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| Merger, Demerger & Amalgamation- Tax implications on shareholder |
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TAX TALK-09.10.2017-THE HITAVADA TAX TALK CA. NARESH JAKHOTIA Chartered AccountantThere is a tax concession to the Shareholder of an Amalgamating Company where the shareholder transfer shares held by him in the amalgamating company in consideration of allotment of shares in amalgamated Indian company. Merger, Demerger & Amalgamation- Tax implications on shareholder Query 1]
Opinion: “Tax Complexity itself is a kind of tax” - Max Baucus First query: 1. Tax Relief to the shareholders of an Amalgamating Company: There is a tax concessions to the shareholders of an Amalgamating Company where the shareholder transfers shares held by him in the amalgamating company in consideration of allotment of shares in amalgamated Indian company in the scheme of amalgamation. Such transfer of shares is not regarded as transfer under section 47(vii) of the Income Tax Act & consequently no capital gain is attracted in the hands of the shareholder of amalgamating company. 2. The cost of acquisition need to be worked out in accordance with sub section (2) or (2C) or (2D) to section 49. In your case, against 1000 shares of Rs. 10 each in N.F.C. Ltd, you have been allotted 1100 equity shares of Rs. 1 each of N.F.C. Ltd & 1000 equity shares of Rs. 1 each in some other company. The cost of acquisition of Rs. 10,000/- need to be apportioned in between the NFC Ltd & the new company on the basis of ratio net book value of the assets transferred in a demerger bears to the net worth of the demerged company immediately before such demerger. That is to say, you would be required to obtain/extract the net book value of the assets transferred to the new company and on the basis of ratio of assets transferred to the new company out of the total net book value of the assets, cost of acquisition of the shares of new company would be required to be worked out [Section 49(2C)]. Rs. 10,000/- as reduced by the amount calculated in accordance with 49(2C) would be the cost of acquisition of 1100 shares of Rs. 1 each in N.F.C. Ltd allotted in October-2011. 3. As far as the Period of holding of shares is concerned, it may be noted that the holding period of shares in amalgamated / resulting company will also include the period for which the shares in the amalgamating / demerged company were held by the share holder [Sections 2(42A)(c) and 2(42A)(g))]. In your case, you have acquired original shares in 1991 & it would be considered so for the new shares so allotted in a composite scheme of amalgamation. Second query: 1. The transaction of allotment of 20 shares of UltraTech & 20 shares of L&T appears to be as a result of a demerger of L&T. If this demerger is one which satisfies the conditions in Section 2(19AA) of the Income-Tax Act, no capital gains will arise on such conversion. However, the question relating to the computation of capital gains on the sale of shares of UltraTech will necessitates the computation of the cost of acquisition of such shares. 2. Cost of acquisition: The cost of acquisition of the 20 shares in L&T and the 20 shares of UltraTech, if this demerger is one within the meaning of the Income-Tax Act, will be computed as follows: a] UltraTech (20 shares): Cost of acquisition of the shares in L&T before the demerger x net book value of assets transferred in the scheme of demerger / net worth of L&T before the demerger. b] L&T (20 hares): Cost of acquisition of the shares in L&T before the demerger as reduced by the cost of acquisition of the shares in UltraTech after the demerger (computed as above). 3. Tax Implications: i] If the transfer of the business by L&T to UltraTech were not a demerger within the meaning of the I-T Act, capital gains would be attracted when the shares of UltraTech are allotted to your wife. The capital gains will be computed taking the market value on the date of allotment of the shares of UltraTech to your wife as the full value of consideration. This market value will also be treated as the cost of acquisition when your wife subsequently sells the shares of UltraTech. ii] If the transfer of business by L&T to UltraTech is a demerger under the I-T Act, the period of holding of shares in L&T will also be taken into account in determining whether the gain is short term or long term. In your case, the gain would be long term as the shares of L&T have been acquired long back in the year 2000. However, if the transfer of the business by L&T to UltraTech is not a demerger under the I-T Act, then the period of holding of earlier shares of L & T would not have been for determining the period of holding of new shares. In both queries referred above, the holding periods of all the shares are for a period exceeding 12 months. Further, it appears that (a) the shares are held as a capital asset (b) the companies are listed and (c) the sell is going to be done through stock exchange & will be subject to Securities transaction tax (STT). If it is so, then the amount received on sale of shares would be exempt from tax u/s 10(38) & computation of cost of acquisition & ascertaining date of acquisition would not be of much relevance. Query 2]
Opinion:
[The author is a practicing Chartered Accountant from Nagpur. Readers may send their direct tax related queries at SSRPN & Co 10, Laxmi Vyankatesh Apartment C.A. Road, Telephone Exch. Square Nagpur-440008 or email it at nareshjakhotia@ssrpn.com]. |
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