ANIL KUMAR NEHRU, MUMBAI V. ADDL CIT CIR 16(2), MUMBAI

ITA 527/MUM/2009

• Counselvise Citation: [2012] 119 COUNSELVISE.COM (IT) 9200 (ITAT-MUMBAI)
• Duration Of Justice: 3 year(s) 11 month(s) 2 day(s)
• Appeal Type: Income Tax Appeal
• Pronouncement Date: 26-12-2012
• Appeal Filed By: Assessee
• Order Result: Partly Allowed
• Bench Allotted: A
• Assessment Year: 2005-2006
• Appeal Filed On: 23-01-2009
• Result in Favour of: Partly Allowed
• Court: TRIBUNAL
• Assessee Lawyers: HARESH G BUCH
• Section: 143(3)

Judgement Text

IN THE INCOME TAX APPELLATE TRIBUNAL MUMBAI BENCHES A, MUMBAI BEFORE SHRI B. R. MITTAL, J.M. AND SHRI SANJAY AROR A, A.M. ITA NOS. : 526 & 527/MUM/2009 ASSESSMENT YEARS: 2004-05 & 2005-06 ANIL KUMAR NEHRU 5B ANANTA, 762 RAJABALLY PATEL ROAD, MUMBAI-400 026 [ PAN NO: AAAPN 9136 G ] VS. ASST. CIT, CIRCLE 16(2), MATRU MANDIR, TARDEO ROAD, MUMBAI - 400 007 (APPELLANT) (RESPONDENT) APPELLANT BY : SHRI HARESH G. BUCH & SHRI HARSH KAPADIA RESPONDENT BY : SHRI MANOJ KUMAR DATE OF HEARING : 14.12.2012 DATE OF PRONOUNCEMENT : 26.12.2012 ORDER PER SANJAY ARORA, AM : THIS IS A SET OF TWO APPEALS BY THE ASSESSEE, I.E., FOR TWO CONSECUTIVE YEARS, BEING ASSESSMENT YEARS 2004-05 AND 2005-06, DIRECTE D AGAINST SEPARATE ORDERS OF EVEN DATE, I.E., 15.10.2008, BY THE COMMISSIONER OF INCO ME TAX (APPEALS)-XVI, MUMBAI (CIT(A) FOR SHORT), DISPOSING THE ASSESSEES APPE ALS CONTESTING ITS ASSESSMENTS FOR THE RELEVANT YEARS VIDE ORDERS U/S. 143(3) OF THE I NCOME TAX ACT, 1961 (THE ACT HEREINAFTER). BOTH THE APPEALS RAISING COMMON ISSU ES, THE SAME WERE HEARD TOGETHER, AND ARE BEING DISPOSED OF VIDE A COMMON, CONSOLIDAT ED ORDER. 2.1 THESE APPEALS WERE HEARD AND DISPOSED OF BY THE TRIBUNAL IN THE FIRST INSTANCE VIDE ITS ORDER DATED 21/10/2011. HOWEVER, AS THE AS SESSEES GROUND III REMAINED TO BE ADJUDICATED THEREBY, IT, VIDE ITS ORDER U/S. 254(2) DATED 15/6/2012 (IN M.A. NOS. 600 & 2 ANIL KUMAR NEHRU V. ASST. CIT, MUMBAI ITA NOS.52 6 & 527/MUM/2009 (A.Y. 2004-05 & 05-06) 601/MUM/2011 / COPY ON RECORD), RECALLED ITS SAID O RDER FOR ADJUDICATING THE SAID GROUND, WHICH READS AS UNDER, AND QUA WHICH ALONE THE PRESENT APPEALS WERE HEARD:- GROUND III: 1. THE CIT(A) ERRED IN UPHOLDING THE ACTION OF THE A.O . IN DISALLOWING EXPENSES OF RS. 1,27,786/- (*) INCURRED ON MANAGEMENT FEES ON THE ALLEGED GROUND THAT THESE FEES ARE FOR THE PURPOSE OF HOLDI NG OF ASSETS IN FIDUCIARY TRUST OF INTERNATIONAL ACCOUNT (FTI). 2. THE APPELLANT PRAYS THAT A.O. BE DIRECTED TO ALLOW AFORESAID EXPENSES AGAINST INCOME GENERATED THROUGH ASSETS HELD IN FTI ACCOUNT. (*) RS . 2,43,375/- FOR THE A.Y 2005-06 2.2 THE FACTS IN BRIEF ARE THAT THE ASSESSEE, IN TERMS OF AN AGREEMENT, PAID THE IMPUGNED SUM UNDER FIDUCIARY TRUST OF INTERNATIONAL ACCOUNT (FTI) TO ITS BANKER AND ITS ADVISOR TOWARD MANAGEMENT FEE FOR HIS INVESTMEN TS HELD IN THAT ACCOUNT, WHICH STANDS CHARGED AT THE RATE OF 0.65% OF THE VALUE OF THE PORTFOLIO MANAGED, ON AN ANNUALIZED BASIS. THE ASSESSING OFFICER (A.O.) DENI ED THE ASSESSEES CLAIM FOR DEDUCTION OF THE SAME AGAINST THE INTEREST AND DIVI DEND INCOME ARISING ON ITS PORTFOLIO, SINCE THE SAME WAS OVER AND ABOVE THE TRANSACTION F EE CHARGED UNDER THE FTI ON BUYING AND SELLING OF SECURITIES, BEING PRIMARILY M UTUAL FUND UNITS. THAT IS, THE ACTIVITY ENGAGED IN IS PRINCIPALLY BUYING AND SELLING OF UNI TS AND, THUS, NOT DIRECTLY RELATED TO THE EARNING OF DIVIDEND AND/OR INTEREST INCOME AND, SECONDLY, STOOD SEPARATELY CHARGED FOR ON A TRANSACTION-WISE BASIS. THE LD. CIT(A), IN APPEAL, ON THE PERUSAL OF THE MANAGEMENT MANDATE ARRIVED AT WITH THE INTERNATIONA L FUND MANAGER, FOUND THE IMPUGNED FEE TO BE TOWARD: (A) SAFETY OF CAPITAL; (B) APPRECIATION OF CAPITAL; AND (C) DIVIDEND AND INCOME EARNING. AS SUCH, THE MANAGEMENT FEE WAS PAID FOR MA NAGING THE PORTFOLIO, GIVING THE PORTFOLIO MANGER THE WIDEST POWERS, INCLUDING THE P OWER TO BUY AND SELL SECURITIES, AND THEREBY CHANGING THE PORTFOLIOS COMPOSITION, AND C OULD EVEN, AT ITS DISCRETION, CHANGE 3 ANIL KUMAR NEHRU V. ASST. CIT, MUMBAI ITA NOS.52 6 & 527/MUM/2009 (A.Y. 2004-05 & 05-06) THE NATURE OF THE ASSETS HELD. HOWEVER, THE PAYEE I S NOT OBLIGED TO GENERATE ANY SPECIFIC RESULTS, SO THAT IT MAY WELL BE THAT DESPI TE ITS BEST EFFORTS THERE IS A LOSS FOR A PARTICULAR YEAR. IT COULD NOT, THEREFORE, BE SAID THAT THE FEE WAS PAID ONLY FOR PROTECTING THE SOURCE OF INCOME. THERE WAS, ACCORDINGLY, NO DI RECT NEXUS OF THE EXPENDITURE BEING CLAIMED, SO AS TO CONTEND OF IT AS BEING INCURRED W HOLLY AND EXCLUSIVELY FOR THE PURPOSE OF EARNING THE RELEVANT INCOME, BEING INTER EST AND DIVIDEND, AS REQUIRED IN TERMS OF SECTION 57(III) OF THE ACT, UNDER WHICH TH E DEDUCTION WAS OR COULD BE CLAIMED. HE, THEREFORE, CONFIRMED THE DISALLOWANCE/S. 3. BEFORE US, THE LD. AR WOULD SUBMIT THAT THE ENTI RE INCOME, INCLUDING THE DIVIDEND INCOME, AGAINST WHICH THE IMPUGNED AMOUNT IS BEING CLAIMED AS AN EXPENSE, IS TAXABLE IN INDIA, BEING IN RELATION TO THE SHARE S OF FOREIGN COMPANY, SO THAT S.14A HAS NO APPLICATION QUA ANY PART OF THE SAID EXPENDITURE BEING CLAIMED. H E FURTHER RELIED ON THE DECISIONS IN THE CASE OF CIT VS. RAJENDRA PRASAD MOODY [1978] 115 ITR 519 (SC); CIT VS. SMT. SUSHILA DEVI KHADARIA [2009] 183 TAXMAN 275 (BOM.); CHINAI & CO. (P) LTD. [1994] 206 ITR 616 (BOM); AND CIT VS. H.H. MAHARANI SHRI VIJAYKUVERBA SAHEB OF MORVI [1975] 100 ITR 67 (BOM.), CLAIMING THE SAME TO BE COVERING THE ASSESSEES CASE, I.E., IN PRINCIPLE, T AKING US BRIEFLY THROUGH THE SAID ORDERS. THE LD. DR, ON THE OTHER HAND, RELIED ON THE ORDERS OF THE AUTHORITIES BELOW, CLAIMING THAT, ON FACTS, THE ASSESSEES CASE IS NOT MAINTAIN ABLE ON FIRST PRINCIPLES, AS EXPRESSED PER THE CLEAR LANGUAGE OF THE STATUTE, I.E., S. 57( III) OF THE ACT. 4. WE HAVE HEARD THE RIVAL CONTENTIONS, AND PER USED THE MATERIAL ON RECORD, INCLUDING THE CASE LAW CITED. 4.1 THE PRIMARY FACTS, AS WE GATHER, ARE LARGE LY UNDISPUTED. WE MAY SET OUT THE SCOPE OF THE SERVICES PROVIDED BY THE ASSESSEES OV ERSEAS BANKER AND ITS ADVISOR IN RELATION TO ITS PORTFOLIO, AS UNDER: 4 ANIL KUMAR NEHRU V. ASST. CIT, MUMBAI ITA NOS.52 6 & 527/MUM/2009 (A.Y. 2004-05 & 05-06) SERVICES PROVIDED BY OVERSEAS BANKER/ADVISOR : DEPOSIT WITH ANY TRUSTWORTHY BANKING INSTITUTION IN ANY COUNTRY ALL THE SECURITIES AND ASSETS WHICH ARE ENTRUSTED TO IT. CHANGE THE NATURE AND COMPOSITION OF THE DEPOSIT, B Y SELLING OR PURCHASING SECURITIES, CURRENCIES AND/OR PRECIOUS M ETALS. ENTER INTO OPTIONS TRANSACTIONS, FINANCIAL FUTURES AND FORWARD PURCHASES OR SALES OF FOREIGN EXCHANGE SOLELY FOR HEDGING EXI STING INVESTMENTS IN ACCORDANCE WITH THE DIRECTIVES OF THE ASSOCIATION SUISSE DES BANQUIERS. HOWEVER, THE BANK HAS NO OBLIGATION TO ACHIEVE SPEC IFIC RESULTS BUT WILL UNDERTAKE ACTIONS TO PROVIDE ITS SERVICES IN THE BE ST INTEREST OF ITS CLIENT. INVESTMENTS MANDATED TO BE IN GLOBAL BALANCED ACCOU NT WITH LOW TO MEDIUM RISK THROUGH FRANKLIN/FIDUCIARY MUTUAL FUNDS . THE NATURE OF THE SERVICES AVAILED, FOR WHICH THE I MPUGNED EXPENDITURE STANDS INCURRED, WOULD NEED TO UNDERSTOOD AND CHARACTERIZE D FIRST. THE SAME, AS WE UNDERSTAND, IS BY WAY OF A MANAGEMENT FEE PAID BY THE ASSESSEE TO AN INVESTMENT ADVISOR FOR MANAGING HIS PORTFOLIO. THUS, AS FAR AS WE SEE IT, IT IS ONLY A CASE OF ONE APPOINTING ANOTHER FOR MANAGING HIS AFFAIRS, SO AS TO MEET THE CONSTRAINTS, INCLUDING AS TO TIME, UNDER WHICH ONE MAY BE PLACED, AS WELL AS TO DERIVE THE BENEFIT OF THE LATTERS SKILLS AND EXPERTISE, BEING PROFESSIONALS IN THE RE LEVANT FIELD IN THE INSTANT CASE. THE FEE UNDER REFERENCE, THUS, ACQUIRES THE CHARACTER OF AN OPERATIONAL AS WELL AS AGENCY COST . THE SAME WOULD THEREFORE STAND TO BE ALLOWED WHERE THE SAME GIVES RISE TO INCOME OR IS TOWARD EARNING INCOME CHARGEABLE UNDER THE HEAD INCOME FROM OTHER SOURCES. THAT NO SUCH INCOME ARISES IN A PARTICULAR PERIOD, OR TH OUGH DOES, IS AT AN AMOUNT LESS THAN THE EXPENDITURE INCURRED, WOULD BE BY ITSELF OF NO MOMENT AS LONG AS THE PRIMARY INTENT AND PURPOSE FOR INCURRING THE EXPENDITURE IS TO GENERATE AND EARN THE SAID INCOME. THE LD. CIT(A) HAS, AFTER EXAMINING THE SCO PE OF THE ACTIVITIES BEING PERFORMED, FOUND THE SAME TO BE TOWARD THE FOLLOWIN G, AND WHICH FINDING IS NOT IN DISPUTE AND, RATHER, STANDS CORROBORATED BY THE BA LANCED FUND STIPULATION UNDER WHICH CATEGORISATION THE ASSESSEE MANDATES HIS INVESTMENT IN THE FTI ACCOUNT: (A) SAFETY OF CAPITAL; 5 ANIL KUMAR NEHRU V. ASST. CIT, MUMBAI ITA NOS.52 6 & 527/MUM/2009 (A.Y. 2004-05 & 05-06) (B) APPRECIATION OF CAPITAL; AND (C) DIVIDEND AND INCOME EARNING. 4.2 WE SHALL TAKE UP EACH OF THE FOREGOING PURPO SES WHICH THE IMPUGNED EXPENDITURE IS INCURRED FOR AND TOWARD. AS REGARDS SAFETY OF CAPITAL, THERE CAN BE NO DOUBT WITH REGARD TO ITS ALLOWABILITY WHERE THE ACC RETION TO CAPITAL (PER WHICH ONLY, THE SAME BEING SUBJECT TO INFLATIONARY PRESSURE, CAN TH E SAFETY BE ENSURED BY, SAY, INVESTING IN LOW INCOME AND LOW RISK SECURITIES), Y IELDS - OR IS SUPPOSED TO YIELD - INCOME BY WAY OF INTEREST. ON THE OTHER HAND, IF IT , I.E., THE SAFETY OF CAPITAL, IS ENSURED IN A MANNER SO AS TO YIELD INCOME, I.E., ACCRETIO N TO CAPITAL BY DEFINITION, BY WAY OF CAPITAL GAINS, THE EXPENDITURE BY WAY OF MANAGEMENT FEE OR INVESTMENT ADVISORY CANNOT BE ALLOWED AS DEDUCTION, EVEN IF THE SAID CA PITAL GAIN IS TAXABLE IN INDIA. THIS WOULD APPLY IN EQUAL MEASURE TO THE OTHER ASPECT OF THE INVESTMENT ADVISORY OR PORTFOLIO MANAGEMENT SERVICES, I.E., TO YIELD APPRE CIATION OF CAPITAL, RETURNS FROM WHICH WOULD YIELD PRIMARILY CAPITAL GAINS. WE MAY T HOUGH CLARIFY THAT WHEN WE SPEAK OF INCOME, EITHER BY WAY OF CAPITAL GAINS OR DIV IDEND OR INTEREST, THE SAME WOULD ALSO INCLUDE LOSS UNDER THE RESPECTIVE HEADS, AS INVESTMENT BEING INTRINSICALLY A RISKY PROPOSITION, SUBJECT TO MARKET FORCES, NO ONE CAN E NSURE ONLY POSITIVE RESULTS, SO THAT WHAT WE ARE CONCERNED WITH HERE IS THE NATURE OF TH E RETURN PER SE AND NOT ITS QUANTUM. THIS IS AS THE NATURE DETERMINES THE HEAD OF INCOME UNDER WHICH THE INCOME, WHICH INCLUDES LOSS, STANDS TO BE ASSESSED UNDER THE AC T, SO THAT ONLY THE DEDUCTIONS AS MANDATED BY THE COMPUTATION MECHANISM UNDER THE REL EVANT HEAD WOULD FOLLOW OR HAVE TO BE NECESSARILY ADOPTED. THE THIRD OBJECT FO R WHICH THE SERVICES ARE BEING UNDISPUTEDLY AVAILED IS TO EARN INCOME BY WAY OF IN TEREST AND DIVIDEND. THERE IS LITTLE DOUBT AS TO THE ALLOWABILITY OF THE MANAGEMENT FEE EXPENSE AGAINST INCOME ARISING IN THIS MANNER. THIS IS, AS EXPLAINED BY THE APEX COUR T IN THE CASE OF RAJENDRA PRASAD MOODY (SUPRA), THE WORDS FOR THE EARNING OF INCOME OCCU RRING IN SEC. 57(III), DO NOT IMPLY A CONDITION FOR INCOME BEING ACTUALLY EARNED OR EARNED TO AN EXTENT IN EXCESS OF THE EXPENDITURE INCURRED TOWARD THE SAME. 6 ANIL KUMAR NEHRU V. ASST. CIT, MUMBAI ITA NOS.52 6 & 527/MUM/2009 (A.Y. 2004-05 & 05-06) TRUE, THE INVESTMENT ACTIVITY DOES NOT INVOLVE ANY EXPENDITURE ON AN ONGOING BASIS; THE FEE RELATING TO PURCHASE AND SALE OF SEC URITIES BEING OTHERWISE CHARGED SEPARATELY, I.E., ON A TRANSACTION-WISE BASIS. HOWE VER, AT THE SAME TIME, IT CANNOT BE DENIED THAT INVESTMENT IN FINANCIAL ASSETS, PARTICU LARLY IN THE INTERNATIONAL MARKET, IS EXPOSED TO A DYNAMIC AND VOLATILE ENVIRONMENT, SO T HAT IT IS SUBJECT TO SEVERAL RISKS, MAKING THE INVESTMENT ACTIVITY A HIGHLY CHALLENGING AND TECHNICAL PROPOSITION. IF, UNDER SUCH CIRCUMSTANCES, THE ASSESSEE HAS SOUGHT T O BRING THE EXPERTISE OF AN INVESTMENT ADVISOR TO BEAR IN MANAGING ITS PORTFOLI O, PAYING IT AN ANNUAL CHARGE, THE SAME, THOUGH ON THE BASIS OF THE VALUE OF THE HOLDI NG, CANNOT BE SAID AS NOT INCURRED FOR THE PURPOSE OF EARNING INCOME THERE-FROM. THIS, WE ALSO FIND TO BE THE SUM AND SUBSTANCE OF THE DECISIONS RELIED UPON BY THE ASSES SEE. 4.3 THE NEXT QUESTION THAT ARISES IS THAT AS TO THE ALLOCATION, IF SO, OF THE EXPENDITURE, WHEN THE RETURNS AS PER THE INVESTMENT STRATEGY ADO PTED IS TOWARD AND, CONSEQUENTLY, BOUND TO BE EARNED UNDER DIFFERENT INCOME HEADS, BE ING CAPITAL GAINS AND INCOME FROM OTHER SOURCES IN THE INSTANT CASE, AND WHILE BEING ALLOWABLE IN ONE CASE (THE LATTER), IS NOT SO UNDER THE OTHER (THE FORMER). TOWARD THIS, WE OBSERVE THAT THE ASSESSEE SEEKS INVESTMENT IN A BALANCE FUND, IMPLYING A BALANCED RISK DISPOSITION, SO THAT IT IS NEITHER IN INVESTMENTS DEEMED RISKY NOR CAN THE ASSESSEE BE SAID TO BE RISK AVERSE. THI S IS AS INVESTMENTS CARRY RISKS, INCLUDING MARKET RISK, AND THE RISK AND RETURN ON A N INVESTMENT GO HAND-IN-HAND. THE ASSESSEES INVESTMENT DISPLAYS OR IS MANDATED TO DI SPLAY A BALANCED RISK APPETITE, BEING IN BONDS, WHICH ARE LOW RISK INSTRUMENTS CARR YING INTEREST AT A FIXED RATE, AND EQUITY SHARES, WHICH IN GENERAL - BEAR RELATIVELY HIGHER RISK AND, AT THE SAME TIME, YIELD HIGHER RETURNS, WHICH IS BY WAY OF DIVIDEND A ND CAPITAL APPRECIATION. WITHIN THE RISK PROFILE ADOPTED, THE MANDATE IS TO OBTAIN MAXI MUM RESULTS, I.E., RETURNS. WHILE THE RETURN ON LOW RISK INSTRUMENTS IS LARGELY BY WAY OF INTEREST INCOME, THAT FROM THE HIGHER RISK CATEGORY IS LARGELY IN TERMS OF CAPITAL GAINS. A GOOD PART OF THE RETURNS ARE, THUS, ENVISAGED TO BE BY WAY OF CAPITAL GAINS, AG AINST WHICH ONLY SUMS AS 7 ANIL KUMAR NEHRU V. ASST. CIT, MUMBAI ITA NOS.52 6 & 527/MUM/2009 (A.Y. 2004-05 & 05-06) CONTEMPLATED U/SS. 48(I) AND (II) CAN BE ALLOWED. IT CANNOT THUS BE SAID THAT THE ENTIRE MANAGEMENT FEE PAID IS FOR EARNING INCOME BY WAY OF INTEREST AND DIVIDEND, WHICH ONLY ARE ASSESSABLE UNDER THE HEAD INCOME FROM OTH ER SOURCES. IN FACT, EVEN A 50-50 INVESTMENT WOULD, GIVEN THE RISK PROFILE AND THE FA CT OF INVESTMENT IN A BALANCED FUND, YIELD HIGHER RETURNS OR INCOME BY WAY OF CAPITAL GA INS THAN BY WAY OF INTEREST, AS THE SAME IS PRIMARILY ON BONDS, I.E., LOW RISK INSTRUME NTS, AND RISK AND RETURN ARE POSITIVELY CORRELATED. ON BEING QUESTIONED IN THIS REGARD, THE LD. AR WOULD SHOW THAT THE ASSESSEE HAS EARNED ONLY MARGINAL INCOME BY WAY OF INTEREST/DIVIDEND (FOR AY 2004-05, PB PG.1) AND, IN FACT, HAS SUFFERED A LOSS UNDER THE HEAD CAPITAL GAINS. THAT, TO OUR MIND, IS OF NO MOMENT, AS THE RESULTS OF A P ARTICULAR YEAR OR WHAT TRANSPIRES IN A PARTICULAR YEAR IS NOT RELEVANT. IT IS THE PURPOSE FOR WHICH, AND THE INTENT WITH WHICH, THE INVESTMENT IS MADE, THAT IS MATERIAL, AND WHICH IS NOT IN DOUBT OR EVEN IN DISPUTE. UNDER THE CIRCUMSTANCES, WE, THEREFORE, ONLY CONSID ERER IT FIT AND PROPER THAT, GIVEN THE INVESTMENT MANDATE OF A BALANCED FUND, FIFTY PER CE NT OF THE IMPUGNED MANAGEMENT FEE WOULD STAND TO BE ALLOWED U/S.57(III) OF THE AC T AGAINST INCOME BY WAY OF INTEREST AND DIVIDENDS ASSESSABLE U/S.56, IRRESPECTIVE OF TH EIR QUANTUM FOR THE RELEVANT YEAR. WE DECIDE ACCORDINGLY. 4.4 BEFORE PARTING, WE MAY CLARIFY, EVEN AS AFOR E-NOTED, THAT WE HAVE GONE THROUGH AND, RATHER, DRAWN UPON THE DECISIONS CITED BY THE ASSESSEE. FURTHER, THE DECISION STANDS TAKEN ON THE BASIS OF THE APPRECIATION OF TH E FACTS. 5. IN THE RESULT, THE ASSESSEES APPEALS FOR B OTH THE YEARS ARE PARTLY ALLOWED. ORDER PRONOUNCED ON THIS 26 TH DAY OF DECEMBER, 2012 SD/- - SD/- ( B. R. MITTAL ) ( SANJAY ARORA ) JUDICIAL MEMBER ACCOUNTANT MEMBER MUMBAI, DATE: 26.12.2012 8 ANIL KUMAR NEHRU V. ASST. CIT, MUMBAI ITA NOS.52 6 & 527/MUM/2009 (A.Y. 2004-05 & 05-06) COPY FORWARDED TO: 1. THE APPELLANT. 2. THE RESPONDENT. 3. THE C.I.T. 4. CIT (A) 5. THE DR A BENCH, ITAT, MUMBAI BY ORDER ASSISTANT REGISTRAR ITAT, MUMBAI BENCHES, MUMBAI ROSHANI