Corporate Actions – Meaning & Taxation

When a company issues a corporate action, it has a direct effect on the securities issued by that company. If an individual holds stocks in such a company or is a potential investor then it becomes essential to understand how will a corporate action affect the company. This article will give a clearer idea of some common types of corporate actions and how they can affect shareholders.

What is Corporate Action?

A corporate action is an activity that brings material change to an organization and impacts its stakeholders that includes the shareholders of the firm. A corporate action is initiated by the board of directors and approved by the shareholder of the firm.

Corporate Actions For Equity Shareholders

‌Income Tax on Buy Back of Shares

‌A buyback is a company’s method to invest in itself by buying shares from other investors in the market. Buybacks reduce the number of shares outstanding in the market. However, the buyback of shares is an important corporate restructuring method.‌

The company buys back shares from existing shareholders at an issue price. Thus, an existing shareholder sells shares to the company at the issue price.‌

Example:

Listed company ABC Ltd repurchased 1,000 shares at the market price of INR 700 and issue price of INR 100.‌

  • Unlisted Companies Exempt from tax in the hands of the investor since FY 2013-14
  • Listed Companies: Up to 05/07/2019 Buy-Back of Shares is treated as a sale of shares and thus capital gains income in hands of the investor. LTCG is taxed at 10% in excess of INR 1 lac under Sec 112A STCG is taxed at 15% under Sec 111A. After 05/07/2019 Buy-Back of Shares is treated as a sale of shares and thus capital gain income in hands of the investor. LTCG & STCG are both Exempt Income for the investor since the company pays buyback tax at 20%.

‌Corporate Actions for Dividend

‌A dividend payout is when the company shares its profit with the shareholders. It can be in the form of cash or stock, which is issued at a specified interval of time i.e. quarterly, semi-annually, or yearly.‌

Income Tax for Dividend

  • Dividend from Foreign Company: Such dividend is taxable at Slab Rates under the head IFOS (Income From Other Sources)
  • Dividend from Domestic Company: Up to FY 2019-20, this was exempt up to INR 10 lacs. FY 2020-21 Onwards, this dividend is taxable at Slab Rates under the head IFOS. TDS under Section 194 is deducted at the rate of 10% if the aggregate dividend during the financial year exceeds INR 5000. If the payee does not provide the PAN, TDS shall be deducted at the rate of 20%.
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Corporate Action for Dividend on Preference Shares

Dividend on preference shares is the dividend distributed by a Company on each preference share held by the investor. ‌

Income Tax on Dividend on Preference Shares

  • Dividend from Foreign Company: Such dividend is taxable at Slab Rates under the head IFOS (Income From Other Sources)
  • Dividend from Domestic Company: Up to FY 2019-20, this was exempt up to INR 10 lacs. FY 2020-21 onwards dividend on preference shares held by customers is taxable at Slab Rates under the head IFOS. TDS under Section 194 is deducted at the rate of 10% if the aggregate dividend during the financial year exceeds INR 5000. If the payee does not provide the PAN, TDS shall be deducted at the rate of 20%.

Corporate Action for Amalgamation

An amalgamation is the combination of two or more companies into a larger single company.‌

  • Mergers (one survivor) – purchasing company buys the selling company’s assets
  • Acquisition (two survivors) – purchasing company acquires more than 50% of the shares of the acquired company

Example:‌

Under the Merger of IDFC Bank and Capital First, Akash had purchased 10 shares of Capital First in 2011 and is still holding the stock. The companies have agreed to a swap ratio of 139:10. Hence, Akash will get 139 shares of IDFC Bank in exchange for his 10 Capital First shares.‌

Income Tax for Amalgamation

Issue of new shares in exchange for old shares is not treated as a transfer and is thus not taxable.‌

  • Sale of Shares of New Company: LTCG is taxed at 10% in excess of INR 1 lac under Sec 112A. STCG is taxed at 15% under Sec 111A. Cost of Acquisition = Original Purchase Price * Quantity. The benefit of grandfathering scheme is not available for new shares received in exchange for old shares. Thus, the Grandfathering Rule as per Sec 112A does not apply even if the new shares were allotted before 31st January 2018.
  • Sale of Shares of Old Company: LTCG is taxed at 10% in excess of INR 1 lac under Sec 112A and STCG is taxed at 15% u/s 111A. Grandfathering Rule as per Sec 112A applies if the new shares were allotted before 31st January 2018.

Corporate Action for Bonus Issue

Company issues Bonus Shares to existing shareholders as an alternative to paying dividends. The company issues bonus shares to existing shareholders as on record date in a decided ratio‌.

Example:

Listed company ABC Ltd announces bonus issue of shares of 1:5. Thus, a shareholder will receive 5 new shares for each share held.‌

Income Tax on Bonus Issue

  • On the Issue of Bonus Shares: bonus shares at the time of issue are not taxable.
  • On Sale of Shares: LTCG is taxed at 10% in excess of INR 1 lac and STCG is taxed at 15%. The Period of Holding is calculated separately for original shares and bonus shares. The Capital Gains are calculated separately for original shares and bonus shares. The Cost of Acquisition in the case of Bonus Shares is NIL.

Corporate Action for Right Issue of Equity Shares

With an objective to raise fresh capital, company offers right shares to existing shareholders as on record date in a decided ratio.‌

Example:

Listed company XYZ Ltd announces a right issue of shares of 1:5 at an issue price of INR 200 with a market price of INR 350. Thus, a shareholder can buy 5 new shares at INR 200 for each share held.‌

Income Tax on Right Issue of Equity Shares

  • On Issue of Right Shares: The issue of right shares is not taxable.
  • On Sale of Shares: LTCG is taxed at 10% in excess of INR 1 lac and STCG is taxed at 15%. The period of holding is calculated separately for original shares and right shares. Capital Gains are calculated separately for original shares and right shares. Cost of Acquisition in the case of Right Shares is a price paid for acquiring the right shares. Amount paid to acquire the rights entitlement can be added to the purchase value to arrive at the total cost of the acquisition for computing capital gains.

Corporate Action for Spin Off

Spinoff refers to the dissolution of a subsidiary business entity from its parent company to form a new smaller independent organization. In a spinoff, a particular section of the parent company is separated from the main business. The spun-off company gets its own unique identity different from the parent company. In a spinoff, the existing shareholders of the parent company receive shares of the spin-off company as special dividends.‌

Example:‌

Shareholder has 100 shares of company A, Rs10 per share. Company A spins-off one of its divisions into Company B. Company A says that for each 10 shares of Company A that you own, you will be given 3 shares in Company B. It also says that Company B made up 30% of its total value so the value of Company A’s shares will be reduced by 30%.‌

Company A’s value becomes 700 post reduction and also gets Company B’s 30 shares (300 value) leading up to 1,000 (original value)‌

Income Tax on Spin Off

  • Spin-Off When the shareholders of the parent company are allotted the new shares in a resulting company after the spin-off, there would be no tax implication.
  • Sale of Shares: LTCG is taxed at 10% in excess of 1 lac and STCG at 15%. To calculate the Period of Holding for computing Capital Gains, the acquisition date of new shares would be the same as the acquisition date of original shares.

Corporate Action for Stock Split

Stock Split is a division in the shares of the company thus increasing the number of shares keeping the market cap the same.‌

Example:

Listed company XYA Ltd announces a stock split from INR 10 face value to INR 2 face value. Thus, a shareholder having one share of INR 10 face value would now hold 5 shares of INR 2 face value.‌

Income Tax on Stock Split

  • In Stock Split, the transaction of the stock split is not taxable.
  • Sale of Shares: LTCG is taxed at 10% in excess of 1 lac and STCG at 15%. To calculate the Period of Holding to compute Capital Gains, the acquisition date of split shares would be the same as the acquisition date of original shares To calculate Capital Gains, the Cost of Acquisition would be proportionately divided between the original and split shares.

FAQs

How will I know about any corporate action taken by the company?

The companies always communicate any corporate actions that they have taken to their shareholders. If one is not a shareholder, one can visit the official websites of NSE and BSE, and look at corporate announcements.

What is the meaning of voluntary and mandatory corporate action?

In a voluntary corporate action, shareholders have the choice to participate or not to. In a mandatory corporate action, shareholders have to compulsorily participate.

Got Questions? Ask Away!

  1. Hey @vivek25, Sale of these right shares, LTCG is taxed at 10% in excess of INR 1 Lakh and STCG is taxed at 15%. The period of holding is calculated from the time the right shares are allotted. The Capital Gains Tax on the sale of Right Shares would be computed in the same manner as Capital Gains on the sale of Bonus Shares except for the fact that in case of Right Shares the cost of acquisition for acquiring the Right Shares would be the price paid for acquiring the right shares. In your case, it will be considered as Short Term Capital Gains since your holding period for these equity shares is less than 12 months.