Karnataka High Court Upholds DCF Method: Clarifies Degree of Satisfaction Required for AO to Reject Assessee’s Valuation Method

Introduction

The Karnataka High Court delivered a significant ruling in the Principal Commissioner of Income Tax v. Waterline Hotels Pvt. Ltd.[i]. The High Court examined the scope and application of s. 56(2)(viib) of the Income-tax Act, 1961 (‘Act’), which is an anti-abuse provision aimed at taxing unjustified share premiums received by closely held companies. The case arose from the Revenue’s challenge to the Assessee’s adoption of the Discounted Cash Flow (‘DCF’) method for the valuation of equity shares. The Revenue, through an appeal, sought to set aside the order of the Income Tax Appellate Tribunal, Bengaluru (‘ITAT/Tribunal’), which had deleted the addition made by the Assessing Officer (‘AO’) under s. 56(2)(viib) of the Act.

However, the Court upheld the Tribunal’s order, affirming that the DCF method is one of the statutorily recognised modes of determination of fair market value (‘FMV’) under r. 11UA(2) of the Income-tax Rules, 1962 (‘Rules’). It further emphasised that any rejection of such a valuation method must be based on a reasoned and subjective analysis by the assessing authorities. The judgment reinforces the evidentiary standard required for invoking s. 56(2)(viib) of the Act, especially in cases where the Assessee has submitted a valuation report prepared by professionals based on a legally sanctioned methodology.

Brief Facts

• For assessment year (‘AY’) 2013-14, Waterline Hotels Pvt. Ltd.(‘Assessee’), allotted approximately 2.04 crore equity shares at Rs. 175 per share (comprising Rs. 10 face value + Rs. 165 premium), thereby raising a total share premium of Rs. 33.71 crore.

• The AO questioned the bona fides of the share premium received and invoked s. 56(2)(viib) of the Act, treating the premium amount as taxable income. The AO opined that the Assessee, being in financial distress, could not have commanded a premium of such magnitude and noted the absence of a reliable valuation report.

• In response, the Assessee produced a valuation report issued by a Chartered Accountant (‘CA’) using the DCF method. The said report was based on projected revenues, which were, in turn, supported by a Joint Development Agreement (‘JDA’). However, the AO relied on the statement recorded during a survey from one of the Assessee’s directors, who allegedly stated that no formal valuation report had been obtained at the time of the issuance of shares. This formed the basis for the AO’s rejection of this subsequently submitted valuation report. On appeal before the Commissioner of Income-tax (Appeals) [CIT(A)], the order of the AO was upheld.

• When the matter came up before ITAT, it accepted the valuation report, holding that the Revenue had neither invalidated the methodology adopted by the Assessee nor undertaken any independent assessment of the projections provided thereunder. The Revenue’s contention was that since the Assessee was a loss-making entity during the relevant AY, the share premium lacked commercial justification. It was further argued that the valuation report relied upon by the Assessee lacked credibility and was based on speculative future cash flow projections. However, the Tribunal ruled in favour of the Assessee and deleted the addition made by the AO, stating that the Assessee’s valuation could not be rejected mechanically.

• Dissatisfied with the Tribunal’s findings, the Revenue filed an appeal before the Court, raising substantial questions of law, such as whether the Tribunal erred in relying on the allegedly flawed DCF-based valuation report and whether its findings were perverse in light of the Assessee’s financial position.

Held

The Court dismissed the appeal, upholding the Tribunal’s order and ruling in favour of the Assessee. The key findings of the Court are as follows:

• The Court affirmed that the DCF method is a statutorily recognised valuation method under r. 11UA(2) of the Rules for determining the FMV of shares. The Assessee’s reliance on the valuation report prepared by a CA using the DCF method was found to be compliant with the prescribed legal framework.

• The argument advanced by the Revenue that a loss-making company cannot justify the issuance of shares at a premium was expressly rejected. The Court held that a company’s present financial losses do not invalidate a valuation based on projected future earnings, which forms the core of the DCF approach.

• The AO was found to have rejected the valuation report without undertaking a substantive analysis of its methodology, assumptions, or financial projections. The Court noted that the AO’s rejection was based on a broad and objective analysis of the said report, labelling it as unscientific. Such rejection based on mere objective analysis was held to be insufficient satisfaction.

• Emphasising the statutory scheme under s. 56(2)(viib) of the Act, the Court observed that the AO’s satisfaction must be grounded in a reasoned, subjective, case-specific, and factual assessment of the valuation adopted by the Assessee. A mere objective or blanket disapproval of a valuation report, without seeking clarification or conducting a counter-valuation, was held to fall short of the statutory threshold.

• The Court approved the Tribunal’s approach, which was found to be guided by sound reasoning and relevant precedent, particularly the decision in Town Essential Private Limited v. The Commissioner of Income Tax[ii], wherein it was held that AO is entitled to scrutinise a valuation report and determine fresh valuation, but without changing the method of valuation adopted by the Assessee. 

Our Analysis

This decision offers significant interpretative clarity on the application of s. 56(2)(viib) of the Act, particularly in the context of share valuations based on projected earnings. It affirms that where a valuation report is prepared in accordance with a statutorily recognised method, such as the DCF method under r. 11UA(2) of the Rules, it cannot be disregarded without cogent, reasoned, and evidence-backed findings from the Revenue. The judgment reinforces that the burden lies squarely with the Revenue to rebut such valuation reports with substantive evidence and analysis. Mere reference to historical financial losses, objective doubts, or survey statements without corroborative material cannot form the basis for invoking anti-abuse provisions under s. 56(2)(viib).

Notably, the Court has implicitly validated the use of future cash flow projections in share valuation under the DCF method, particularly when such forecasts are grounded in contractual business arrangements, such as JDAs that provide a rational basis for expected revenues. This recognition is especially relevant for closely held companies and startups, where present earnings may not reflect long-term business potential.

For taxpayers, the ruling provides reassurance that DCF-based valuations will receive judicial protection, even in the face of present-day financial losses. The choice of valuation method to determine the FMV of shares lies with the Assessee, and the Revenue’s area of examination is confined to the method so adopted. It is well-settled that the Revenue has no authority to challenge the Assessee’s choice of valuation method or draw adverse inferences by substituting an alternative method. Their power is confined to scrutinising the Assessee’s valuation report and determining a fresh valuation solely by assessing the correctness of the method of valuation employed by the Assessee.

Conversely, the decision once again serves as a reminder to Revenue authorities that invoking anti-abuse provisions casually or without due process and an alternative valuation framework will not withstand appellate or judicial scrutiny.

End Notes

[i] [2025] 172 taxmann.com 820 (Karnataka).

[ii] 2021] 130 taxmann.com 263 (Bangalore - Trib.).

Authored by Dhruv Goel at Metalegal Advocates. The views expressed are personal and do not constitute legal opinions.