the
      expenditure on interest would amount to giving
      inaccurate particulars of such income". We do
      not think that such can be the interpretation of
      the concerned words. The words are plain and
      simple. In order to expose the assessee to the
      penalty unless the case is strictly covered by the
      provision, the penalty provision cannot be
      invoked. By any stretch of imagination, making
      an incorrect claim in law cannot tantamount to
      furnishing       inaccurate      particulars.      In
      Commissioner of Income Tax, Delhi Vs. Atul
      Mohan Bindal [2009(9) SCC 589], where this


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      Court was considering the same provision, the
      Court observed that the Assessing Officer has to
      be satisfied that a person has concealed the
      particulars of his income or furnished inaccurate
      particulars of such income. This Court referred
      to another decision of this Court in Union of
      India Vs. Dharamendra Textile Processors
      [2008(13) SCC 369], as also, the decision in
      Union of India Vs.Rajasthan Spg. & Wvg. Mills
      [2009(13) SCC 448] and reiterated in para 13
      that:-

              "13. It goes without saying that for applicability
              of Section 271(1)(c), conditions stated therein
              must exist."
      8. Therefore, it is obvious that it must be shown
      that the conditions under Section 271(1)(c) must
      exist before the penalty is imposed. There can be
      no dispute that everything would depend upon
      the Return filed because that is the only
      document, where the assessee can furnish the
      particulars of his income. When such particulars
      are found to be inaccurate, the liability would
      arise. In Dilip N. Shroff Vs. Joint Commissioner
      of Income Tax, Mumbai & Anr. [2007(6) SCC
      329],    this   Court    explained    the    terms
      "concealment of income" and "furnishing
      inaccurate particulars". The Court went on to
      hold therein that in order to attract the penalty
      under Section 271(1)(c), mens rea was
      necessary, as according to the Court, the word
      "inaccurate" signified a deliberate act or
      omission on behalf of the assessee. It went on to
      hold that Clause (iii) of Section 271(1) provided
      for a discretionary jurisdiction upon the
      Assessing Authority, inasmuch as the amount of
      penalty could not be less than the amount of tax

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      sought to be evaded by reason of such
      concealment of particulars of income, but it may
      not exceed three times thereof. It was pointed
      out that the term "inaccurate particulars" was
      not defined anywhere in the Act and, therefore,
      it was held that furnishing of an assessment of
      the value of the property may not by itself be
      furnishing inaccurate particulars. It was further
      held that the assessee must be found to have
      failed to prove that his explanation is not only
      not bona fide but all the facts relating to the
      same and material to the computation of his
      income were not disclosed by him. It was then
      held that the explanation must be preceded by a
      finding as to how and in what manner, the
      assessee had furnished the particulars of his
      income. The Court ultimately went on to hold
      that the element of mens rea was essential. It
      was only on the point of mens rea that the
      judgment in Dilip N. Shroff Vs. Joint
      Commissioner of Income Tax, Mumbai & Anr.
      was upset. In Union of India Vs. Dharamendra
      Textile Processors (cited supra), after quoting
      from    Section    271 extensively and also
      considering Section 271(1)(c), the Court came to
      the conclusion that since Section 271(1)(c)
      indicated the element of strict liability on the
      assessee for the concealment or for giving
      inaccurate particulars while filing Return, there
      was no necessity of mens rea. The Court went on
      to hold that the objective behind enactment of
      Section 271(1)(c) read with Explanations
      indicated with the said Section was for providing
      remedy for loss of revenue and such a penalty
      was a civil liability and, therefore, willful
      concealment is not an essential ingredient for
      attracting civil liability as was the case in the


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      matter of prosecution under Section 276-C of the
      Act. The basic reason why decision in Dilip N.
      Shroff Vs. Joint Commissioner of Income Tax,
      Mumbai & Anr. (cited supra) was overruled by
      this Court in Union of India Vs. Dharamendra
      Textile Processors (cited supra), was that
      according to this Court the effect and difference
      between Section 271(1)(c) and Section 276-C of
      the Act was lost sight of in case of Dilip N. Shroff
      Vs. Joint Commissioner of Income Tax, Mumbai
      & Anr. (cited supra). However, it must be
      pointed out that in Union of India Vs.
      Dharamendra Textile Processors (cited supra),
      no fault was found with the reasoning in the
      decision   in   Dilip    N.    Shroff Vs.     Joint
      Commissioner of Income Tax, Mumbai & Anr.
      (cited supra), where the Court explained the
      meaning of the terms "conceal" and inaccurate".
      It was only the ultimate inference in Dilip N.
      Shroff Vs. Joint Commissioner of Income Tax,
      Mumbai & Anr. (cited supra) to the effect that
      mens rea was an essential ingredient for the
      penalty under Section 271(1)(c) that the decision
      in Dilip N. Shroff Vs. Joint Commissioner of
      Income Tax, Mumbai & Anr. (cited supra) was
      overruled.


      9. We are not concerned in the present case with
      the mens rea. However, we have to only see as to
      whether in this case, as a matter of fact, the
      assessee has given inaccurate particulars. In
      Webster's Dictionary, the word "inaccurate" has
      been defined as:-




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              "not accurate, not exact or correct; not
              according to truth; erroneous; as an inaccurate
              statement, copy or transcript".


      We have already seen the meaning of the word
      "particulars" in the earlier part of this judgment.
      Reading the words in conjunction, they must
      mean the details supplied in the Return, which
      are not accurate, not exact or correct, not
      according to truth or erroneous. We must hasten
      to add here that in this case, there is no finding
      that any details supplied by the assessee in its
      Return were found to be incorrect or erroneous
      or false. Such not being the case, there would be
      no question of inviting the penalty under Section
      271(1)(c) of the Act. A mere making of the claim,
      which is not sustainable in law, by itself, will not
      amount to furnishing inaccurate particulars
      regarding the income of the assessee. Such claim
      made in the Return cannot amount to the
      inaccurate particulars.

      10. It was tried to be suggested that Section 14A
      of the Act specifically excluded the deductions in
      respect of the expenditure incurred by the
      assessee in relation to income which does not
      form part of the total income under the Act. It
      was further pointed out that the dividends from
      the shares did not form the part of the total
      income. It was, therefore, reiterated before us
      that the Assessing Officer had correctly reached
      the conclusion that since the assessee had
      claimed excessive deductions knowing that they
      are incorrect; it amounted to concealment of
      income. It was tried to be argued that the
      falsehood in accounts can take either of the two
      forms; (i) an item of receipt may be suppressed

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      fraudulently; (ii) an item of expenditure may be
      falsely (or in an exaggerated amount) claimed,
      and both types attempt to reduce the taxable
      income and, therefore, both types amount to
      concealment of particulars of one's income as
      well as furnishing of inaccurate particulars of
      income. We do not agree, as the assessee had
      furnished all the details of its expenditure as well
      as income in its Return, which details, in
      themselves, were not found to be inaccurate nor
      could be viewed as the concealment of income
      on its part. It was up to the authorities to accept
      its claim in the Return or not. Merely because
      the assessee had claimed the expenditure, which
      claim was not accepted or was not acceptable to
      the Revenue, that by itself would not, in our
      opinion, attract the penalty under Section 271(1)
      (c). If we accept the contention of the Revenue
      then in case of every Return where the claim
      made is not accepted by Assessing Officer for
      any reason, the assessee will invite penalty
      under Section 271(1)(c). That is clearly not the
      intendment of the Legislature.

      11. In this behalf the observations of this Court
      made in Sree Krishna Electricals v. State of
      Tamil Nadu & Anr. [(2009) 23VST 249 (SC)] as
      regards the penalty are apposite. In the
      aforementioned decision which pertained to the
      penalty proceedings in Tamil Nadu General Sales
      Tax Act, the Court had found that the authorities
      below had found that there were some incorrect
      statements made in the Return. However, the
      said transactions were reflected in the accounts
      of the assessee. This Court, therefore, observed:




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               "So far as the question of penalty is concerned
               the items which were not included in the
               turnover were found incorporated in the
               appellant's account books. Where certain items
               which are not included in the turnover are
               disclosed in the dealer's own account books
               and the assessing authorities include these
               items in the dealer's turnover disallowing the
               exemption, penalty cannot be imposed. The
               penalty levied stands set aside."


       The situation in the present case is still better as
       no fault has been found with the particulars
       submitted by the assessee in its Return."


17. In the case of Toyota Kirloskar Motor (P) Ltd.

V.    Union              of    India      reported          in      (2019)            109

taxmann.com 137 relied upon by Shri Soparkar,

Explanation              7     of   Section            271(1)(C)       was         under

consideration                 where     the       Court        held         that        the

Explanation cannot be applied blindly in a routine

manner to levy penalty on the additions made in the

absence of any material to establish the concealing of

income              or        furnishing        inaccurate              particulars.

Moreover, they are independent and distinct from the

assessment proceedings.                         Paras 23 to 30 of the


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Karnataka decision read as under:

       "23. Explanation 7 to Section 271(1)cannot be
       applied blindly in a routine manner to levy
       penalty on the additions made in the absence of
       any material to establish the concealing of the
       income or furnishing the inaccurate particulars
       by the assessee unless the assessee fails to prove
       that in good faith and with due diligence the
       price charged or paid in the transaction was
       computed in accordance with Section 92C of the
       Act. However, these issues requires to be
       analyzed based on the facts and circumstances
       of the case. There cannot be any straight jacket
       formula to levy and determine the penalty. A
       speaking order requires to be passed for levying
       the penalty under section 271[1][c] of the Act
       which is a self-contained code.


       24. It is desirable to quote paragraphs 60 and 61
       of Manjunatha Cotton and Ginning supra, which
       reads as under:
               "60. The penalty proceedings are distinct from
               assessment proceedings, and independent
               therefrom. The assessment proceedings are
               taxing proceedings. The proceedings for
               imposition of penalty though emanating from
               proceedings of assessment are independent
               and separate aspects of the proceeding.
               Separate provision is made for the imposition
               of penalty and separate notices of demand are
               made for recovery of tax and amount of
               penalty. Also separate appeal is provided
               against order of imposition of penalty. Above
               all, normally, assessment proceedings must
               precede penalty proceedings. Assessee is
               entitled to submit fresh evidence in the course


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              of penalty proceedings. It is because penalty
              proceedings are independent proceedings. The
              assessee cannot question the assessment
              jurisdiction in penalty proceedings. Jurisdiction
              under penalty proceedings can only be limited
              to the issue of penalty, so that validity of the
              assessment or reassessment in pursuance of
              which penalty is levied, cannot be the subject
              matter in penalty proceedings. It is not possible
              to give a finding that the re- assessment is
              invalid in such penalty proceedings. Clearly,
              there is no identity between the assessment
              proceedings and the penalty proceedings. The
              latter are separate proceedings that may, in
              some cases, follow as a consequence of the
              assessment proceedings. Though it is usual for
              the Assessing Officer to record in the
              assessment order that penalty proceedings are
              being initiated, this is more a matter of
              convenience than of legal requirement. All that
              the law requires, so far as the penalty
              proceedings are concerned, is that they should
              be initiated in the course of the proceedings for
              assessment. It is sufficient, if there is some
              record somewhere, even apart from the
              assessment order itself, that the Assessing
              Officer has recorded his satisfaction that the
              assessee is guilty of concealment or other
              default for which penalty action is called for.
              Indeed, in certain cases, it is possible for the
              Assessing Officer to issue a penalty notice or
              initiate penalty proceedings even long before
              the assessment is completed. There is no
              statutory requirement that the penalty order
              should precede or be simultaneous with the
              assessment order. In point of fact, having
              regard to the mode of computation of penalty
              outlined in the statute, the actual penalty order
              cannot be passed until the assessment is
              finalised.


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              61. In the light of what is stated above, what
              emerges is as under:
              a) Penalty under Section 271(1)(c) is a civil
              liability.
              b) Mens rea is not an essential element for
              imposing penalty for breach of civil obligations
              or liabilities.
              c) Willful concealment is not an essential
              ingredient for attracting civil liability.
              d) Existence of conditions stipulated in Section
              271(1)(c) is a sine qua non for initiation of
              penalty proceedings under Section 271.
              e) The existence of such conditions should be
              discernible from the Assessment Order or order
              of the Appellate Authority or Revisional
              Authority.
              f) Even if there is no specific finding regarding
              the existence of the conditions mentioned in
              Section 271(1)(c), at least the facts set out in
              Explanation 1(A) & (B) it should be discernible
              from the said order which would by a legal
              fiction constitute concealment because of
              deeming provision.
              g) Even if these conditions do not exist in the
              assessment order passed, at least, a direction
              to initiate proceedings under Section 271(1)(c)
              is a sine qua non for the Assessment Officer to
              initiate the proceedings because of the
              deeming provision contained in Section 1(B).


              h) The said deeming provisions are                          not
              applicable to the orders passed by                          the
              Commissioner    of  Appeals   and                           the
              Commissioner.
              i) The imposition of penalty is not automatic.



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              j) Imposition of penalty even if the tax liability
              is admitted is not automatic.
              k) Even if the assessee has not challenged the
              order of assessment levying tax and interest
              and has paid tax and interest that by itself
              would not be sufficient for the authorities
              either to initiate penalty proceedings or impose
              penalty, unless it is discernible from the
              assessment order that, it is on account of such
              unearthing or enquiry concluded by authorities
              it has resulted in payment of such tax or such
              tax liability came to be admitted and if not it
              would have escaped from tax net and as opined
              by the assessing officer in the assessment
              order.
              l) Only when no explanation is offered or the
              explanation offered is found to be false or when
              the assessee fails to prove that the explanation
              offered is not bonafide, an order imposing
              penalty could be passed.
              m) If the explanation offered, even though not
              substantiated by the assessee, but is found to
              be bonafide and all facts relating to the same
              and material to the computation of his total
              income have been disclosed by him, no penalty
              could be imposed.
              n) The direction referred to in Explanation 1B
              to Section 271 of the Act should be clear and
              without any ambiguity.
              o) If the Assessing Officer has not recorded any
              satisfaction or has not issued any direction to
              initiate penalty proceedings, in appeal, if the
              appellate authority records satisfaction, then
              the penalty proceedings have to be initiated by
              the appellate authority and not the Assessing
              Authority.
              (p) Notice under Section 274 of the Act should
              specifically state the grounds mentioned in


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              Section 271(1)(c), i.e., whether it is for
              concealment of income or for furnishing of
              incorrect particulars of income.
              q) Sending printed form where all the ground
              mentioned in Section 271 are mentioned would
              not satisfy requirement of law.
              r) The assessee should know the grounds which
              he has to meet specifically. Otherwise,
              principles of natural justice is offended. On the
              basis of such proceedings, no penalty could be
              imposed to the assessee.
              s) Taking up of penalty proceedings on one
              limb and finding the assessee guilty of another
              limb is bad in law.
              t) The penalty proceedings are distinct from the
              assessment proceedings. The proceedings for
              imposition of penalty though emanate from
              proceedings of assessment, it is independent
              and separate aspect of the proceedings.
              u) The findings recorded in the assessment
              proceedings in so far as "concealment of
              income"     and   "furnishing     of   incorrect
              particulars" would not operate as res judicata
              in the penalty proceedings. It is open to the
              assessee to contest the said proceedings on
              merits. However, the validity of the assessment
              or reassessment in pursuance of which penalty
              is levied, cannot be the subject matter of
              penalty proceedings. The assessment or
              reassessment cannot be declared as invalid in
              the penalty proceedings."


      25. In the case of Brij Lal and others supra, in
      the context of conclusion arrived by the
      Settlement Commission invoking the special
      procedure for computation of total income by,
      under Sections 245C and 245D in Chapter xix-A


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      of the Act, the Hon'ble Apex Court has observed
      thus:
              "23. Descriptively, it can be stated that
              assessment in law is different from assessment
              by way of settlement. If one reads section
              245D(6) with section 245I, it becomes clear
              that every order of settlement passed under
              section 245D(4) shall be final and conclusive as
              to the matters contained therein and that the
              same shall not be re- opened except in the case
              of fraud and misrepresentation. Under section
              245F(1), in addition to the powers conferred on
              the Settlement Commission under Chapter XIX-
              A, it shall also have all the powers which are
              vested in the income tax authority under the
              Act. In this connection, however, we need to
              keep in mind the difference between
              "procedure for assessment" under Chapter XIV
              and "procedure for settlement" under Chapter
              XIX-A (see section 245D). Under section
              245F(4), it is clarified that nothing in Chapter
              XIX-A shall affect the operation of any other
              provision of the Act requiring the applicant to
              pay tax on the basis of self-assessment in
              relation to matters before the Settlement
              Commission."

      26. It is thus held that the nature of the orders
      under Section 143 and 144 is different from the
      orders of the Settlement Commission under
      Section 245-D4 of the Act.


      27. In K.C. Builders and Another supra, the
      Hon'ble Apex Court has observed that the
      condition precedent for imposing penalty under
      Section 271[1][c] would be that the assessee has
      made conscious concealment or furnished
      inaccurate particulars of his income, where the


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      additions made in the assessment order, on the
      basis of which penalty for concealment was
      levied is finally annulled, or deleted, there
      remains no basis set out for levying the penalty
      for concealment, and, therefore in such a case no
      such penalty can survive and the same is liable
      to be cancelled. Thus, it is settled law that
      penalty cannot stand if the assessment is set
      aside.

      28. In UNION OF INDIA VS. DHARMENDRA
      TEXTILES PROCESSORS & OTHERS reported in
      (2008) 306 ITR 277 (SC), the Hon'ble Apex Court
      was dealing with the penalty provisions
      contained in Section 11 [a][c] of the Central
      Excise Act, 1944, reference was made to the
      penalty provision in the Act, 1961 and the
      Hon'ble Apex Court has held that mens era is not
      an essential element for imposing penalty for
      breach of civil obligations. In the case of
      Manjunatha Cotton and Ginning Factory supra,
      the Division Bench of this Court considering the
      various judgments of the Hon'ble Apex Court and
      more particularly Dharmendra Textiles case
      supra, held that the decision in the Dharmendra
      Textiles case is to be understood as a decision
      under Section 11[a][c] of the Central Excise Act,
      1944 and Rajasthan Spinning and Ginning case
      of the Hon'ble Apex Court has been referred to,
      while arriving at such a decision. In paragraph
      65, the Division Bench has observed that the
      subject matter of the penalty proceedings is the
      order of the Appellate Authority and not the
      order passed by the Assessing Authority. If the
      Appellate Authority was satisfied with the
      addition, it has to be made on the ground of
      undervaluation of the closing stock which was


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      not the finding recorded by the Assessing
      Authority, which was not the basis for the
      initiation of the penalty proceedings by the
      Assessing Authority. In such circumstances, it
      was held that the Appellate Authority ought to
      have initiated penalty proceedings and issued
      notice to the assessee to show cause why penalty
      should not be imposed. The said procedure not
      being followed and, therefore, though for
      different reasons, the First Appellate Authority
      has set aside the order levying penalty, the
      Tribunal correctly appreciated the facts in a
      proper perspective and was justified in not
      interfering with the order of the appellate
      authority in setting aside the penalty order.
      ...

      30. The penalty proceedings are distinct from
      assessment proceedings and independent there
      from. The proceedings for imposition of penalty
      though     emanating      from    proceedings     of
      assessment are independent and separate
      aspects of the proceedings. Merely alternative
      dispute resolution has been opted by the assesse,
      it would not invalidate the penalty proceedings
      unless it has been considered, analyzed and a
      decision is arrived at by the two sovereign States
      under the MAP. The order passed by the
      mechanism provided under Section 90 can be
      construed as an adjustment to the assessment
      order but not an annulment of the assessment
      order. If by such an adjustment, the assessment
      order is annulled in its entirety, setting aside the
      tax levied on income, then the arguments of the
      petitioners can hold good prohibiting the
      authorities to invoke the penal proceedings
      irrespective of any explicit finding regarding the

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      penal consequences in the order of MAP.
      However, in the present set of facts, such a
      situation would not arise in view of the
      adjustment made to certain extent in the order
      passed under Rule 44H(5), implementing the
      order of MAP reducing the transfer pricing
      adjustment to Rs.91,80,00,000/- as against
      Rs.240,11,91,692/-. The onus lies on the assessee
      to establish that the said addition now finally
      decided by MAP is not due to concealment of
      income or furnishing of inaccurate particulars
      and moreover, the computation was made under
      Section 92C in the manner prescribed under that
      Section, in good faith and with due diligence. At
      the same time, Explanation 7 would not
      empower the concerned authorities to levy
      penalty automatically for such transactions. A
      decision has to be taken by the authorities after
      application of mind. These aspects involving
      questions of fact requires to be considered by
      the Authorities concerned and rightly the
      petitioner has preferred an appeal against the
      penalty proceedings in W.P.No.57865/2015.
      Since the notice issued under Section 271[1][c]
      of     the     Act     being     challenged     in
      W.P.No.56348/2015, the petitioner is at liberty
      to file objections/reply to the notice impugned
      within a period of two weeks from the date of
      receipt of certified copy of the order. If such
      reply/objections are filed as aforesaid, the same
      shall be considered by the Assessing Officer in
      accordance with law in an expedite manner.
      Hence, the following.


      ORDER
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i) Section 271(1)(C) of the Income Tax Act, 1961 is held intra vires the constitution in so far as imposing of penalty on amounts determined pursuant to Convention for avoidance of Double Taxation between Union of India and other sovereign countries which is enforced in Indian territory by Section 90 of the Income Tax Act, 1961 and the Rules made thereunder.

ii) Appellate Authority shall consider the appeal preferred by the petitioner against the order of penalty dated 22.09.2015 at Annexure - S [W.P.No.57865/2015] on merits and shall take a decision in accordance with law in an expedite manner.

iii) The petitioner in W.P.No.56348/2015 is at liberty to file reply/objections to the notice dated 27.10.2015 at Annexure-G within a period of two weeks from the date of receipt of certified copy of the order. On filing of such reply/objections, the Assessing Officer shall consider the same and take a decision in accordance with law in an expedite manner.

iv) With the aforesaid observations, writ petition stands dismissed."

18. Even in the case of Verizon India Pvt. Ltd.

(supra), the observations are as under:

" The present appeal against the order dated 08.08.2016 of Income Tax Appellate Tribunal is Page 43 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined barred because the revenue has refiled it with a delay of 550 days. On this ground alone, the appeal is liable to be rejected.
This Court has considered the merits of the appeal as well. The brief facts are that during the relevant period, i.e. AY 2007-08, the assessee had, in the course of its return, relied upon a transfer pricing report. The report inter alia sought benefit of six comparables, by applying the Transactional Net Margin Method (TNMM) under Section 92C of the Income Tax Act, 1961. The report had relied upon twelve comparables; the Transfer Pricing Officer (TPO) rejected nine of them and based upon the surviving data, determined the Arms Length Pricing (ALP) and made adjustments in the final return. The Assessing Officer (AO), while accepting TPO's determination, was of the opinion that as per Explanation 7 to Section 271(1)(c), the addition was to be deemed to represent income and was, therefore, liable, and consequently penalty was leviable. The AO's order was set-aside by the ITAT.
We have considered the circumstances. The assessee in this case could not, in the opinion of this Court, visualize that out of the twelve comparables furnished, nine would be rejected and the matrix of calculations, as it worked, would radically undergo change. Pertinently, for the previous year 2006-07, the assessee's comparables - including some of those which were rejected in the present order, were in fact accepted when the matter reached finality. In these circumstances, the interpretation adopted by the AO was plainly erroneous. The Court is Page 44 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined also of the opinion that in the absence of any overt act, which disclosed conscious and material suppression, invocation of Explanation 7 in a blanket manner could not only be injurious to the assessee but ultimately would be contrary to the purpose for which it was engrafted in the statute. It might lead to a rather peculiar situation where the assessees who might otherwise accept such determination may be forced to litigate further to escape the clutches of Explanation 7. For the above reasons, we are also satisfied that no substantial question of law arises. The appeal is accordingly dismissed along with the pending application."

19. What is therefore evident from the above is that provisions of Section 271(1)(C) and Explanation 7 is clearly not applicable.

20. Moreover, merely because the appeal of the assessee was admitted on the issue of quantum, the fact that the `Revenue's appeal ipso-facto requires to be admitted, is not necessary.

21. In the case of Sinosteel India (P) Ltd. (supra) a Division Bench of the Delhi High Court in that case Page 45 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined held as under:

"Present appeal by the Revenue under Section 260A of the Income Tax Act, 1961(the Act, for short) in the case of M/s Sinosteel India Limited (respondent-assessee, for short) impugns the order dated 29th January, 2018 passed by the Income Tax Appellate Tribunal (Tribunal) deleting penalty for concealment of income under Section 271(1)(c) of the Act. The appeal relates to Assessment Year 2006-07.

2. Penalty for concealment was imposed for failure to correctly compute arm's length price of international transactions between the respondent-assessee and its holding company M/ s Sino Steel Corporation, China and associated enterprises by excluding internal comparable while applying the Comparable Uncontrolled Price (CUP) method.

3. Respondent-assessee was providing support and assistance to its holding company and associated enterprises in procuring and supplying metallurgical materials and related activities, for which the respondent-assessee was paid commission in related international transactions @ US$ 0.15 per DMT and US$ 0.33 per WMT.

4. During the year in question, the respondent- assessee had entered into a third party independent or unrelated international transaction in which commission @ US$ 0.50 per DMT was paid.

5. The respondent-assessee had received Page 46 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined commission of Rs. 1,58,12,470/- and after setting off expenses and permissible deductions, the respondent-assessee had declared a total income of Rs. 42,30,567/- in its return.

6. Details with regard to unrelated third-party transaction were duly disclosed and informed to the Assessing Officer and Transfer Pricing Officer.

7. Respondent-assessee had justified exclusion of internal unrelated comparable in view of the small volume of transaction. It was an isolated transaction, substantially lower in value in comparison to the volume of the transactions with the associated enterprises, which were enduring and to continue over a period of time. It was normal in business to charge lower commission on larger volumes from parties with long-term business relationship.

8. Transfer Pricing Officer, vide order dated 28th August, 2009, however, did not agree with the respondent-assessee. Arm's length price was computed by taking the independent unrelated party comparable into consideration. Dispute Resolution Panel vide order dated 25th November, 2011 also rejected the respondent- assessee's challenge to include the internal comparable. By assessment order dated 9th September, 2010 income was assessed at Rs. 3,30,02,880/-. Penalty proceedings under Section 271(1)(c) of the Act were directed to be initiated.

9. In the present appeal, we are not concerned with the question whether the independent transaction should or should not be considered Page 47 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined as a comparable. This would be decided in the quantum appeal pending before the High Court. Obviously, if the respondent-assessee succeeds, the penalty would be quashed for there is no addition, which has been sustained. However, the scope of the present appeal, as stated above, relates to the question of bona fides of the explanation of the respondent-assessee and whether exclusion of the internal comparable was after due diligence.

10. The Assessing Officer had imposed penalty referring to Explanation 7 to Section 271(1)(c) of the Act, and without any discussion on the question of explanation given by the assessee, it was observed and held:-

"In view of Explanation 7 of Section 271(1)(c) of the I.T. Act 1961, this amount of Rs.2,87,72,311/- shall also be deemed to represent the income in respect of which particulars have been concealed/inaccurate particulars have been furnished. The assessee has failed to establish that the price charged or paid in such transaction was computed in accordance with the provisions contained in section 92C of the IT Act 1961 and lathe manner prescribed under that section in good faith and with due diligence. In view of the above, I am of the considered opinion that the assessee has concealed particulars of its income and is liable to penalty u/s 271(1)(c) of the I.T. Act 1961." The Assessing Officer, in our view, had failed to appreciate that imposition of penalty was not automatic in the sense that it was mandatory as addition had been made in the quantum proceedings. 11. The Commissioner of Income Tax (Appeals) vide Page 48 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined order dated 6 th October, 2015 upheld the penalty order observing that the respondent- assessee merely stated that the lower rate of commission was on account of higher volume. The transfer pricing report had not mentioned that the lower rate of commission was at arm's length when compared to internal comparable. Further, the respondent-assessee had not acted with due diligence. In view of Explanation 7 to Section 271 (1)(c) of the Act, penalty was rightly imposed on the deemed concealed income or income in respect of which inaccurate particulars were furnished. The Commissioner of Income Tax (Appeals), however, did observe that the respondent-assessee had filed fresh evidence in the penalty proceedings explaining and justifying lower rate for higher volume of transactions. This submission was rejected observing that fresh evidence was not part of the Transfer Pricing Report. It was stated that two opinions were not possible.
12. The Tribunal in the impugned order has held as under:-
"3. We have perused the submissions advanced by both the sides in the light of the records placed before us. 3.1. On perusal of assessment order, we observe that assessee as well as Ld.TPO agreed upon CUP to be the most appropriate method for computing the arm's length price. Further in our view, under CUP, selection of comparables is within strict parameters and has to be accurately made on functional similarities. Admittedly there was lack of comparables internal/external for the type of services rendered by assessee to its AE. It is Page 49 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined observed that the transfer pricing adjustment is because of the difference in the computation of ALP due to lack of comparables. 3.2. Ld. A.R. forcefully contended that the addition based on the difference in arm's length price is a debatable issue and, therefore, the claim of assessee, though not accepted, that by itself would not attract the penalty u/s 271(1)(c) as held by the Hon'ble Supreme Court, in the case of Reliance Petroproducts (P) Ltd. reported in 322 ITR 158. To substantiate this contention that the issue of addition is debatable in nature, Ld. A.R. referred and relied upon the substantial question of law framed by the Hon'ble High Court in the appeal preferred by the assessee against the order of this Tribunal in quantum. The decision of Hon'ble Delhi High Court dated 05.10.2010 in the case of Liquid Investment & Trading Coo (supra) has been relied upon on this point, where Hon'ble Court has observed as under: "Both the CIT(A) as well as the ITAT have set aside the penalty imposed by the Assessing Officer under section 271(1)(c) of the Income Tax Act, 1961 on the ground that the issue of deduction under section 14A of the Act was a debatable issue. We may also note that against the quantum assessment where under deduction under section 14A of the Act was prescribed to the assessee, the assessee has preferred an appeal in this Court under Section 260A of the Act which has also been admitted and substantial question of law framed. This itself shows that the issue is debatable. For these reasons, we are of the opinion that no question of law arises in the present case." 3.3. Thus, it is the nature of addition/disallowance, which is material to determine whether the issue involved Page 50 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined in the addition is a debatable issue and, therefore, the claim of the assessee is a bona fide claim, though not acceptable. Even otherwise legislature has made it clear by inserting Explanation 7 to section 271(1)(c) that any addition in the computation of the total income is made as per the provisions of section 92C. The amounts so added or disallowed shall for the purpose of Clause(c) of section 271(1) would be deemed to represent the income, in respect of which the particulars have been concealed or inaccurate particulars have been furnished unless, the assessee proves to the satisfaction of the taxing authority that the price or charges are paid in international transactions was computed in accordance with the provisions of section 92C and in the manner prescribed under that section in good faith and with the due diligence. For ready reference, we quote Explanation 7 as under: "Where in the case of an assessee who has entered into an international transaction [or specified domestic transaction] defined in section 92B, any amount is added or disallowed in computing the total income under sub- section(4) of section 92C, then, the amount so added or disallowed shall, for the purposes of clause(c) of this subsection, be deemed to represent the income in respect of which particulars have been concealed or inaccurate particulars have been furnished, unless the assessee proves to the satisfaction of the Assessing Officer or the Commissioner (Appeals) for the Commissioner] that the price charged or paid in such transaction was computed in accordance with the provisions contained in section 92C and in the manner prescribed under that section, in good, faith and with due Page 51 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined diligence." 3.4. The cases of addition/disallowance in computing the total income as per the provisions of section 92C does not fall under the general rule of bona fide explanation as per Explanation 1 to section 271(1)(c). The Explanation 7, itself has prescribed exceptions in the case whether the price has been computed in accordance with the provisions of section 92C and in the manner prescribed there under in good faith and with due diligence. Therefore, if the assessee proves to the satisfaction of the taxing authority that the price charged or paid has been computed as per the provision and manner prescribed under section 92C, in good faith and with due diligence then the addition made under section 94C(4) would not attract the penalty. Once the exclusion from attracting the provisions u/s 271(1)(c) has been provided in the Explanation-7 itself then the first requirement for escaping from the levy of penalty u/ s 271(1)(c), against the addition made as per the provisions of section 92C is that the decision of the assessee in computation of the price in respect of international transactions is as per the provisions and manner prescribed under section 92C and further the said decision is taken in good faith and with due diligence. 3.5. No doubt that in the case of international transactions regarding purchase of raw material, the most appropriate method for determining the ALP would be Comparable Uncontrolled Transactions (CUP). However, the selection of the method is further subjected to various factors and one of the factors is the availability, coverage and reliability of data necessary for application of the method. In the facts of the present case entire adjustment has been made Page 52 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined due to the lack of reliable data. We find that the decision of the Hon'ble Delhi High Court in Liquid Investments & Trading Co. (supra) clinches the issue in favour of the assessee. In this case it was held by the Hon'ble High Court that where the assessee has preferred an appeal u/s 260A of the Act which has also been admitted a substantial question of law framed; this itself shows that the issue is debatable. In our considered view no penalty u/s 271(1)(c) of the Act could be imposed on a debatable issue. In this view of the order we hold that the case of the assessee is not a fit case for levy of penalty u/ s 271(1)(c) of the Act and accordingly the grounds of the appeal by the assessee stand allowed."

13. Quantum appeal on the question of internal comparable has been admitted by the High Court. This is an admitted position.

14. The reasoning given by the Assessing Officer to impose penalty for concealment has been quoted in entirety. It shows complete non- application of mind by the said officer on the relevant considerations. The Commissioner of Income Tax (Appeals), however, did go deeper and had rejected the stand of the respondent- assessee on bona fides and due diligence. In spite of evidence placed by the respondent- assessee on the question of difference in quantum or volume of transactions, etc., it was observed that this evidence was not part of the Transfer Pricing Study.

15. Per contra, the Tribunal after referring to the material, had taken an opposite view after Page 53 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined examining the factual matrix of the present case.

16. Explanation 7 to Section 271(1)(c) of the Act reads:- "Explanation 7.--Where in the case of an assessee who has entered into an international transaction or specified domestic transaction defined in section 92B, any amount is added or disallowed in computing the total income under sub-section (4) of section 92C, then, the amount so added or disallowed shall, for the purposes of clause (c) of this sub-section, be deemed to represent the income in respect of which particulars have been concealed or inaccurate particulars have been furnished, unless the assessee proves to the satisfaction of the Assessing Officer or the Commissioner (Appeals) or the Principal Commissioner or Commissioner that the price charged or paid in such transaction was computed in accordance with the provisions contained in section 92C and in the manner prescribed under that section, in good faith and with due diligence." Thus, addition or disallowance made while computing the income under Section 92C of the Act, is deemed to be concealed income or income of which inaccurate particulars have been furnished. Explanation 7 however states that penalty is not to be imposed where the assessee establishes that the price charged or paid was computed as per provisions of Section 92C and the assessee had acted in good faith and with due diligence. Conduct of the assessee is the distinguishing and relevant factor to be adjudicated in the penalty proceedings. Onus to establish bona fides and exercise of due diligence is on the assessee. Explanation of the assessee on the computation of arms length Page 54 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined price may be the same, but appreciation and consideration is from a different point of view, i.e. bona fides and due diligence."

22. Even in the case of Principal Commissioner of Income Tax-5 v. Kalpana M. Bhatt rendered in Tax Appeal No.659 of 2017 in an oral order dated 11.09.2017, the Division Bench of this Court held as under:

"1. This appeal is filed by the Revenue challenging the judgement of the Income Tax Appellate Tribunal dated 14.12.2016 raising following question for our consideration:
"Whether the Appellate Tribunal was right in law and on facts in deleting the penalty of Rs. 22,44,00/- u/s. 271(1)(c) of the Act levied against the disallowance of exemption u/s. 54 of the Act of Rs. 1,00,00,000/-?"

2. The issue pertains to penalty imposed by the Assessing Officer against the respondent- assessee. The Tribunal, by the impugned order, confirmed the view of the CIT(Appeals) deleting the penalty. The Tribunal, of course, cited the sole reason of the quantum additions being deleted for confirming the view of the CIT (Appeals). Learned counsel for the Revenue, therefore, would be correct in pointing out that when the Revenue has, challenged the judgment of the Tribunal concerning the quantum Page 55 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined additions which appeal is pending before the High Court, the question of penalty should normally be further examined. However, for reasons entirely different from those recorded by the Tribunal it may be possible to confirm the order of the CIT (Appeals) deleting the penalty. This is so because the very issue on which the Assessing Officer had initiated proceedings and ultimately imposed the penalty proceedings for and ultimately imposed penalty was a highly debatable legal issue as can be seen from the Tribunal's following observations in the judgement considering the quantum additions:

"7. We have considered the rival submissions and perused the material available on record and the paper book containing 1 to 149 pages filed by the assessee. From the facts of the case it is evidence that the grouse of the learned AO for denying exemption u/s. 54 of the Act was due to the following three reasons: (1) the asset which is the subject matter of transfer belonged to the assets of Late Shri Prabhashankar Patni which is separate assessable entity and not the assessee. (2) The asset which is the subject matter of transfer is predominantly is a case of transfer of land and the same cannot be treated as transfer of building with land appurtenant thereto as envisaged u/s. 54 of the Act. (3) The subject matter of assets being transferred was converted to commercial asset and no more remained as house property as defined u/s. 22 of the Act."

3. Thus, the Tribunal outlined three objections of the Revenue against granting the exemption to the assessee under section 54 of the Income Tax Act. The Tribunal thereafter proceeded to deal Page 56 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023 NEUTRAL CITATION C/TAXAP/483/2023 CAV JUDGMENT DATED: 26/10/2023 undefined with each one of them threadbare and overruling each of the Revenue's objections. There is no element of any suppression on part of the assessee of material facts. The assessee had neither withheld the source of income nor provide accurate particulars about the income.

4. Under the circumstances, tax appeal is dismissed."

23. For the aforesaid reasons therefore the appeals deserve to be dismissed as no questions of law much less substantial questions of law are involved.

24. In the result, appeals are dismissed.

(BIREN VAISHNAV, J) (MAUNA M. BHATT,J) ANKIT SHAH Page 57 of 57 Downloaded on : Thu Oct 26 20:50:17 IST 2023