Premium on Redemption of Debentures: Introduction
Debentures are a common method for companies to raise debt, but there remains ambiguity regarding the taxation of certain income earned from them.
One such issue is the taxation of the premium received on the redemption of debentures. This ambiguity arises because a taxable transfer under the Income-tax Act, 1961 (IT Act) includes the relinquishment of an asset or the extinguishment of any rights therein.
Taxpayers argue that redemption premiums should be taxed as capital gains since they are payments received upon the extinguishment of a capital asset (i.e., debentures).
However, the term ‘interest’ is broadly defined to include any income earned from borrowed money or incurred debt. Consequently, it may be argued that redemption premiums, being income from a debt instrument, should be taxed as interest income.
Recently, the Mumbai Income Tax Appellate Tribunal (ITAT) in Khushaal C. Thackersey v. Assistant Commissioner of Income-tax adjudicated on this issue, holding that the premium received upon redemption of Non-Convertible Debentures (NCDs) is not capital gains but interest, taxable under the head “income from other sources.”
Brief Facts of the Case
In this case, the taxpayer, an Indian tax resident, purchased NCDs issued by an Indian company from nationalized banks.
These NCDs offered a 0% interest rate but were redeemable at a premium. Upon maturity, the taxpayer received the face value plus the premium from the company.
The taxpayer computed long-term capital gains by subtracting the cost of acquisition from the maturity proceeds, aiming to benefit from the favorable 20% tax rate (plus surcharge and cess) available for long-term capital gains, compared to interest, which is taxed at rates up to 30% (plus surcharge and cess).
The taxpayer also attempted to claim an exemption on the capital gains earned.
Upon assessment, the tax officer determined that the gain received on redemption of NCDs was interest income, assessable under “income from other sources,” and recomputed the tax liability.
This decision was upheld by the first appellate authority under the IT Act.
The taxpayer appealed to the Mumbai ITAT.
The taxpayer’s argument
The taxpayer argued that debentures are ‘capital assets’ and their extinguishment constitutes a taxable transfer under the IT Act.
The taxpayer cited precedents where redemption of preference shares and capital investment bonds were considered “transfers” under the IT Act, qualifying for capital gains treatment.
Additionally, the taxpayer referenced Section 50AA, which deems gains from transfer, redemption, or maturity of Market Linked Debentures (MLD) taxable as capital gains, indicating that redemption of debentures constitutes a taxable transfer.
The tax authorities position
The tax authorities countered that NCDs are debt instruments, and the premium received on redemption is interest income.
They relied on Bennett Coleman & Co. Ltd, where it was held that premium received on redemption of debentures is taxable under “income from other sources.”
The tax authorities also referred to Circular 2/2005, which clarifies that the difference between redemption price and purchase cost of deep discount bonds by intermediate purchasers is taxable as interest or business income.
ITAT Ruling
The Mumbai ITAT ruled in favor of the tax authorities, holding that the premium on redemption of debentures is taxable as interest income. The ITAT observed that the discount on deep discount bonds (DDBs) is similar to the premium paid on the redemption of NCDs, as both are debt instruments, and the discount/premium is determined by applying a specific interest rate.
The ITAT noted that for Market Linked Debentures (MLDs), the interest rate is not determined at issuance, but the return depends on the performance of an underlying market index or instrument, making MLDs materially different from NCDs. Hence, no support could be drawn from Section 50AA in the taxpayer’s argument.
The ITAT further distinguished between debentures and preference shares/capital investment bonds, noting that the latter carry additional rights, such as the right to receive surplus on liquidation, which are absent in debentures. Thus, the cases cited by the taxpayer regarding taxable transfers involving an ‘extinguishment’ were deemed not applicable to the present facts.
The ITAT concluded that the redemption of NCDs at face value by the issuer does not give rise to capital gains but merely constitutes the realization of money advanced by a creditor. Consequently, any premium received is considered interest income.
Implications of the case
This ITAT judgment upholds the principle that the premium received on the redemption of NCDs is generally taxable as interest under the head ‘income from other sources.’
However, it is important to note that the judgment dealt with a specific scenario where NCDs were issued at 0% interest in lieu of an outstanding debt obligation.
Other scenarios, such as a buyback of interest-bearing NCDs before maturity, could be treated differently. In such cases, if the investor relinquishes the right to receive future interest for a one-time payment, it might be considered an ‘extinguishment of rights,’ potentially triggering capital gains tax implications.
Therefore, it is crucial to analyze the impact of this ruling based on the specific facts and relevant tax principles of each case.
Premium on Redemption of Debentures – Conclusion
The ITAT judgment in the Khushaal C. Thackersey case provides valuable clarity on the tax treatment of premium received on NCDs, ruling it as interest income rather than capital gains.
However, the applicability of the principles highlighted will need to be tested against the complexities of individual cases.
Final thoughts
If you have any queries on this article on the taxation of premium on redemption of debentures, or Indian tax matters in general, then please get in touch.