Share Splits and Amalgamations: A Comprehensive Analysis from a Capital Gains Perspective

Introduction to Capital Gains Taxation on Shares

The realm of capital gains taxation in Indian income tax law is a fascinating and complex area, particularly when it comes to the taxation of shares. While certain aspects of share-related transactions, such as rights issues and bonus issues, have become relatively well understood over time, the treatment of amalgamations (mergers) and stock splits continues to present challenges for many taxpayers and tax professionals alike. These complexities arise not only from the intricacies of the legal provisions but also from the nature of the transactions themselves. When dealing with the allotment of shares in an amalgamated company to shareholders of the amalgamating company, the Income Tax Act, 1961 provides specific guidance, making the treatment of such transactions relatively straightforward. However, the situation becomes more nuanced when it comes to stock splits. The confusion surrounding stock splits can be attributed to two main factors. Firstly, while the tax treatment of rights shares and bonus shares is clearly delineated in the Act, the provisions for stock splits are not as explicitly stated. Secondly, the introduction of Section 112A and the significant date of February 1, 2018, in Section 55 of the Income Tax Act has added another layer of complexity to the interpretation of these transactions.

The complexity of these issues is further compounded when a taxpayer faces a scenario involving both a stock split and a subsequent amalgamation of companies in which they hold shares. In such cases, a clear understanding of the law and its correct interpretation becomes crucial to avoid any misapplication of the tax provisions. This article aims to demystify these important aspects of share taxation and provide clarity through practical examples.

Understanding Period of Holding 

A fundamental concept in capital gains taxation is the period of holding, which determines whether the gain or loss on the sale of an asset is classified as short-term or long-term. For listed shares, the threshold for long-term capital gains is a holding period of more than 12 months, as stipulated in the proviso to Section 2(42A) of the Income Tax Act. For unlisted shares, this period extends to 24 months. In the case of amalgamation or merger, the law provides clear guidance. Clause (c) of Explanation 1 to Section 2(42A) of the Income Tax Act, 1961 states that when a person is allotted shares in an amalgamated company, the period for which they held shares in the amalgamating company is also included in calculating the period of holding for the shares in the amalgamated company. This provision ensures continuity in the holding period despite the change in the corporate structure.

For example, if an investor acquired shares in Company X on January 17, 2014, and Company X subsequently merged with Company Y on July 1, 2015, the period of holding for the shares in Company Y would be calculated from January 17, 2014. This approach recognizes the economic reality that the investment has continued, albeit in a different corporate entity. The treatment of stock splits, however, is not as explicitly addressed in the legislation. Unlike rights issues and bonus shares, which have specific provisions, stock splits are not directly mentioned in Section 2(42A). In the absence of specific guidance, we must rely on Clause (ii) of Explanation 1 to this section, which allows for determination of the holding period based on rules that may be made by the Board. Interestingly, even Rule 8AA, which was notified to provide clarity on such matters, is silent on the treatment of stock splits. However, given the nature of a stock split – which does not change the overall value of the holding but merely increases or decreases the number of shares – it is logical and fair to consider the period of holding from the date the original shares were acquired.

For instance, if an investor bought 100 shares of Company X with a face value of ₹100 on April 1, 2023, and the company subsequently split the shares in a 1:10 ratio, reducing the face value to ₹10, the investor would now hold 1,000 shares. In this scenario, the period of holding for all 1,000 shares would be reckoned from April 1, 2023, as the economic substance of the investment remains unchanged.

Cost of Acquisition in Amalgamations and Stock Splits

Having established our understanding of the period of holding, we can now turn our attention to another crucial aspect of capital gains computation: the cost of acquisition. This is primarily governed by Sections 49 and 55 of the Income Tax Act. In the case of amalgamation, Section 49(2) provides clear guidance. When shares in an amalgamated company are allotted to an assessee by virtue of holding shares in the amalgamating company, the cost of acquisition of these new shares is deemed to be the cost of acquisition of the shares in the amalgamating company. This provision ensures that the original investment cost is carried forward to the new shares, maintaining the tax basis of the investment. However, it’s important to note the impact of Section 55(2)(ac), which was introduced to provide relief to long-term investors in the wake of the reintroduction of long-term capital gains tax on listed equity shares. This section stipulates that for equity shares acquired before February 1, 2018, which qualify as long-term capital assets, the cost of acquisition shall be the higher of:

1. The actual cost of acquisition
2. The lower of: a) The Fair Market Value (FMV) of the equity share as on January 31, 2018 b) The full value of consideration received on transfer of such shares

This provision effectively ‘steps up’ the cost basis for shares acquired before February 1, 2018, potentially reducing the taxable gain on their sale. The determination of the Fair Market Value (FMV) as on January 31, 2018, is crucial in this context. The Act provides specific guidelines for calculating this FMV, which vary depending on whether the shares were listed or unlisted on that date:

1. For shares listed on a recognized stock exchange as on January 31, 2018:
   • The FMV is the highest price quoted on the exchange on that date.
   • If there was no trading on that date, the highest price on the immediately preceding trading day is considered.
2. For shares not listed on January 31, 2018, but listed on the date of transfer:
   • The FMV is considered to be the cost of acquisition.
3. For shares acquired in consideration of shares that were not listed on January 31, 2018, but are listed on the date of transfer:
   • Again, the FMV is considered to be the cost of acquisition.

These provisions ensure that the cost basis for long-term holdings is adjusted to reflect the market value as of the date when long-term capital gains tax was reintroduced, providing a measure of tax relief for long-term investors. When it comes to stock splits, the law is less explicit. Unlike bonus shares, where the cost is generally considered nil (except for bonus shares acquired on or before January 31, 2018), shares acquired as a result of a stock split cannot be assigned a nil cost. This is where Section 55(2)(b)(v) becomes relevant. This clause addresses cases where shares of a company became the property of the assessee due to consolidation of shares into larger amounts or sub-division into smaller amounts – precisely what happens in a stock split. According to this provision, the cost of such shares is to be determined with reference to the cost of the original shares from which they are derived. In practice, this means that the original cost is apportioned across the increased number of shares resulting from the split.

For example, if an investor acquired 100 shares of Company A (face value ₹100) for ₹120 per share, and the company subsequently split the shares into 1,000 shares of face value ₹10, the cost computation would be as follows:

• Total original cost: ₹12,000 (100 shares @ ₹120 each)
• New cost per share after split: ₹12 (₹12,000 / 1,000 shares)
• Cost of original 100 shares: ₹1,200 (₹12 * 100)
• Cost of additional 900 shares from split: ₹10,800 (₹12 * 900)

This approach ensures that the total cost basis remains unchanged, while appropriately allocating it across the increased number of shares resulting from the split.

Practical Application: Stock Split Followed by Amalgamation

To better illustrate the application of these principles, let’s consider a practical scenario involving both a stock split and a subsequent amalgamation. This example will help elucidate the nuances of cost computation and capital gains calculation in such complex situations.

Case Study: An investor, X, holds 50 shares in Company A and 100 shares in Company B. These shares were acquired on January 1, 2018, at a cost of ₹40,000 and ₹7,000 respectively, and are listed on the Bombay Stock Exchange. In 2022, Company B implemented a 1:10 stock split. Subsequently, in February 2024, Company A merged with Company B, with shareholders of Company A receiving 79 shares in Company B for every 10 shares held. In March 2024, X sold 1,295 shares in Company B for a consideration of ₹194,250.

The challenge here is to correctly compute the cost of acquisition and the resulting capital gains for X. Let’s break this down step by step:

Step 1: Determine the total shares held on the date of sale

• Original shares in Company A: 50
• Original shares in Company B: 100
• Additional shares from Company B stock split: 900 (100 * 9)
• Shares received in Company B due to merger: 395 (50 / 10 * 79) Total shares held: 1,395 (50 + 100 + 900 + 395)

Step 2: Calculate the cost of shares after stock split and amalgamation For Company A shares:

• Total shares after amalgamation: 395
• Original cost: ₹40,000
• Cost per share: ₹40,000 / 395 = ₹101.27
• Cost of original 50 shares: 50 * ₹101.27 = ₹5,063
• Cost of 345 shares allotted on amalgamation: 345 * ₹101.27 = ₹34,938
• Total cost of Company A shares: ₹40,001

For Company B shares:

• Total shares after split: 1,000
• Original cost: ₹7,000
• Cost per share: ₹7,000 / 1,000 = ₹7
• Cost of original 100 shares: 100 * ₹7 = ₹700
• Cost of 900 shares from stock split: 900 * ₹7 = ₹6,300
• Total cost of Company B shares: ₹7,000

Step 3: Determine the cost of acquisition for capital gains purposes This step is crucial as it involves applying the provisions of Section 55(2)(ac) for shares acquired before February 1, 2018. We need to compare the actual cost with the fair market value (FMV) as on January 31, 2018, and the sale value.

Assuming the FMV of Company A shares was ₹913 per share and Company B shares was ₹75 per share on January 31, 2018:

For 50 shares of Company A:

• Actual cost: ₹5,063
• FMV on 31/01/2018: 50 * ₹913 = ₹45,650
• Sale value: (7,500 / 1,295) * 50 = ₹289.57 * 50 = ₹14,478 Cost of acquisition: Higher of ₹5,063 and lower of ₹45,650 and ₹14,478 = ₹14,478

For 100 shares of Company B:

• Actual cost: ₹700
• FMV on 31/01/2018: 100 * ₹75 = ₹7,500
• Sale value: (15,000 / 1,295) * 100 = ₹1,158 * 100 = ₹115,800 Cost of acquisition: Higher of ₹700 and lower of ₹7,500 and ₹115,800 = ₹7,500

For 900 split shares of Company B and 245 allotted shares from amalgamation, the actual cost will be considered as they were acquired after January 31, 2018.

Step 4: Calculate the capital gains Assuming the shares are sold in the order of acquisition (FIFO method):

1. 50 shares of Company A: Sale value: ₹7,500 Cost of acquisition: ₹7,500 Capital gain: ₹0
2. 100 shares of Company B: Sale value: ₹15,000 Cost of acquisition: ₹7,500 Capital gain: ₹7,500
3. 900 split shares of Company B: Sale value: ₹135,000 Cost of acquisition: ₹6,300 Capital gain: ₹128,700
4. 245 allotted shares from amalgamation: Sale value: ₹36,750 Cost of acquisition: ₹24,810 Capital gain: ₹11,940

Total capital gain: ₹148,140

All these gains would be considered long-term capital gains as the original shares of both Company A and B were held for more than 12 months. The period of holding for the split shares is considered the same as that of the original shares, and the period for which shares were held in Company A is also considered in determining the period of holding of shares received in Company B due to the amalgamation.

Conclusion and Key Takeaways: Capital Gains Taxation on Shares, Amalgamations, and Stock Splits

The taxation of capital gains arising from share splits and amalgamations presents a complex yet fascinating area of Indian tax law. While the provisions for amalgamations are relatively straightforward, the treatment of stock splits requires careful interpretation of the existing provisions.

Key points to remember include:

1. In amalgamations, the period of holding of shares in the amalgamating company is included when calculating the holding period for shares in the amalgamated company.
2. For stock splits, while not explicitly stated in the law, it’s logical to consider the holding period from the date of acquisition of the original shares.
3. The cost of acquisition for shares received in an amalgamation is deemed to be the cost of the shares in the amalgamating company.
4. For stock splits, the original cost is apportioned across the increased number of shares.
5. The introduction of the grandfathering clause (Section 55(2)(ac)) for shares acquired before February 1, 2018, adds another layer of complexity but also provides potential tax relief for long-term investors.
6. In scenarios involving both stock splits and amalgamations, careful allocation of costs and consideration of the grandfathering provisions are crucial for accurate capital gains computation.

As the Indian capital market continues to evolve and corporate actions like stock splits and amalgamations become more frequent, a clear understanding of these tax provisions becomes increasingly important for investors, tax professionals, and corporate decision-makers alike. While the current provisions provide a framework for dealing with these situations, there is still room for more explicit guidance, particularly in the case of stock splits. As always in tax matters, when faced with complex scenarios involving multiple corporate actions, it’s advisable to maintain detailed records of all transactions and seek professional advice to ensure compliance with the latest tax regulations. The field of capital gains taxation on shares remains an area where continued attention to legislative updates and judicial interpretations is crucial for all stakeholders in the Indian financial ecosystem.