BOI FINANCE LTD (SINCE MERGED WITH BANK OF INDIA), MUMBAI V. DCIT 2(1), MUMBAI

ITA 6868/MUM/2014

• Counselvise Citation: [2016] 131 COUNSELVISE.COM (IT) 2914 (ITAT-MUMBAI)
• Duration Of Justice: 1 year(s) 10 month(s) 3 day(s)
• Appeal Type: Income Tax Appeal
• Pronouncement Date: 14-09-2016
• Appeal Filed By: Assessee
• Bench Allotted: B
• Assessment Year: 1992-1993
• Appeal Filed On: 11-11-2014
• Court: TRIBUNAL
• Department Lawyers: VINITA MENON
• Keywords: Wholly owned subsidiary

Judgement Text

IN THE INCOME TAX APPELLATE TRIBUNAL B BENCH, MUMBAI BEFORE SHRI B.R. BASKARAN (AM) & RAMLAL NEGI (JM) I.T.A. NO. 6868 /MUM/ 20 1 4 (ASSESSMENT YEAR 1992 - 93 ) BOI FINANCE LTD. (SINCE MERGED WITH BANK OF INDIA) STAR HOUSE, 8 TH FLOOR C - 5, G - BLOCK BANDRA KURL A COMPLEX BANDRA EAST MUMBAI - 400 051. VS. DCIT CIRCLE 2(1) MUMBAI. ( APPELLANT ) ( RESPONDENT ) PAN NO . AAACB0472C ASSESSEE BY SHRI C. NARESH DEPARTMENT BY S MT. VINITA MENON DATE OF HEARING 16 . 6 . 201 6 DATE OF PRONOUNCEMENT 16 .9 . 201 6 O R D E R PER B.R. BASKARAN (AM) : - THE ASSESSEE HAS FILED THIS APPEAL CHALLENGING THE ORDER DATED 13 - 08 - 2014 PASSED BY LD CIT(A) - 4, MUMBAI CONFIRMING THE PENALTY OF RS.38.00 LAKHS LEVIED BY THE AO U/S 271(1)(C) OF THE ACT FOR ASSESSMENT YEAR 1992 - 93. 2 . THE ASSESSEE WAS A WHOLLY OWNED SUBSIDIARY OF BANK OF INDIA AND IT WAS ENGAGED IN THE ACTIVITIES OF FINANCING, TRADING IN SHARES & SECURITIES, PORT FOLIO MANAGEMENT SERVICES. IT HAS SINCE BEEN MERGED WITH BANK OF INDIA. THE PENALTY U/S 271(1)(C) OF THE ACT HAS BEEN LEVIED ON THE FOLLOWING ADDITIONS, WHICH HAS SINCE BEEN CONFIRMED BY THE ITAT. (A) COMMISSION ON SHARE APPLICATION MONEY - RS.36.00 LAKHS (B) LOSS ON VALUATION OF SECURITIES - RS. 7.84 LAKHS. (C) ACCRUED INTEREST ON OVERDUE LEA SE RENTALS - RS.28.16 LAKHS BOI FINANCE LTD. 2 THE LAD CIT(A) ALSO CONFIRMED THE PENALTY AND HENCE THE ASSESSEE HAS FILED THIS APPEAL BEFORE US. 3. THE FIRST ADDITION RELATE TO THE COMMISSION OF RS.36.00 LAKHS EARNED ON SHARE APPLICATION MONEY. THE ASSESSEE HAD UNDERTAKEN PORTFOLIO MANAGEMENT SCHEME (PMS) FOR M/S HPCL. IT APPLIED FOR RIGHTS SHARES OF CEMENT CORPORATION OF GUJARAT LTD, WHICH WAS ISSUED ON PRIVATE PLACEMENT BASIS AND INVESTED A SUM OF RS.250,00,000/ - FROM THE PMS FOR HPCL. ACCORDING TO THE AO, THE ASSESSEE WAS HAVING RIGHT TO RECEIVE COMMISSION, WHICH WAS PAID BY WAY OF SHARES. THE RIGHT TO RECEIVE THE SHARES BY WAY OF COMMISSION AROSE TO THE ASSESSEE IN THE YEAR RELEVANT TO AY 1992 - 93. SINCE THE ASSESSEE DID NOT DECLARE THE SAME, THE AO ASSES SED THE VALUE OF SHARES AMOUNTING TO RS.36.00 LAKHS AS COMMISSION INCOME OF THE ASSESSEE. IT IS PERTINENT TO NOTE THAT THIS ISSUE WAS SET ASIDE BY THE ITAT TO THE FILE OF THE AO. IN THE SET ASIDE PROCEEDINGS ALSO, THE ASSESSEE CONTENDED THAT IT WAS ENTIT LED TO ONLY PORTFOLIO MANAGEMENT CHARGES ONLY AND NOT TO ANY COMMISSION AS PRESUMED BY THE AO. HOWEVER, THE ASSESSEE DID NOT FURNISH ANY DETAILS, VIZ., DETAILS RELATING TO PURCHASE AND SALE OF SHARES IN THE ACCOUNT OF HPCL ETC., TO SUBSTANTIATE ITS CLAIM. HENCE THE ADDITION OF RS.36.00 LAKHS WAS CONFIRMED BY THE TRIBUNAL ALSO. 4. THE LD A.R SUBMITTED THAT THE ASSESSEE WAS ENTITLED TO ONLY PMS CHARGES ONLY AND ALL THE BENEFITS SHALL GO THE ACCOUNT OF PMS CLIENT ONLY. HE SUBMITTED THAT THE ASSESSEE HAD ASSURED MINIMUM RETURN AT PRESCRIBED RATE TO THE PMS CLIENTS AND THE SAME WAS ASSUMED AS PAYMENT OF INTEREST BY TAX AUTHORITIES. HE SUBMITTED THAT THE ASSESSEE SHALL BE LIABLE TO PAY INCOME TO THE PMS CLIENTS AT THE PRESCRIBED RATE, IF THE INCOME IS LESS AND IT SHALL LIABLE TO PAY THE ACTUAL INCOME, IF IT IS MORE THAN THE PRESCRIBED RATE. ACCORDINGLY HE SUBMITTED THAT THE BENEFITS OF RIGHTS SHARES SHALL ACCRUE ONLY TO THE PMS CLIENTS AND NOT TO THE BOI FINANCE LTD. 3 ASSESSEE. HE SUBMITTED THAT THE ADDITION OF RS.36.00 LA KHS WAS CONFIRMED BY THE TRIBUNAL ONLY FOR THE REASON THAT THE ASSESSEE COULD NOT FURNISH RELEVANT EVIDENCES. HE SUBMITTED THAT THE ASSESSEE WAS A SUBSIDIARY OF GOVERNMENT BANK AND ITS ACCOUNTS ARE DULY AUDITED. HE SUBMITTED THAT THE ASSESSEE COULD NOT F URNISH THE DETAILS DUE TO PASSAGE OF TIME. SINCE THE ADDITION HAS BEEN MADE ON PRESUMPTIVE BASIS, HE PRAYED THAT THE PENALTY MAY KINDLY BE DELETED. 5. ON THE CONTRARY, THE LD D.R SUBMITTED THAT THE ADDITION OF RS.36.00 LAKHS WAS CONFIRMED BY THE TRIBUN AL, SINCE THE ASSESSEE COULD NOT SUBSTANTIATE ITS CLAIM. ACCORDINGLY HE SUBMITTED THAT THE LD CIT(A) HAS RIGHTLY CONFIRMED THE PENALTY LEVIED ON THIS ADDITION. 6. WE HEARD THE RIVAL CONTENTIONS AND PERUSED THE RECORD. IN THE ORIGINAL ASSESSMENT ORDE R, THE AO HAS OBSERVED AS UNDER: - COMMISSION OF RS.36 LAKHS RECEIVED ON SHARE APPLICATION MONEY OF RS.286 LAKHS WAS FULL ACCRUED BY THE COMPANY TO PMS ACCOUNT OF M/S HPCL. IN THE AUDIT REPORT, THE AUDITORS HAVE FURTHER OBSERVED THAT THIS SHARE APPLICATIO N MONEY WAS FURTHER TRANSFERRED TO ANOTHER PMS CLIENT M/S ARA AND ULTIMATELY THE SAID APPLICATION MONEY WAS TAKEN OVER BY THE ASSESSEE COMPANY. IN THIS RESPECT IT WAS FURTHER OBSERVED BY THE AUDITORS THAT THE FULL OF COMMISSION AMOUNT OF RS.36 LACS WAS AC CRUED TO HPCL ACCOUNT, WHEREAS SUCH COMMISSION CAN ACCRUE ONLY ON ALLOTMENT OF SHARES. SINCE ACTUAL ALLOTMENT WAS MADE TO THE ASSESSEE COMPANY, THEREFORE ANY COMMISSION ON THE SAME SHOULD HAVE BEEN TAKEN AS INCOME OF THE ASSESSEE COMPANY. CLARIFICATION O F THE ASSESSEE WAS TAKEN BY THE AUDITORS, IN WHICH IT WAS CONTENDED THAT THE AMOUNT WAS NOT COMMISSION BUT THE SAME WAS IN THE NATURE OF FRONT END FEES. ON THIS THE AUDITORS HAVE OBSERVED THAT WHATEVER MAY BE THE NATURE OF PARTICULAR RECEIPT, THE ESSENCE OF RECEIPTS DOES NOT CHANGE. IF THE SAID COMMISSION OF RS.36 LACS IS CONSIDERED AS FRONT END FEES, THE QUESTION ARISES AS TO WHAT WERE THE SERVICES RENDERED BY THE PMS CLIENT HPCL, WHO WERE THEMSELVES HIRING THE SERVICES OF THE ASSESSEE COMPANY. IT HAS F URTHER BEEN OBSERVED THAT THE INTEREST ON THE APPLICATION MONEY HAS SUBSEQUENTLY BEEN RECEIVED BY THE ASSESSEE COMPANY TILL THE VERY DATE OF BUY BACK ARRANGEMENT. BOI FINANCE LTD. 4 IN VIEW OF THESE FACTS, THE ASSESSEE WAS REQUESTED TO EXPLAIN WHY COMMISSION OF RS.36 LACS W AS NOT BEING CONSIDERED AS THE INCOME OF THE ASSESSEE SINCE THE ACTUAL ALLOTMENT WAS IN THE NAME OF THE COMPANY. IN REPLY, IT WAS STATED THAT THE INITIAL AMOUNT OF RS.250 LACS WAS INVESTED OUT OF PMS ACCOUNT OF M/S HINDUSTAN PETROLEUM FOR INVESTMENT IN RI GHT SHARES OF CEMENT CORPORATION OF GUJARAT ON PRIVATE PLACEMENT BASIS. SINCE THERE WAS DISPUTE AMONG THE DIRECTORS OF THE COMPANY THE ISSUE OF SHARES WAS DELAYED. SUBSEQUENTLY, IT WAS AGREED THAT ONE SUMARAJ HOLDINGS PVT LTD WILL PAY UPFRONT FEE TO THE EXTENT OF RS.36 LACS. ACCORDINGLY THE PAYMENT OF RS.250 LACS SHARES OF THE VALUE OF RS.286 LACS WERE ACQUIRED AND SINCE PAYMENT WAS MADE OUT OF HPCL ACCOUNT, THEREFORE, THE BENEFIT ON THIS ACCOUNT WAS CORRECTLY ALLOWED. FROM THE FACTS DISCUSSED AS ABOVE, IT IS EVIDENT THAT ALTHOUGH THE INITIAL INVESTMENT WAS MADE FROM THE HPCL A/C, THE FACT REMAINS THAT ACTUAL ALLOTMENT WAS MADE AT THE TIME WHEN THE ASSESSEE COMPANY WAS OWNER OF THAT FUND BY TRANSFER FROM PMS CLIENT, SUBSEQUENT INTEREST ETC HAS ALSO BEEN RECEIVED BY THE ASSESSEE COMPANY. THE TRANSACTION HAS BEEN MANAGED BY THE ASSESSEE COMPANY AND NOT THE PMS CLIENT. THEREFORE, ANY BENEFIT ON THIS ACCOUNT HAS CERTAINLY TO BE CONSIDERED AS INCOME OF THE ASSESSEE COMPANY. IN VIEW OF THESE FACTS THE AMOUNT OF RS.36 LACS IS BEING TREATED AS INCOME OF THE ASSESSEE COMPANY. IN VIEW OF THESE FACTS THE AMOUNT OF RS.36 LACS IS BEING TRETED AS INCOME OF THE ASSESSEE AND THE SAME IS BEING ADDED TO THE INCOME OF THE ASSESSEE. THE ABOVE SAID OBSERVATION MADE B Y THE AO, WHICH IS BASED ON THE AUDITORS REPORT, WOULD SHOW THAT THE ASSESSEE INITIALLY MADE THE INVESTMENT OF RS.250 LACS FROM THE PMS ACCOUNT OF M/S HPCL. SUBSEQUENTLY IT WAS SHIFTED FROM HPCL ACCOUNT TO M/S ARA ACCOUNT AND LATER THE SAME WAS SHIFTED T O THE ASSESSEES OWN ACCOUNT. HENCE THE TAX AUTHORITIES HAVE TAKEN THE VIEW THAT THE PAYMENT OF RS.250 LACS WAS ULTIMATELY MADE BY THE ASSESSEE. IT WAS FURTHER OBSERVED THAT THE INTEREST FOR DELAYED ALLOTMENT WAS RECEIVED BY THE ASSESSEE. AGAINST THE PAY MENT OF RS.250 LACS, THE SHARES WORTH RS.286 LACS OF CEMENT CORPORATION OF GUJARAT LTD WERE ACQUIRED. IT IS FURTHER STATED THAT THE THE UPFRONT FEE OF RS.36 LACS WAS PAID BY ANOTHER PERSON NAMED M/S SUMARAJ HOLDINGS P LTD. THE TAX AUTHORITIES HAVE OBSERV ED THAT THE DIFFERENCE BETWEEN RS.286 LACS AND BOI FINANCE LTD. 5 RS.250 LACS REPRESENT COMMISSION PAYMENT. SINCE THE ASSESSEE HAS CARRIED OUT THESE TRANSACTIONS ULTIMATELY IN ITS OWN ACCOUNT, THE TAX AUTHORITIES HAVE TAKEN THE VIEW THAT THE COMMISSION INCOME OF RS.36 LACS IS ASSESSABLE IN THE HANDS OF THE ASSESSEE. WE NOTICE THAT THE ASSESSEE COULD NOT FURNISH ANY DETAILS TO CONTRADICT THIS FINDING GIVEN BY THE TAX AUTHORITIES AND HENCE THE TRIBUNAL HAS ALSO UPHELD THE ADDITION. 7. IN THE PENALTY PROCEEDINGS ALSO, THE ASSESSEE COULD NOT FURNISH ANY DETAILS TO CONTRADICT THE FINDINGS GIVEN BY THE TAX AUTHORITIES. THE AO HAS ALSO OBSERVED THAT THE ASSESSEE HAS NOT DISCHARGED THE BURDEN PLACED UPON IT UNDER EXPLANATION 1 TO SEC. 271(1)(C) OF THE ACT. THOUGH THE PENALTY PROCEEDINGS ARE CONSIDERED AS SEPARATE PROCEEDINGS, YET THE FINDING GIVEN IN THE ASSESSMENT ORDER CAN BE TAKEN SUPPORT OF TO DECIDE THE ISSUE OF PENALTY. WHAT WE NOTICE IS THAT THE COMPANY M/S CEMENT CORPORATION OF GUJARAT LTD HAS RECEIVED A SUM OF RS.286 LAKHS, VIZ., RS.250 LAKHS FROM THE ASSESSEE AND RS.36 LAKHS FROM M/S SUMARAJ HOLDINGS P LTD. AGAINST THE SAID AMOUNT, IT HAS ALLOTTED SHARES FOR RS.286 LAKHS. THUS THE DIFFERENCE OF RS.36 LAKHS ASSESSED AS COMMISSION INCOME IN THE HANDS OF THE ASSESSEE A PPEARS TO RELATE TO THE PAYMENT MADE BY M/S SUMARAJ HOLDINGS P LTD AS UPFRONT FEE. THE QUESTIONS AS TO WHY THE ABOVE SAID COMPANY MADE UPFRONT PAYMENT AND HOW IT HAS BEEN COMPENSATED FOR REMAIN UNANSWERED. WE NOTICE THAT THE ASSESSEE HAS REPEATEDLY STATE D THAT IT HAS RECEIVED ONLY PMS CHARGES AND ALL THE BENEFITS ACCRUE TO THE PMS CLIENTS ONLY. IT IS THE CONTENTION OF THE ASSESSEE THAT IT COULD NOT FURNISH THE DETAILS DUE TO PASSAGE OF TIME. HENCE WE ARE OF THE VIEW THAT THE ADDITION OF RS.36 LAKHS CANN OT BE SAID TO HAVE BEEN CONFIRMED ON THE BASIS OF CONCRETE MATERIALS. THE TRIBUNAL HAS ALSO CONFIRMED THE ADDITION ON THE REASONING THAT THE ASSESSEE HAS FAILED TO FURNISH THE DETAILS. UNDER THESE SET OF FACTS, WE ARE OF THE VIEW THAT NON - FURNISHING OF D ETAILS MAY LEAD TO ADDITION, BUT THE SAME MAY NOT LEAD TO BOI FINANCE LTD. 6 PENALTY IN THE FACTS AND CIRCUMSTANCES OF THE CASE, SINCE THE VERY ADDITION HAS BEEN MADE BY DRAWING INFERENCES ON THE FACTS AVAILABLE ON RECORD. ACCORDINGLY WE SET ASIDE THE ORDER PASSED BY LD CIT (A) ON THIS ISSUE AND DIRECT THE AO TO DELETE THE PENALTY LEVIED ON THIS ADDITION. 8. THE NEXT ADDITION RELATE TO LOSS ON VALUATION OF INVESTMENTS. THE ASSESSEE TREATED THE INVESTMENTS AS PART OF STOCK IN TRADE AND ACCORDINGLY PROVIDED FOR EROSION IN THE VALUE OF INVESTMENTS AS AT THE YEAR END AND CLAIMED THE SAME AS DEDUCTION. THE AO HAS TREATED THE SAME AS PART OF INVESTMENTS AND DID NOT RECOGNISE THE VALUATION. ACCORDINGLY HE DISALLOWED THE CLAIM OF RS.7,48,614/ - . THE LD CIT(A) AS WELL AS THE IT AT CONFIRMED THE ADDITION BY STATING THAT THE ASSESSEE HAS FAILED TO SHOW THAT THE SAME WAS HELD AS STOCK IN TRADE. THE PENALTY LEVIED BY THE AO ON THIS ADDITION WAS ALSO CONFIRMED BY LD CIT(A). 9. WE HAVE HEARD THE PARTIES ON THIS ISSUE AND PERUSED THE RECORD. WE NOTICE THE ASSESSEE HAS CLAIMED THE PROVISION FOR FALL IN THE VALUE OF STOCK AS DEDUCTION BY TREATING THE SAME AS STOCK IN TRADE. HOWEVER, THE TAX AUTHORITIES HAVE TREATED THE STOCK AS INVESTMENTS AND ACCORDINGLY DISALLOWED THE CLAIM. WE NOTICE THAT THERE IS NO ALLEGATION THAT THE ASSESSEE HAS CONCEALED ANY PARTICULARS OF INCOME. IN THE CASE OF RELIANCE PETRO PRODUCTS LTD (322 ITR 158) HAS HELD THAT THE DEDUCTION CLAIMED, IF NOT SUSTAINABLE IN LAW, WOULD NOT GIVE RISE TO FURNISHING OF INACCURATE PARTICULARS OF INCOME. IN ANY CASE, THIS ADDITION HAS BEEN MADE ONLY ON ACCOUNT OF CHANGE OF HEAD OF INCOME. HENCE WE ARE OF THE VIEW THAT THERE IS NO JUSTIFICATION FOR LEVYING PENALTY ON THIS ADDITION. ACCORDINGLY WE SET ASIDE THE ORDER PAS SED BY LD CIT(A) ON THIS ISSUE AND DIRECT THE AO TO DELETE THE PENALTY LEVIED ON THIS ADDITION. 10. THE NEXT ADDITION RELATES TO THE ADDITION OF ACCRUED INTEREST ON OVERDUE LEASE RENTALS. THE AUDITORS NOTICED THAT THE PENAL INTEREST LEVIABLE ON OVERDU E BOI FINANCE LTD. 7 LEASE RENTALS WAS SHORT CHARGED TO THE EXTENT OF RS.28,16,398/ - . IN THE ORIGINAL ASSESSMENT PROCEEDINGS, THE ASSESSEES REPLY IS NARRATED AS UNDER BY THE AO: - IN REPLY IT WAS STATED THAT THE ASSESSEE WAS NOT IN AGREEMENT WITH THE OBSERVATIONS OF THE AUD ITORS. THE COMPANY CHARGED OVERDUE INTEREST ON UNPAID LEASE RENTALS FOR THIS YEAR AMOUNTING TO RS.23.24 LAKHS DURING SUBSEQUENT YEAR AND THE AMOUNT WAS INCLUDED AS INCOME FOR THAT YEAR. IT IS FURTHER STATED THAT THE COMPANY WAIVED THE INTEREST CHARGEABLE ON DELAYED PAYMENTS IN CERTAIN CASES OF LEASE RENTALS. IT WAS FURTHER STATED THAT NO BIFURCATION OF THE AMOUNT OF RS.1.07 CRORES SHOWN UNDER THE COLUMN INTEREST CHARGED DURING THE YEAR 1992 - 93 WAS MADE AND THIS AMOUNT INCLUDED THE INTEREST CHARGED FOR TH E YEAR 1991 - 92. CERTAIN OTHER EXAMPLES HAVE ALSO BEEN GIVEN WHERE THE OVERDUE INTEREST RECEIVED AND DECLARED AS INCOME FOR THE YEAR 1991 - 93 HAS NOT CONSIDERED BY THE AUDITORS. THE AO WAS NOT CONVINCED WITH THE EXPLANATIONS OF THE ASSESSEE AND HENCE A DDED THE AMOUNT OF RS.28.16 LACS. SINCE THE ASSESSEE COULD NOT FURNISH EXACT DETAILS, THE SAME WAS CONFIRMED BY THE APPELLATE AUTHORITIES. THE AO LEVIED PENALTY ON THIS ADDITION AND THE SAME WAS ALSO CONFIRMED BY LD CIT(A). 11. WE HEARD THE PARTIES ON THIS ISSUE AND PERUSED THE RECORD. WE NOTICE FROM THE EXPLANATIONS GIVEN BY THE ASSESSEE BEFORE AO THAT (A) A PART OF PENAL INTEREST WAS WAIVED. (B) A PART OF PENAL INTEREST WAS ACCOUNTED IN THE SUCCEEDING YEAR. (C) THE INTEREST INCOME SHOWN IN FY 1992 - 93 INCLUDES INTEREST PERTAINING TO FY 1991 - 92. AT THE TIME OF HEARING, THE LD A.R SUBMITTED THAT THE PENAL INTEREST WAS ACCOUNTED MOSTLY ON RECEIPT BASIS, SINCE THE RECOVERY OF REGULAR INTEREST WAS UNCERTAIN. WE NOTICE THAT THE ASSESSEE HAS OFFERED A PLAUSIBLE EXPLANATION WITH REGARD TO THE NON - ACCOUNTING OF PENAL INTEREST. WE NOTICE THAT THOUGH THE ASSESSEE COULD NOT GIVE BREAK UP DETAILS, YET THE EXPLANATION OFFERED APPEARS TO BE REASONABLE, SINCE THE SAME IS QUITE NORMAL IN THE CASE OF FINANCING ACTIVITIES. ACCORDINGLY WE ARE OF THE VIEW THAT THERE IS NO REASON TO REJECT THE EXPLANATIONS BOI FINANCE LTD. 8 GIVEN BY THE ASSESSEE ON THIS ISSUE. ACCORDINGLY WE SET ASIDE THE ORDER PASSED BY LD CIT(A) ON THIS ISSUE AND DIRECT THE AO TO DELETE THE PENALTY LEVIED ON THIS ADDITION. 12. IN THE RESULT, THE APPEAL FILED BY THE ASSESSEE IS ALLOWED. ORDER HAS BE EN PRONOUNCED IN THE COURT ON 14 . 9 .2016 SD/ - SD/ - (RAMLAL NEGI ) (B.R.BASKARAN) JUDICIAL MEMBER ACCOUNTANT MEMBER MUMBAI ; DATED : 14 / 9 / 20 1 6 COPY OF THE ORDER FORWARDED TO : 1. THE APPELLANT 2. THE RESPONDENT 3. THE CIT(A) 4. CIT 5. DR, ITAT, MUMBAI 6. GUARD FILE. BY ORDER, //TRUE COPY// ( DY./ASSTT. REGISTRAR) ITAT, MUMBAI PS