Wakilii

Apony Uganda Limited v Uganda Revenue Authority (Application TAT 80 of 2021)

Tribunal · [2023] UGTAT 7 · 2023 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application challenging tax assessment issued by Uganda Revenue Authority
Decision
Application dismissed; applicant liable to pay the assessed tax of Shs. 641,012,201

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Tax Appeals Tribunal held that Aponye Uganda Limited is a member of a group with common underlying ownership and therefore its deductible interest expense is limited to 30% of EBITDA under section 25(3) of the Income Tax Act. The Tribunal rejected the applicant's interpretation that 'trusts by an individual' is an indivisible term, holding instead that 'trusts' should be read separately as one of the interposed entities through which underlying ownership may be held. The application was dismissed with costs.

Outcome

Application dismissed; applicant liable to pay the assessed tax of Shs. 641,012,201

Facts

Aponye Uganda Limited, a company engaged in commodity trading and transport services, obtained loans from several banks and claimed interest expenses of Shs. 3,927,919,280 for the year 2019. In April 2021, Uganda Revenue Authority conducted an audit and issued an assessment of Shs. 641,012,201, determining that the applicant had overstated its interest expense. URA found that the applicant was part of a group of companies with common underlying ownership, including Quality Polybags (U) Ltd, Aponye Transporters Ltd, and Aponye House Ltd, all sharing common shareholders Apollo Nyegamehe and Harold Byamugisha. Under section 25(3) of the Income Tax Act, a taxpayer who is a member of a group may only deduct interest up to 30% of EBITDA. The applicant objected, arguing it was wholly owned by individuals and not a member of any group. URA conducted a search at the Uganda Registration Services Bureau which confirmed common underlying ownership. The applicant's objection was disallowed and it brought this application to the Tax Appeals Tribunal.

Issues

  1. Whether the applicant is liable to pay the tax assessed of Shs. 641,012,201.
  2. Whether the applicant is a member of a group within the meaning of section 25(5)(b) of the Income Tax Act.
  3. Whether the applicant's interest expense deduction should be limited to 30% of EBITDA under section 25(3) of the Income Tax Act.
  4. What is the proper interpretation of 'underlying ownership' under section 2(xxx) of the Income Tax Act.

Orders

  • Application dismissed.
  • Costs awarded to the respondent.

Rules and key headnotes

Tax Law — Interest Deduction — Limitation for Members of a Group — Section 25(3) Income Tax Act
Under section 25(3) of the Income Tax Act, the amount of deductible interest in respect of all debts owed by a taxpayer who is a member of a group, other than a financial institution or person carrying on insurance business, shall not exceed 30% of the tax earnings before interest, tax, depreciation and amortization (EBITDA).
Tax Law — Group of Companies — Definition — Common Underlying Ownership
A 'group' under section 25(5)(b) of the Income Tax Act means persons other than individuals with common underlying ownership. A limited company incorporated in Uganda is not an individual and may therefore be part of a group.
Statutory Interpretation — Underlying Ownership — Interposed Companies, Partnerships or Trusts
The phrase 'interposed companies, partnerships, or trusts' in section 2(xxx) of the Income Tax Act denotes three separate entities through which underlying ownership may be held. The term 'trusts' should be separated from the words 'by an individual' and not read as an indivisible term 'trusts by an individual'.
Statutory Interpretation — Consistent Meaning — Same Phrase in Different Sections
Words or phrases repeatedly used in a statute will be presumed to bear the same meaning throughout the statute unless there is something to show that a different meaning is intended. The phrase 'interposed companies, partnerships, or trusts' used in section 2(xxx) should be interpreted consistently with its use in section 3(2)(h) of the Income Tax Act.
Statutory Interpretation — Avoidance of Absurdity — Anti-Avoidance Provisions
It is the duty of a court to interpret an Act of Parliament so as to avoid absurdity. An interpretation that waters down anti-tax avoidance provisions or leads to an absurd result should be rejected.
Company Law — Shareholding — Common Underlying Ownership — Group of Companies
Companies with common shareholders may constitute a group with common underlying ownership. Where individuals hold shares in multiple companies, those companies may be treated as having common underlying ownership for purposes of determining whether they form a group under the Income Tax Act.

Legislation cited (9)

Cases cited (5)

  • Rukikaire Mathew v Incafex (U) Ltd (Supreme Court Civil Appeal No. 3 of 2015)
  • Rwenzori Bottling Company Ltd v Uganda Revenue Authority (Application TAT 21 of 2021)
  • Cape Brandy Syndicate v the Commissioner of Inland Revenue IRC (1921) KB 64
  • St. Luke's Magic Valley Reg'l Med. Ctr. Ltd v Bd of Cty. Commissioners of Gooding Cty., 149 Idaho 584
  • Mafabi v Uganda (1969) 1 EA 179 (HCU)

Full judgment

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The original judgment as reported. Read the original PDF before relying on any passage.

Apony Uganda Limited v Uganda Revenue Authority (Application TAT 80 of 2021) 2023 UGTAT 7 (13 October 2023)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.