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(b) legal charges for drafting any agreement between the assessee and any other person for any purpose relating to the setting up or conduct of the business of the assessee;
(c) where the assessee is a company, also expenditure--
(i) by way of legal charges for drafting the Memorandum and Articles of Association of the company;
(ii) on printing of the Memorandum and Articles of Association;
(iii) by way of fees for registering the company under the provisions of the Companies Act, 1956 (1 of 1956);
(iv) in connection with the issue, for public subscription, of shares in or debentures of the company, being underwriting commission, brokerage and charges for drafting, typing, printing and advertisement of the prospectus;
(d) such other items of expenditure (not being expenditure eligible for any allowance or deduction under any other provision of this Act) as may be prescribed.

33. This section basically applies to the expenditure incurred before commencement of business. It also applies to the expenditure incurred after commencement if there was expansion of industrial undertaking or setting up of a new industrial unit. The object of the issue of debentures is stated to be three-one of which is financing the new 100 per cent EOU project of gray cotton fabrics at Karnanagar, Mehsana District in Gujarat; the other being to have the equity shares enlisted in the stock exchange which was possible when there is a large equity base and the third being financing the existing business. Thus, one of the objects falls in Section 35D, sure and certain, as there is setting up a new industrial unit. l/3rd of the expenditure falls sure and certain under Section 35D(2)(c)(iv) as both the shares and debentures are included in the said clause. As regards the enabling enlisting of equity shares at Stock Exchange, that may also fall in Section 35D, if a connection is established that the higher equity was necessary or had a connection for setting up the 100 per cent EOU unit. In any case the object for issue as is evident from the prospectus the debentures are to be fully converted into equity shares and thus expansion of capital base as such cannot fall in Section 35D unless as aforesaid it has a relation to or it was for setting up the new unit of 100 per cent EOU, The third object namely, financing the existing business cannot fall in Section 35D but in the light of the Supreme Court decision it would normally be expenditure covered under Section 37 if it was a simple raising of loan by issue of debentures unless that is ultimately found to have been a prelude to and be for the object to increase the capital base. The last 2 categories depend upon the intention of the assessee. If the intention was to issue the shares and via route of convertible debentures is adopted the expenditure would be capital. That intention in second case is evident as the issue of debentures was to enable it to enlist the equity shares in stock exchange. For the second also, when the debentures are compulsorily to be converted into equity shares the intention is implicit that they were issued for increasing the capital base of the company. It is true that part-B debentures were to be converted after 15 months and during those 15 months the money received on the issue of debentures was only as a loan or advance or deposit pending allotment of shares like application money. But it being towards allotment of shares ultimately no allowance on proportionate can also be allowed to the assessee.