Suzlon Energy Ltd., Ahmedabad V. The DCIT, Circle-4(1)(1), Ahmedabad

CO 101/AHD/2019

• Counselvise Citation: [2021] 108 COUNSELVISE.COM (IT) 9123 (ITAT-AHMEDABAD)
• Duration Of Justice: 1 year(s) 7 month(s) 20 day(s)
• Appeal Type: Cross Objection
• Pronouncement Date: 22-02-2021
• Appeal Filed By: Assessee
• Order Result: Dismissed
• Bench Allotted: B
• Assessment Year: 2015-2016
• Appeal Filed On: 02-07-2019
• Result in Favour of: Revenue
• Court: TRIBUNAL
• Keywords: Transfer pricing; International transaction; Rule of consistency; Earning of tax free income; Question of law
• Section: 11; 143(3); 92B; 14A; 115JB; 201; 144C; 22

Judgement Text

IN THE INCOME TAX APPELLATE TRIBUNAL B BENCH, AHMEDABAD (THROUGH VIRTUAL COURT) BEFORE SHRI WASEEM AHMED, ACCOUNTANT MEMBER & MS. MADHUMITA ROY, JUDICIAL MEMBER I.T.A. NO.2216/AHD/2018 (ASSESSMENT YEAR: 2015-16) DCIT CIRCLE-4(1)(1), AHMEDABAD VS. SUZLON ENERGY LTD. SUZLON-5, SHRIMAIL SOCIETY, NR. SHRI KRISHNA CENTER NAVRANGPURA, AHMEDABAD-380015 & CO NO. 101/AHD/2019 (IN I.T.A. NO. 2216/AHD/2018) (ASSESSMENT YEAR : 2015-16) SUZLON ENERGY LTD. SUZLON-5, SHRIMALI SOCIETY NR. SHRI KRISHNA CENTER, NAVRANGPURA, AHMEDABAD - 380015 VS. DCIT CIRCLE-4(1)(1), AHMEDABAD [PAN NO. AADCS0472N] ( APPELLANT ) .. ( RESPONDENT ) APPELLANT BY : SHRI SUBHAS BINS, CIT D.R. RESPONDENT BY: SHRI TUSHAR HEMANI SR. ADV. & P. B. PARMAR, A.R. DATE OF HEARING : 07 . 01 .20 2 1 DATE OF PRONOUNCEMENT: 22.02.2021 O R D E R PER MS. MADHUMITA ROY JUDICIAL MEMBER: THE INSTANT APPEAL AND THE CROSS OBJECTION FILED B Y THE REVENUE AND ASSESSEE ARE DIRECTED AGAINST THE ORDER PASSED BY THE LD. CI T(A) -8, AHMEDABAD DATED 14.08.2018 ARISING OUT OF THE ORDER DATED 30.03.201 7 PASSED BY THE DCIT CIRCLE- 4(1)(1) AHMEDABAD UNDER SECTION 143(3) R.W.S 144C O F THE INCOME TAX ACT, 1961 - 2 - ITA NO.2216/AHD/2018 AND CO NO.101/AHD/2019 DCIT VS. SUZLON ENERGY LTD. (HEREINAFTER REFERRED TO AS THE ACT) FOR A.Y. 201 5-16. BOTH THE MATTERS ARE HEARD ANALOGOUSLY AND ARE BEING DISPOSED OF BY A COMMON O RDER. (ITA NO. 2216/AHD/2018) FIRST GROUND:- THIS GROUND RELATES TO DELETION OF ADDITION OF RS. 14,62,72,303/- UNDER SECTION 14A OF THE ACT:- 2. THE ABOVE ADDITION WAS MADE BY THE LD. AO UNDER SECTION 14A R.W.R. 8D OF THE RULE WITHOUT CONSIDERING THE FACT THAT NO EXEMP T INCOME WAS EARNED BY THE ASSESSEE DURING THE YEAR UNDER CONSIDERATION AS THE CASE MADE OUT BY THE ASSESSEE BEFORE HIM. IN THIS REGARD, THE LD. SENIOR COUNSEL APPEARING FOR THE ASSESSEE DREW OUR ATTENTION TO PAGES 1 TO 3 OF THE PAPER BOOK BEI NG THE ACKNOWLEDGEMENT OF INCOME TAX RETURN FOR THE YEAR UNDER CONSIDERATION AND THE COMPUTATION OF TOTAL UNDER THE REGULAR PROVISION OF ITA. THE SUBMISSION MADE BY T HE LD. COUNSEL THAT IN THE ABSENCE OF EXEMPT INCOME DISALLOWANCE UNDER SECTION 14A IS UNWARRANTED. HE FURTHER RELIED UPON THE JUDGMENT PASSED BY THE HON BLE JURISDICTIONAL HIGH COURT IN THE CASE OF CIT VS. CORRTECH ENERGY PVT. LTD. 372 I TR 97 (GUJ.) ON THE IDENTICAL ISSUE. THE LD. DR HAS FAILED TO CONTROVERT SUCH SUBMISSION S MADE BY THE LD. AR. 3. WE HAVE HEARD THE RESPECTIVE PARTIES, AND WE HAV E FURTHER CONSIDERED THE JUDGMENT PASSED BY THE HONBLE GUJARAT HIGH COURT I N THE CASE OF CIT VS. CORRTECH ENERGY PVT. LTD. (SUPRA) AND IN VIEW OF THE RATIO L AID DOWN WE FIND NO AMBIGUITY IN DELETING THE ADDITION MADE BY THE LD. CIT(A) UNDER SECTION 14A OF THE ACT, IN THE ABSENCE OF ANY ADMITTED CLAIM FOR EXEMPTION BY THE APPELLANT SO AS TO WARRANT INTERFERENCE. HENCE, THE ORDER IS PASSED IN THE AF FIRMATIVE I.E. IN FAVOUR OF THE ASSESSEE AGAINST THE REVENUE. THIS GROUND OF APPEA L FILED BY THE REVENUE IS, THUS, DISMISSED. - 3 - ITA NO.2216/AHD/2018 AND CO NO.101/AHD/2019 DCIT VS. SUZLON ENERGY LTD. SECOND GROUND:- THE DELETION OF ADDITION OF RS. 14,62,72,303/- MAD E TO THE BOOK PROFIT U/S. 115 JB IN RESPECT OF THE PROVISION OF 14A OF THE A CT:- 4. IT IS A SETTLED PRINCIPLE OF LAW THAT AMOUNT OF DISALLOWANCE UNDER SECTION 14A CANNOT BE ADDED TO THE BOOK PROFIT UNDER SECTION 11 5JB OF THE ACT. THE CASE OF THE ASSESSEE HAS BEEN FURTHER STRENGTH EN, BY THE POSITIVE DECISION MADE IN ASSESSEES OWN CASE BY THE CO-ORDINATE BENC H FOR A.Y. 2011-12; A COPY WHEREOF HAS ALSO BEEN SUBMITTED BEFORE US. THE REL EVANT OBSERVATION MADE BY THE BENCH ON THE IDENTICAL ISSUE IS AS FOLLOWS:- 7. THE LD. CIT(A) DELETED THE ADJUSTMENT OF RS. 15 ,77,90,288/- MADE TO BOOK PROFIT UNDER S. 115JB IN RESPECT OF THE PROVISION OF SEC. 14A OF TH E ACT. THE SHORT POINT INVOLVED IN THIS PARTICULAR MATTER IS AS TO WHETHER THE AMOUNT OF DI SALLOWANCE U/S. 14A CAN BE ADDED TO THE BOOK PROFIT U/S. 115JB. IN APPEAL THE FIRST APPELLATE AUTHORITY ALLOWED THE SAME FOLLOWING THE DECISION PASSED BY HIS PREDECESSOR FOR THE EARLIER YEARS I.E . A.YS. 2009-10 AND 2011-12 IN ASSESSEES OWN CASE. IT IS RELEVANT TO MENTION THAT THE LD. CIT(A ) ALSO RELIED UPON THE RATIO LAID DOWN IN THE MATTER OF RELIANCE PETROPRODUCTS PVT. LTD. VS. ACIT IN ITA NO. 2324/AHD/2009 WHERE THE HONBLE COURT WAS PLEASED TO AGREE WITH THE APPELLA NT THAT NO POSITIVE ENHANCEMENT TO THE BOOK PROFIT IS JUSTIFIED AND DELETED SUCH ADDITION MADE BY THE LD. AO. 8. AT THE TIME OF HEARING OF THE APPEAL, THE ORDER PASSED IN ASSESSEES OWN CASE BY THE COORDINATE BENCH HAS ALSO BEEN HANDED OVER TO US BY THE LD. AR. THE CONTENTION OF THE LD. AR HAS NOT BEEN CONTROVERTED BY THE LD. DR. 9. HEARD THE PARTIES AND PERUSED THE RELEVANT MATER IALS AVAILABLE ON RECORD. WE FIND THAT WHILE HOLDING THAT AMOUNT OF SUCH DISALLOWANCE UNDE R S. 14A CANNOT BE ADDED TO THE BOOK PROFIT U/S. 115JB, THE COORDINATE BENCH OBSERVED AS FOLLOW S:- 12. GROUND NO. 3 RELATES TO THE DELETION OF THE PO SITIVE ADJUSTMENT U/S. 14A WHILE DETERMINING BOOK PROFIT U/S. 115JB OF THE ACT . 13. WHILE DECIDING THE APPEAL FOR A.Y. 2009-10, THE TRIBUNAL HAS CONSIDERED THIS ISSUE AT PARA 38 WHILE DECIDING GROUND NO. 7 O F REVENUES APPEAL WHEREIN THE COORDINATE BENCH HAS DECIDED THE ISSUE IN FAVOU R OF THE ASSESSEE BY DRAWING SUPPORT FROM THE DECISION OF THE HONBLE HIGH COURT OF GUJARAT IN THE CASE OF ALEMBIC LTD. IN ITA NO. 1249 OF 2014. 14. AS NO DISTINGUISHING DECISION HAS BEEN BROUGHT ON RECORD IN FAVOUR OF THE REVENUE. RESPECTFULLY FOLLOWING THE FINDINGS O F THE COORDINATE BENCH, WE DECLINE TO INTERFERE. GROUND NO. 3 IS ALSO DISMISS ED. 15. IN THE RESULT, THE APPEAL FILED BY THE REVENUE IS DISMISSED. - 4 - ITA NO.2216/AHD/2018 AND CO NO.101/AHD/2019 DCIT VS. SUZLON ENERGY LTD. 10. RESPECTFULLY RELYING UPON THE SAME WE FIND NO R EASON TO INTERFERE IN THE ORDER OF THE LD. CIT(A). HENCE, THE SAME IS CONFIRMED. DEPARTMENT S APPEAL IS FOUND TO BE DEVOID OF ANY MERIT, AND THUS DISMISSED. 11. IN THE RESULT, DEPARTMENTS APPEAL IS DISMISSED . HENCE, WE FIND NO AMBIGUITY IN MAKING SUCH DECISIO N BY THE LD. CIT(A) IN DELETING THE ADDITION MADE BY THE LD. A.O. HENCE, WITH THE ABOVE OBSERVATION WE DISMISS THIS GROUND OF APPEAL PREFERRED BY THE REVE NUE. GROUND NO. 3:- 5. THE REVENUE HAS CHALLENGED THE DELETION OF ADDIT ION OF UPWARD ADJUSTMENT OF RS. 1,71,75,000/- MADE BY THE TRANSFER PRICING OFFI CER UNDER SECTION 92CA(I) OF THE ACT WHILE DETERMINING ARMS LENGTH PRICE ON THE COR PORATE GUARANTEE ON THE AVERAGE VALUE OF LOANS PROVIDED BY THE ASSESSEE TO ITS ASSESSEE ENTERPRISES. THE CASE OF THE ASSESSEE IS THIS THAT ISSUANCE OF CORPORATE GUARANTEE BY THE ASSESSEE ON BEHALF OF ITS SUBSIDIARY COMPANY IS IN THE NATURE OF QUASI-CAPITAL OR SHAREHOLDER ACTIVITY AND NOT IN THE NATURE OF PROVI SION OF SERVICE AND, THEREFORE, THE SAID TRANSACTION IS TO BE EXCLUDED FROM THIS SCOPE OF INTERNATIONAL TRANSACTION UNDER SECTION 92B OF THE ACT. A COPY OF THE SAID ORDER H AS ALSO BEEN HANDED OVER TO US. THE IDENTICAL ISSUE IN ASSESSEES OWN CASE HAS BEEN DECIDED BY THE CO-ORDINATE BENCH IN FAVOUR OF THE ASSESSEE FOR A.Y. 2011-12. WHILE DEALING WITH THE ISSUE THE LD. BENCH HAS BEEN PLEASED TO OBSERVE AS FOLLOWS:- 3. THE FIRST GROUND RELATES TO THE UPWARD ADJUSTME NT WHILE DETERMINING ARMS LENGTHS PRICE UNDER THE TRANSFER PRICING PROVISION. SUCH ADJUSTM ENT WAS MADE WITH RESPECT TO CORPORATE GUARANTEE PROVIDED BY THE ASSESSEE TO ITS ASSOCIAT E ENTERPRISES. IT IS THE CASE OF THE ASSESSEE THAT SUCH CORPORATE GUARANTEE BY THE ASSESSEE HAS B EEN ISSUED ON BEHALF OF ITS SUBSIDIARY COMPANY IS IN THE NATURE OF QUASHI-CAPITAL OR SHARE HOLDER ACTIVITY AND NOT IN THE NATURE OF PROVISION OF SERVICE AND, THEREFORE, THE SAID TRA NSACTION IS TO BE EXCLUDED FROM THE SCOPE OF INTERNATIONAL TRANSACTION. IT HAS BEEN PLACED BY THE LD. AR FOR THE ASSESSEE AT THE TIME OF THE HEARING AS WELL AS BEFORE THE AUTHORITIES BELOW THA T IN ASSESSEES OWN CASE OF A.Y. 2010-11 THE COORDINATE BENCH HAS BEEN PLEASED TO DELETE THE TRA NSFER PRICING ADJUSTMENT MADE IN RESPECT OF CORPORATE GUARANTEE. COPY OF THE SAID JUDGMENT HA S ALSO BEEN SUBMITTED BEFORE US BY THE LD. AR. HOWEVER, LD. DR FAILED TO CONTROVERT SUCH CON TENTION OF THE LD. AR. - 5 - ITA NO.2216/AHD/2018 AND CO NO.101/AHD/2019 DCIT VS. SUZLON ENERGY LTD. 4. HEARD THE RESPECTIVE PARTIES, PERUSED THE RELEVA NT MATERIALS AVAILABLE ON RECORD. IT APPEARS THAT LD. CIT(A) FOLLOWED THE ORDER PASSED B Y HIS PREDECESSOR. FURTHER THAT THE LD. TRIBUNAL WHILE DEALING WITH THE ISSUE IN ITA NO. 27 91/AHD/2014 IN FAVOUR OF THE ASSESSEE IN REVENUES APPEAL DISCUSSED AS FOLLOWS:- 7. SIMILARLY, THE TP ADJUSTMENT ON ACCOUNT OF CORP ORATE GUARANTEE FOR WORKING CAPITAL AND CORPORATE GUARANTEE FOR FINANCING AND O THER ARRANGEMENTS WAS CONSIDERED BY THE TRIBUNAL AT PARA 24 OF ITS ORDER. THE RELEV ANT FINDING READ AS UNDER:- 24. WE ARE IN RESPECTFUL AGREEMENT WITH THE VIEWS SO EXPRESSED BY THE COORDINATE BENCH. HAVING SAID THAT, WE MAY ADD THA T WHILE IT IS TRUE THAT AN APPEAL AGAINST THE SAID ORDER, ON THE SAME ISSUE, I S ADMITTED BY HONBLE JURISDICTIONAL HIGH COURT BUT THEN IT IS NOT, AND I T CANNOT BE, ANYBODYS CASE THAT MERE ADMISSION OF APPEAL CAN VITIATE BINDING N ATURE OF THIS JUDICIAL PRECEDENT. IN ANY CASE, WHATEVER WE HOLD IS, AND S HALL ALWAYS REMAIN, SUBJECT TO WHATEVER HONBLE JURISDICTIONAL HIGH COURT HAS T O HOLD ON THE ISSUE, AND HONBLE HIGH COURT, THOUGH IN THE CASE OF ANOTHER A SSESSEE I.E. MICRO INK (SUPRA) IS ALREADY SEIZED OF THE MATTER. RESPECTFU LLY FOLLOWING THE VIEWS EXPRESSED BY THE COORDINATE BENCH, WE HOLD THAT THE ASSESSEE EXTENDING CORPORATE GUARANTEES TO ITS AES, PARTICULARLY ON TH E FACTS AND IN THE CIRCUMSTANCES OF THIS CASE AND WHEN THE ASSESSEE HA S DONE SO IN THE COURSE OF ITS STEWARDSHIP ACTIVITIES FOR ITS SUBSIDIARIES, DO ES NOT CONSTITUTE AN INTERNATIONAL TRANSACTION, AND, AS SUCH, NO ALP ADJ USTMENT CAN BE MADE IN RESPECT OF THE SAME. ACCORDINGLY, ENTIRE ALP ADJUS T STANDS DELETED. AS FOR THE QUANTUM OF THIS ADJUSTMENT, WHICH IS MAINLY THE SUB JECT MATTER OF GRIEVANCE RAISED IN REVENUES APPEAL, ONCE THE ENTIRE ALP ADJ USTMENT STANDS DELETED, THAT ASPECT OF THE MATTER IS WHOLLY ACADEMIC AND DOES NO T CALL FOR ANY ADJUDICATION BY US. 25. GROUND NO. 3 IN THE ASSESSING OFFICERS APPEAL IS THUS DISMISSED AS INFRUCTUOUS, AND GROUNDS NOS. 4,5,6, AND 7 IN THE A SSESSEES APPEAL ARE THUS ALLOWED IN THE TERMS INDICATED ABOVE. 26. WE SEE NO REASONS TO TAKE ANY OTHER VIEW OF TH E MATTER THAT THE VIEW SO TAKE, BY THE COORDINATE BENCH, FOR THE IMMEDIATELY PRECEDING ASSESSMENT YEAR. WE, THEREFORE, UPHOLD THE GRIEVANCES OF THE ASSESSE E AND DELETE THE IMPUGNED ALP ADJUSTMENTS. 27. AS WE HAVE HELD THAT NO SUCH ALP ADJUSTMENT IS PERMISSIBLE, GRIEVANCES RAISED BY THE ASSESSING OFFICER, WITH RESPECT TO QU ANTIFICATION OF ALP ADJUSTMENT, ARE DISMISSED AS INFRUCTUOUS. 28. AS WE PART WITH THE MATTER, WE MAY ADD THAT A SUBSTANTIAL QUESTION OF LAW ON THIS ISSUE, IN THE CASE OF MICRO INK LIMITED T HE DECISION FOLLOWED BY US IN COMING TO OUR AFORESAID CONCLUSIONS, HAS BEEN ADMIT TED BY HONBLE JURISDICTIONAL HIGH COURT AND THE ISSUE IS THUS PEN DING FOR ADJUDICATION BY THEIR LORDSHIPS. IN THIS VIEW OF THE FACTUAL POSIT ION, EVEN BY DECIDING THIS APPEAL IN FAVOUR OF THE ASSESSEE, IT IS NOTHING MOR E THAN SHIFTING OF JUDICIAL FORUM BEFORE WHICH THE MATTER IS NOW TO BE AGITATED . WE HAVE, THEREFORE, - 6 - ITA NO.2216/AHD/2018 AND CO NO.101/AHD/2019 DCIT VS. SUZLON ENERGY LTD. REFRAINED FROM DEALING WITH ELABORATE ARGUMENTS OF THE PARTIES ON MERITS AT THIS STAGE. 29. IN THE RESULT, AND SUBJECT TO THE ABOVE OBSERV ATIONS, THE APPEAL OF THE ASSESSEE IS ALLOWED. 8. RESPECTFULLY FOLLOWING THE SAME, WE CONFIRM THE FINDINGS OF THE FIRST APPELLATE AUTHORITY. 5. RESPECTFULLY FOLLOWING THE SAME WE FIND NO INFIR MITY IN THE IMPUGNED ORDER PASSED BY THE APPELLATE AUTHORITY SO AS TO WARRANT INTERFERENCE. IN THAT VIEW OF THE MATTER WE CONFIRM THE SAME. 6. IN THE RESULT, REVENUES APPEAL IS DISMISSED . 6. FURTHER THAT IT WAS SUBMITTED BY THE LD. SENIOR COUNSEL APPEARING FOR THE ASSESSEE THAT THE ISSUE IS SQUARELY COVERED AND THE APPELLANTS OWN CASE IN FAVOUR OF THE APPELLANT BY THE JUDGMENT AND ORDER PASSED BY T HE CO-ORDINATE BENCH FOR A.Y. 2008-09, 2009-10 AND 2010-11. APPLYING THE RULE OF CONSISTENCY THE LD. CIT(A) HAS ALLOWED THE ISSUE IN FAVOUR OF THE ASSESSEE BY DELE TING THE SAID ADJUSTMENT OF RS. 1,71,75,000/-. HAVING REGARD TO THE FACTS AND CIRC UMSTANCES OF THE CASE WE FIND NO REASON TO DEVIATE FROM SUCH STAND TAKEN BY THE ITAT IN DECIDING THE MATTER IN FAVOUR OF THE ASSESSEE FOR A.Y. 2011-12 AND RESPECTFULLY R ELYING UPON THE SAME WE FIND NO MERIT IN THIS GROUND PREFERRED BY REVENUE AND, THER EFORE, WE DISMISS THE SAME. C.O. NO. 101/AHD/2019(ASSESSEES APPEAL):- 7. THE CROSS OBJECTION FILED BY THE ASSESSEE IS DIR ECTED AGAINST THE ORDER PASSED BY THE LD. CIT(A) IN DISALLOWING OF RS. 6,94,23,796 /- IN RESPECT OF EMPLOYEES CONTRIBUTION TO PF AND ESI SINCE ASSESSEE FAILED TO DEPOSIT SUCH SUM WITHIN THE PRESCRIBED DUE DATE IN TERMS OF THE CONCERNED RULE. THE LD. SENIOR COUNSEL APPEARING FOR THE ASSESSEE WITH ALL HIS FAIRNESS SUBMITTED TH AT THE ISSUE HAS BEEN DECIDED AGAINST THE ASSESSEE IN VIEW OF THE JUDGMENT PASSED BY THE JURISDICTIONAL HIGH COURT IN THE CASE CIT VS. GUJARAT STATE ROAD TRANSPORT CORPORATI ON, REPORTED IN (2014) 41 TAXMANN.COM 100 (GUJ.). WE, THEREFORE, FIND NO REA SON TO ENTERTAIN THIS PARTICULAR - 7 - ITA NO.2216/AHD/2018 AND CO NO.101/AHD/2019 DCIT VS. SUZLON ENERGY LTD. GROUND PREFERRED BY THE ASSESSEE IN THE CROSS OBJEC TION. HENCE, THE SAME IS HEREBY DISMISSED. 8. IN THE COMBINED RESULTS, BOTH REVENUES APPEAL A ND ASSESSEES C.O. ARE DISMISSED. THIS ORDER PRONOUNCED IN OPEN COURT ON 22/02/2021 SD/- SD/- (WASEEM AHMED) (MS. MADHUMITA ROY ) ACCOUNTANT MEMBER JUDICIAL MEMBER AHMEDABAD; DATED 22/02/2021 TANMAY, SR.PS / COPY OF THE ORDER FORWARDED TO : 1. / THE APPELLANT 2. / THE RESPONDENT. 3. / CONCERNED CIT 4. ) ( / THE CIT(A)- 5. , '#$$ / DR, ITAT, AHMEDABAD 6. %& '( / GUARD FILE. / BY ORDER, //TRUE COPY// / (DY./ASSTT. REGISTRAR) !'# / ITAT, AHMEDABAD 1. DATE OF DICTATION 07.01.2021 2. DATE ON WHICH THE TYPED DRAFT IS PLACED BEFORE THE DICTATING MEMBER 08.01.2021 3. OTHER MEMBER. 4. DATE ON WHICH THE APPROVED DRAFT COMES TO THE SR. P .S./P.S 11.01.2021 5. DATE ON WHICH THE FAIR ORDER IS PLACED BEFORE THE D ICTATING MEMBER FOR PRONOUNCEMENT 6. DATE ON WHICH THE FAIR ORDER COMES BACK TO THE SR. P.S./P.S /01/2021 7. DATE ON WHICH THE FILE GOES TO THE BENCH CLERK 22 /02/2021 8. DATE ON WHICH THE FILE GOES TO THE HEAD CLERK ... 9. THE DATE ON WHICH THE FILE GOES TO THE ASSISTANT RE GISTRAR FOR SIGNATURE ON THE ORDER.. 10. DATE OF DESPATCH OF THE ORDER