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Turner Broadcasting Systems Asia Pacific Inc. Vs. Deputy Director Of Income Tax
February, 03rd 2016
* IN THE HIGH COURT OF DELHI AT NEW DELHI
%                                        Judgment reserved on: 07th May, 2015
                                    Judgment delivered on:  08th October, 2015
+       WP(C) No. 1874/2013

TURNER BROADCASTING SYSTEMS ASIA PACIFIC INC. ..... Petitioner

                                        versus
DEPUTY DIRECTOR OF INCOME TAX                                             ..... Respondent
Advocates who appeared in this case:
For the Petitioner :               Mr M.S. Syali, Sr Advocate with Mr Mayank Nagi,
                                   Ms Husnal Syali and Mr Harkunal Singh

For the Respondent:                Mr Rohit Madan, Mr Ruchir Bhatia, Mr Akash
                                   Vajpai and Mr Alay Kshatriya

                                   AND

+       WP(C) No. 1984/2014

TURNER BROADCASTING SYSTEMS ASIA PACIFIC INC. ..... Petitioner

                                        versus
DEPUTY DIRECTOR OF INCOME TAX                                             ..... Respondent
Advocates who appeared in this case:
For the Petitioner :         Mr M.S. Syali, Sr Advocate with Mr Mayank Nagi, Ms
                             Husnal Syali and Mr Harkunal Singh

For the Respondent:                Mr Rohit Madan, Mr Ruchir Bhatia, Mr Akash Vajpai
                                   and Mr Alay Kshatriya




WP(C) 1874/2013 & WP(C)1984/2014                                                       Page 1 of 17
CORAM:-
HON'BLE MR JUSTICE BADAR DURREZ AHMED
HON'BLE MR JUSTICE SANJEEV SACHDEVA

                                   JUDGEMENT

SANJEEV SACHDEVA, J

1.      Since both the petitions involve common questions and pertain to the
same petitioner, the same are being disposed of by a common judgment.
WP(C) 1874/2013 pertains to assessment year 2007-08 and WP(C)
1984/2014 pertains to assessment year 2008-09.

2.      The petitioner, Turner Broadcasting Systems Asia Pacific Inc.,
formerly known as Turner Entertainment Networking Asia Inc. (hereinafter
referred to as ,,TENA) is a company incorporated in the state of Georgia,
U.S.A. and is a tax resident of the U.S.A. During the relevant financial
years, TENA derived income from the grant of exclusive rights to Turner
International India Private Limited (TIIPL) in India to sell advertising on the
products and to distribute the products, namely, (a) Satellite Delivered
Televisions Services called Cartoon Networks, TCM Turner, TCM Turner
Classic Movies, POGO and Boomerang ; (b) from Interactive Entertainment
Services known as cartoonnetworkindia.com and POGO.T.V.; and (c) from
Entertainment Mobile Telecommunication Services "Cartoon Network
Mobile and Boomerang Mobile.


WP(C) 1874/2013 & WP(C)1984/2014                                      Page 2 of 17
WP(C) No. 1874/2013 (Assessment year 2007-2008)

3.      The petitioner filed its return of income on 27.03.2009 declaring an
income of Rs. 12,40,99,555/-.

4.      On 11.08.2009, a questionnaire was issued by the respondent/revenue
seeking details/evidence/explanations on various aspects pertaining to
taxability of the petitioner. In total 38 queries were raised. For the present
context, the following queries may be noticed:-

                (i)     Give detailed note regarding the nature of business
                        activities performed by the Petitioner. Furnish
                        details regarding the projects executed in India
                        during the year;

                (ii)    File copy of return of Income for AY 2007-08 with
                        Balance-sheet, Profit and Loss account and Notes
                        on accounts.
                (iii)   Furnish Statement/ Computation of Income with
                        supporting/ evidence in support of the return of
                        income.
                (iv)    Furnish report in Form 3CEB under Section 92E
                        read with Rule 10E.

                (v)     Copy of agreement / contract with Indian customer
                        or any other party in India from whom payment is
                        received during the year.



WP(C) 1874/2013 & WP(C)1984/2014                                         Page 3 of 17
                (vi)    Copy of all orders under Section 195(2), which
                        Assessee might have received from payers relevant
                        to the AY in question.

                (vii) Explain in detail whether you have Permanent
                      Establishment in India.

                (viii) Give the list of AE's in India, if any, and also give
                       details of transactions entered with them.
                (ix)    Copy of Tax Residency Certificate.

                (x)     Copy of last Assessment Order."

5.      On 5.10.2009, the petitioner filed a detailed reply to the questionnaire
and reply given to the above referred queries was as under:-

                (i)     In reply to query no. 1, it was submitted that
                        Petitioner was company incorporated under the
                        laws of state of Georgia. During the AY in
                        question, the Petitioner derived the largest portion
                        of its Indian income from the grant of exclusive
                        rights to Turner International India Private Ltd.
                        (`TIIPL') in India to sell advertising on the
                        products and to distribute the products.

                (ii)    In reply to query no 2, a print of Corporate Tax
                        Return e-filed for AY 2007-08 was submitted.

                (iii)   In reply to query no. 3, a copy of computation of
                        income along with Notes to computation was filed.



WP(C) 1874/2013 & WP(C)1984/2014                                          Page 4 of 17
                (iv)    In reply to query no. 5, a copy of report in Form
                        3CEB was filed.

                (v)     In reply to query no. 12, copy of Order under
                        Section 195(2) of the Act, determining the
                        withholding tax rate for making remittance to the
                        Petitioner was filed.

                (vi)    In reply to query no. 14, a detailed explanation was
                        given showing how the Petitioner did not have any
                        PE in India.
                (vii) In reply to query no. 19, list of AE's of the
                      Petitioner in India was provided to the Respondent.
                (viii) In reply to query no. 25, a copy of Tax Residency
                       Certificate was filed.

                (ix)    In reply to query no. 37, copy of last Assessment
                        Order for AY 2006-07 was furnished.

                (x)     Further, in response to query no. 10, inter alia, the
                        Distribution and Advertising Sales Agreement,
                        dated as of April 1, 2006 was filed before the
                        Respondent vide letter dated 14.12.2009.


6.      On 24.12.2009, the proceedings u/s 143 (3) of the Income Tax Act
were concluded and the assessment was framed. The Assessing Officer
came to the conclusion that only 10% of the total advertisement and
distribution revenue earned in India was taxable in India. In the detailed
assessment order, specific reference is made to the notes to computation of





WP(C) 1874/2013 & WP(C)1984/2014                                           Page 5 of 17
income tax filed during the course of assessment proceedings.               The
Assessing Officer in the assessment order has referred to the mutual
agreement to avoid double taxation under Article 27 of India/USA DTAA
for the assessment years 2001-2002 to 2004-2005 and the fact that
subsequently for the assessment year 2005-06, assessment was concluded
following the MAP resolution. The Assessing Officer in the assessment
order has specifically recorded that since the facts of the year under
consideration remain the same, therefore, following the agreement reached
by the respective competent authorities in the earlier years, the tax was
computed at 10% as per the MAP resolutions.

7.      On 27.03.2012 notice under Section 147/148 was issued, within the
period of four years and the said notice was served on 30.03.2012. The
reasons recorded for re-opening of assessment were as under:-

                "The assessment in this case of M/s Turner
                Entertainment network Asia Inc., a foreign company for
                the assessment year 2007-08 was completed u/s 143(3)
                in December, 2009 determining the income of Rs.
                12,40,99,555/-. Form the perusal of Assessment records
                it is observed that the income of the assessee from
                advertisement and distribution revenue was taxed by
                taking only 10% of the revenue as the net profit
                chargeable to tax in India as per the MAP resolution for
                the A.Y. 2001-02 and A.Y. 2004-05. Even the ITO-TDS
                u/s 195 of the I.T.Act has held that there receipts are
                taxable as royalty and also as per article 12(3) of the

WP(C) 1874/2013 & WP(C)1984/2014                                      Page 6 of 17
                DTAA with USA, tax is deductible at 10%. As the MAP
                Resolution was only for A.Y. 2001-02 to 2004-05 and
                the revenue was accruing the assessee in A.Y. 2007-08
                in pursuance of the agreement, which is effective from
                01.04.2006, it should have been offered and taxed at
                10% as per section 115A of the I. T. Act, 1961. Thus, the
                assessee has chargeable income, in excess of 1 lakh
                rupees, which has escaped assessment.
                In view of the above, I have reasons to believe that the
                income chargeable to tax the escaped assessment within
                the meaning of section 147/148.
                                                        (Mazhar Akram)

                                     Deputy Director of Income Tax Cir-
                                        2(2) Intl. Taxation New Delhi"


8.      On 14.05.2012, the petitioner filed objections to the reasons. By order
dated 22.02.2013, the objections have been disposed of. The petitioner has
thus impugned the notice under Section 148 as well as the order disposing of
the objections in this petition.

WP(C) 1984/2014 (Assessment Year 2008-09)

9.      On 05.03.2010, the petitioner filed its return of income declaring an
income of Rs. 11,17,78,295/-.

10.     On 25.08.2010, notice under Section 143 (2) of the Act was issued by
the respondent asking the petitioner to produce documents, accounts and any

WP(C) 1874/2013 & WP(C)1984/2014                                       Page 7 of 17
other evidence on which the petitioner relied in support of the return of
income.

11.     On 22.10.2010, the petitioner filed the computation of income
alongwith notes to computation disclosing the income from advertisements
and distribution alongwith its tax treatment both in the notes as well as in the
computation. The petitioner by letter dated 3.12.2010 furnished the India
Specific Revenue Statement and by letter dated 15.12.2010 submitted a copy
of the distribution and advertisement sales agreement effective April 01,
2006 with the department.

12.     On consideration of the material filed during the assessment
proceedings, the Assessing Officer framed the assessment on 20.12.2010
concluding and holding that 10% of the total advertisement and distribution
revenue received from India was taxable in India. The Assessing Officer in
the Assessment Order has specifically noted that in case for Assessment
Years 2001-02 to 2004-05, the respective competent authorities of India and
USA have reached a mutual agreement to avoid double taxation under
Article 27 of India/USA DTAA. As per the terms of the mutual agreement,
10% of the advertisement revenues received from Indian Sources during the
relevant previous years by the appellant is deemed to net profit chargeable to
tax in India.



WP(C) 1874/2013 & WP(C)1984/2014                                       Page 8 of 17
13.     Subsequently for assessment years 2005-06, 2006-07 and 2007-08
(WP(C) 1784/2013), assessments were concluded following the afore-
mentioned MAP resolution. Further, the Assessing Officer has noted that
since the facts of the year under consideration remain the same as for
assessment year 2007-08, therefore, following the agreement reached by the
respective competent authorities in the earlier years, the returned income was
being assessed. The advertisement revenues received were assessed at 10%.

14.     On 28.03.2013, notice was issued by the respondents under Section
147/148 seeking to reopen assessment concluded under Section 143 (3). The
reasons recorded for reopening as supplied to the petitioner are as under:-
                "The assessment of M/s Turner Entertainment Network
                Asia Inc. for the assessment year 2008-09 was completed
                under section 143 (3) of the Income Tax Act, 1961. In
                December 2010, determining the income at Rs.
                11,17,78,295/- The income of the assessee from the
                advertisement & distribution revenue was taxed by taking
                only 10% of the revenue as the net profit chargeable to
                tax in India as per the MAP resolution for the assessment
                years 2001-02 and 2004-05. During the course of perusal
                of records, it is revealed that the MAP resolution was
                application only for assessment years 2001-02 & 2004-
                05, and the current revenue was accruing to the assessee
                in assessment year 2008-09 (FY 2007-08) in pursuance
                of the agreement, which is effective from 01.04.2006.
                Hence, it would have been taxed at the rate of 10% on
                gross basis as per the provisions of section 115A of the
                Income Tax Act, 1961,

WP(C) 1874/2013 & WP(C)1984/2014                                       Page 9 of 17
                In view of the above, I have reason to believe that the
                income chargeable to tax has escaped has assessment
                within the meanings of section 147/148 of the Act, 1961.

                                                         (Mazhar Akram)
                                          Deputy Director of Income Tax
                                     Circ 2(2) Intl. Taxation, New Delhi"
15.     On 30.1.2014, the petitioner filed its objections against the notice
seeking to reopen the assessment.        By the order dated 20.02.2014, the
objections have been disposed of. The petitioner in the present petition has
impugned the notice under Section 147/148 seeking to re-open the
assessment and the order dated 20.02.2014 disposing of the objections filed
by the petitioner.

Discussion

16.     Perusal of the assessment orders in both the petitions clearly show that
an opinion was formed by the Assessing Officer that taxation of
advertisement and distribution revenue was to be governed by MAP
resolution and the competent authorities of USA and India had agreed to an
attribution of 10% of the total revenue generated from the said distribution
and advertisement sales agreement. The same was agreed to be treated as
business income.




WP(C) 1874/2013 & WP(C)1984/2014                                      Page 10 of 17
17.     A detailed questionnaire had been issued to the petitioner, which was
duly replied to. As many as 38 queries had been raised and a detailed reply
alongwith all annexures and supporting documents were furnished by the
petitioner in response to the queries raised. The copies of the relevant
agreements, the generation of income and the tax treatment given by the
petitioner to the said income was duly disclosed to the assessing officer. The
material based on which the reopening has been sought to be done by the
department was available before the assessing officer at the time of the
framing of the assessment under Section 143. Not only was the same before
the Assessing Officer, the Assessing Officer has referred to the same in the
Assessment Year and taken note of the same.

18.     In Commissioner of Income Tax Versus Usha International Ltd.
348 ITR 485 (Del.) (FB), Full Bench of Court laid down the following
propositions of law:
                (i)     The expression 'change of opinion' postulates
                        formation of opinion and then a change thereof. In
                        the context of section 147, it implies that the
                        Assessing Officer should have formed an opinion
                        at the first instance, i.e., in the proceedings under
                        section 143(3) and now by initiation of the
                        reassessment proceeding, the Assessing Officer
                        proposes or wants to take a different view.

                (ii)    Reassessment proceedings will be invalid in case
                        the assessment order itself records that the issue

WP(C) 1874/2013 & WP(C)1984/2014                                          Page 11 of 17
                        was raised and is decided in favour of the assessee.
                        Reassessment proceedings in the said cases will be
                        hit by principle of 'change of opinion'.

                (iii)   Reassessment proceedings will be invalid in case
                        an issue or query is raised and answered by the
                        assessee in original assessment proceedings but
                        thereafter the Assessing Officer does not make any
                        addition in the assessment order. In such
                        situations, it should be accepted that the issue was
                        examined but the Assessing Officer did not find
                        any ground or reason to make addition or reject the
                        stand of the assessee. He forms an opinion. The
                        reassessment will be invalid because the Assessing
                        Officer, had formed an opinion in the original
                        assessment, whether or not he had recorded his
                        reasons in the assessment order."


19.      In   Jindal Photo Films Ltd. Versus Deputy Commissioner of
Income-tax (1999) 234 ITR 170 (Del) a division bench of this court held as
under:
                14. Calcutta Discount Co. Ltd. v. ITO [1961] 41 ITR
                191 (SC) is the leading authority which still holds the
                field. It is well-settled that while submitting to the
                jurisdiction of an Assessing Officer, it is the duty of the
                assessee to disclose all the primary facts (in
                contradistinction with inferential facts) which have a
                bearing on the liability of the income earned by the
                assessee being subjected to tax. It is for the Assessing
                Officer to draw inferences from the facts and apply the
                law determining the liability of the assessee. The law

WP(C) 1874/2013 & WP(C)1984/2014                                         Page 12 of 17
                does not require the assessee to state the conclusions that
                can reasonably be drawn from the primary facts. Once
                that is done and assessment order framed, the Assessing
                Officer cannot at a later point of time merely on forming
                an opinion, by giving a second thought to the primary
                facts disclosed by the assessee, arrive at a finding that he
                had committed an error in computing the taxable income
                of the assessee and reopen the assessment by resort to
                section 147. Discovery of new and important matters or
                knowledge of fresh facts which were not present at the
                time of original assessment Would constitute a ,,reason to
                believe the income has escaped assessment within the
                meaning of section 147. Here also such facts which could
                have been discovered by the assessing authority but were
                not so discovered at the time of original assessment may
                not constitute a new information. ­ Phool Chand Bajrang
                Lal v. ITO [1993] 203 ITR 456, 477 (SC), A.L.A. Firm
                v. CIT [1991] 189 ITR 285, 298/ 55 Taxman 497 (SC),
                Indian & Eastern Newspaper Society v. CIT [1979] 119
                ITR 996, 1004 (SC), ITO v. Lakshmani Mewal Das
                [1976] 103 ITR 437, 445 (SC), CIT V. Bhanji Lavji
                [1971] 79 ITR 582, 588 (SC).

                15. In Kalyanji Mavji & Co. v. CIT West Bengal II
                [1976] 102 ITR 287 (SC), one of the points decided was
                that where in the original assessment, the income liable
                to tax had escaped assessment due to oversight,
                inadvertence or a mistake committed by the ITO, the
                assessment can be reopened. It was a decision by a Bench
                of two Honourable Judges. At least on two occasions,
                Benches of three Honourable Judges have clarified that
                Kalyanji Mavji & Co.s case (supra) cannot be taken to
                have overridden the consistently laid down law. Where

WP(C) 1874/2013 & WP(C)1984/2014                                         Page 13 of 17
                the ITO (very often successor officer) attempts to reopen
                the assessment because the opinion formed earlier by
                himself (or more often, by a predecessor ITO), was in his
                opinion incorrect, judicial decisions have consistently
                held that this could not be done. ­ Indian Eastern
                Newspaper Societys case (supra) and A.L.A. firms case
                (supra).
                16. The power to reopen an assessment was conferred
                by the Legislature but not with the intention to enable the
                ITO to reopen the final decision made against the
                revenue in respect of questions that directly arose for
                decision in earlier proceedings. If that were not the legal
                position, it would result in placing an unrestricted power
                of review in the hands of the assessing authorities
                depending on their changing moods ­ CIT v. Rao
                Thakur Narayan Singh [1965] 56 ITR 234 , 239(SC).

                17. In Phool Chand Bajrang Lal. v. ITO [1993] 203
                ITR 456 (SC), their Lordships have held while
                interpreting section 147 as it stood in the assessment year
                1963-64:-
                        ". . . An Income-tax Officer acquires jurisdiction to
                        reopen an assessment under section 147(a) read
                        with section 148 of the Income-tax Act, 1961, only
                        if on the basis of specific, reliable and relevant
                        information     coming      to    his     possession
                        subsequently, he has reasons, which he must
                        record, to believe that, by reason of omission or
                        failure on the part of the assessee to make a true
                        and full disclosure of all material facts necessary
                        for his assessment during the concluded
                        assessment proceedings, any part of his income,




WP(C) 1874/2013 & WP(C)1984/2014                                          Page 14 of 17
                        profits or gains chargeable to income-tax has
                        escaped assessment. He may start reassessment
                        proceedings either because some fresh facts had
                        come to light which were not previously disclosed
                        or some information with regard to the facts
                        previously disclosed comes into his possession
                        which tends to expose the untruthfulness of those
                        facts. In such situations, it is not a case of mere
                        change of opinion or the drawing of a different
                        inference from the same facts as were earlier
                        available but acting on fresh information. Since the
                        belief is that of the Income-tax Officer, the
                        sufficiency of reasons for forming the belief is not
                        for the Court to judge but it is open to an assessee
                        to establish that there in fact existed no belief or
                        that the belief was not a bona fide one or was
                        based on vague, irrelevant and non-specific
                        information. To that limited extent, the Court may
                        look into the conclusion arrived at by the Income-
                        tax Officer and examine whether there was any
                        material available on the record from which the
                        requisite belief could be formed by the Income-tax
                        Officer and further whether that material had any
                        rational connection or a live link for the formation
                        of the requisite belief. . . ." (p. 477)
                18. Following the settled trend of judicial opinion and
                the law laid down by their Lordships of the Supreme
                Court time and again, different High Courts of the
                country have taken the view that if an expenditure or a
                deduction was wrongly allowed while computing the
                taxable income of the assessee, the same could not be
                brought to tax by reopening the assessment merely on

WP(C) 1874/2013 & WP(C)1984/2014                                         Page 15 of 17
                account of subsequently the assessing officer forming an
                opinion that earlier he had erred in allowing the
                expenditure or the deduction - Siesta Steel Construction
                (P.) Ltd. v. K.K. Shikare [1985] 154 ITR 547 (Bom.),
                Satpal Automobile Co. v. ITO [1983] 141 ITR 450 (All.),
                Gopal Films v. ITO [1983] 139 ITR 566 (Kar.), CWT v.
                Manilal C. Desai [1973] 91 ITR 135 (MP).
                                                   (underlining supplied)


20.     On applying, the above principles to the facts of the present case and
on perusal of the reasons we find that no fresh information or material has
been referred to in the reasons recorded for seeking to reopen the
assessment. The material that is referred to is the very same material that
was already before the Assessing Officer at the time of framing of the
assessment under Section 143 (3) of the Act and even the reasons record that
,,from the perusal of the assessment record, it is observed that. This clearly
shows that the assessing officer has sought to re-appreciate the material that
was already there at the time when the assessment was framed under Section
143 (3). Thus, as seen from above, it is clearly a case of change of opinion,
which is clearly not permissible.

21.     In view of the above, we are of the considered opinion that the
assessing officer has merely intended to revisit the concluded assessments
and it is a clear case of change of opinion, which is not permissible in law.
The impugned order dated 22.02.2013 and notice dated 27.03.2012 in

WP(C) 1874/2013 & WP(C)1984/2014                                      Page 16 of 17
WP(C) 1874/2013 and the impugned order dated 20.02.2014 and the notice
dated 28.03.2013 in WP(C) 1984/2014 are set aside and the proceedings
initiated pursuant thereto to are hereby quashed.

22.     In view of the above, the writ petitions are allowed, leaving the parties
to bear their own costs.



                                                    SANJEEV SACHDEVA, J


                                               BADAR DURREZ AHMED, J


October 08 , 2015
sk




WP(C) 1874/2013 & WP(C)1984/2014                                       Page 17 of 17

 
 
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