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AAR allows ITC in ‘sale and buyback’ transactions deeming settlement of mutual debts via book adjustment as a valid consideration

Introduction

 

The Hon’ble Authority of Advance Ruling (AAR), West Bengal, has ruled on the eligibility of Input Tax Credit (‘ITC’) in the case of the 'sale and buyback' business model. The AAR categorically affirmed in the case of Paragon Polymer Products Pvt. Ltd. [27/WBAAR/2023-24][1] that the settlement of mutual debts through book adjustment is a valid form of consideration. Accordingly, the AAR ruled that ITC is deemed admissible in respect of goods purchased from outsourced vendors where corresponding payment is settled through adjustment against the asset created on the initial sale of raw materials to such vendors.

 

Facts of the case


  1. M/s. Paragon Polymer Products Private Limited (‘Assessee’) is engaged in the business of trading footwear in the state of West Bengal under the brand name of ‘Paragon’.

  2. The Assessee intends to manufacture footwear through independent outsource units under the sale and buyback model where the Assessee sells the raw material to outsourced vendors and buys back the manufactured goods from such vendors.

  3. Hence, the business model will involve two distinct supplies. The first supply is to be made by the Assessee to the outsourced vendors and the second supply will be made by the vendors to the Assessee.

  4. The Assessee intends to settle the mutual debts through book adjustments and any net consideration thereafter through bank transfer.

  5. Accordingly, the Assessee submitted the instant application to the AAR to evaluate the acceptability of the settlement in the aforesaid manner and its eligibility to claim ITC under the GST Act, 2017 (‘the Act’).


Assessee’s Contention


  1. The Assessee contends that the definition of ‘consideration’ as per Section 2(31) of the Act, 2017, has an extensive scope, encompassing nearly all forms of payment, with minimal to no exclusions. For instance, a mix of money and the monetary value of goods offered together with it are also regarded as valid forms of consideration.

  2. The Assessee further states that as per Ind AS 32, a financial asset and a financial liability shall be offset and the net amount can be presented in the balance sheet only when the entity currently possesses a legally enforceable right to set off the recognized amounts, and if it intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

  3. On the basis of the above references made, the Assessee thus submits that the payment through books of accounts is a prevalent commercial practice in the market.


Revenue’s Contention


  1. The Officer concerned with the Revenue has refrained from offering any comment regarding the issue in consideration.

                                               

Rulings referred by the AAR in support of its findings:

 

  1. Senco Gold Ltd [2019] (AAR-West Bengal)[2]

 

Issues raised before the AAR


  1. Whether ITC is admissible in case of sale and buyback transactions where payment for the supply is settled through book adjustments?

 

AAR Ruling

 

  1. The AAR observed that the Assessee acts as a supplier while supplying raw materials and raises valid tax invoices, and acts as a recipient for the purchase of finished goods from outsourced vendors.

  2. The AAR further observed that Section 16(1) of the Act entitles a registered person to claim ITC on the supply of inputs and capital goods made to them, subject to specified conditions and restrictions as prescribed, provided they are used or intended to be used in the course or furtherance of their business.

  3. Further reference was drawn to Section 16(2) of the Act which restricts the ITC in case the invoice remains unpaid beyond 180 days from the date of its issuance.

  4. The AAR highlighted that payments entail transferring an asset to the payee to fulfill obligations arising from transactions involving goods, services, or other legal commitments.

  5. The AAR further observes that while money is the primary asset class for such payments, the use of other assets is permissible unless explicitly excluded by law. The payee's acceptance of these alternative assets is crucial for considering them a valid discharge of the obligation.

  6. Additionally, the AAR emphasizes that in the payer's accounting records, the transfer of assets is reported as a reduction in the book value of the transferred asset.

  7. Furthermore, the AAR reiterated that Section 2(31) of the Act defines the term 'consideration' inclusively, thereby expanding the scope and range of payment methods. According to the said definition, the entity making the payment, whether the recipient or any other person, is considered irrelevant. Furthermore, the AAR highlighted that in cases of barter involving goods or services, the activity constitutes both supply and consideration.

  8. Accordingly, on the basis of the above observations, the AAR concluded that settling mutual debts through book adjustment is a valid payment method under the GST Act. Recipients have the flexibility to settle payments with suppliers through book debt adjustments, and the Act does not impose any restrictions in this regard. Hence, the AAR ruled that denying the ITC solely based on the consideration being paid through book adjustment is not justified. Consequently, the Assessee is entitled to claim ITC.


Conclusion


The ruling from the AAR West Bengal emphasizes the extensive scope of 'consideration' within the GST provisions. This ruling provides clarity on the treatment of transactions involving mutual debt settlements, affirming the flexibility of payment methods within the framework of GST regulations. The AAR's conclusion underscores that ITC is permissible even if the actual payment for the purchase is not made and is merely adjusted in the books of accounts.


This article has been co-authored by Priya Khatri (Associate), Ashwini Gundu (Executive), and Pratik Mehta, Manager, Transaction Advisory - Finance & Tax at Constellation Blu.


 

[1] Senco Gold Ltd, [2019] 105 taxmann.com 143 (AAR - West Bengal)

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