Wednesday, May 15, 2019

DEMERGER CORPORATE TAX PLANNING


       DEMERGER
CORPORATE TAX PLANNING


       Meaning of DEMERGER
       In simple terms demerger is a device whereby a company without loosing its identity or existence, transfers its one (or more) undertaking or even a part or division thereof with all its assets & liabilities to another company at its book value.
       Parties to Demerger:-
1.       Demerged company
2.       Resulting company

       Demerger under sec 2(19AA)
       Demerger in relation to companies means the transfer pursuant to a scheme of arrangement under sec 391 to 394 of the companies act 1956 by a demerged company of its one or more undertakings to any resulting company in such a manner that-:
1.       All the property of the undertaking being transferred by the demerged company immediately before the demerger becomes the property of the resulting company by virtue of demerger.
2.       All the liabilities of the undertaking being transferred by the demerged company immediately before the demerger becomes the liabilities of the resulting company by virtue of demerger
3.       The property and the liabilities of the undertaking or undertakings being transferred by the demerged company are transferred at value appearing in its books of account immediately before the demerger
4.       The resulting company issues issues in consideration of demerger its shares to shareholders of the demerged company on a proportionate basis.
5.       The shareholders holding not less than three-fourth in value of the shares in demerged company ( other than shares already held therein immediately before the demerger or by a nominee for the the resulting company or its subsidiary) becomes shareholder of the resulting company
6.       The transfer of the undertaking is in going concern basis
7.       Has to fulfill the conditions laid by the central government if any


       Tax incentives
  1. To demerged company
  2. To shareholders
  3. To resulting company
       Tax incentives to demerged company
1.       No capital gain to demerged company
2.       Tax incentives to shareholders

1.       Beneficial provisions regarding counting of period of holding of new shares
2.       Calculation of the cost of acquisition of shares of resulting company as a result of demerger shall be:=
3.       (Cost of acquisition of shares held by the assess in the demerged company) X Net Book value of assets transferred/net worth of demerged company before the demerger
4.       Calculation of cost of shares held in demerged company

       Tax incentives to Resulting company
1.       Apportionment of depreciation between demerged company and resulting company
2.       Expenditure on telecommunication License
3.       Amortization of preliminary Expenses
4.       Amortization of expenditure incurred under voluntary retirement scheme
5.       Expenditure on prospecting minerals
6.       Capital expenditure on promotion of family planning
7.       Continue

8.       Provisions relating to carry forward and set off of accumulated loss and un absorbed depreciation in certain cases of demerger
9.       Demerger and deduction under sec 80-IAB
10.   Demerger and deduction under sec 80-IB
11.   Demerger and deduction under sec 80-IC
12.   Demerger and deduction under sec 80-IE
13.   Recovery of any expenditure incurred or deduction allowed earlier








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