Reconstruction and Restructuring (merger and
Author : stefany-barnette | Published Date : 2025-05-28
Description: Reconstruction and Restructuring merger and corporation Important issues under IT Act 1961 Saturday 05102024 The Park Kolkata EIRC of ICAI Pradip N Kapasi Chartered Accountant Synopsis I Insolvency Bankruptcy Code 2016
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Transcript:Reconstruction and Restructuring (merger and:
Reconstruction and Restructuring (merger and corporation ) – Important issues under I.T. Act, 1961 Saturday , 05.10.2024 The Park Kolkata EIRC of ICAI Pradip N. Kapasi Chartered Accountant Synopsis -I Insolvency & Bankruptcy Code, 2016 – Interplay With ITA Buy-back of shares Gift by company Slump sale Amalgamation Demerger Company to LLP 2 Pradip N. Kapasi Chartered Accountant Synopsis - II Corporatisation Part XXI of Companies Act, 2013 Firm to company Proprietary concern to company Firm to LLP Holding – Subsidiary – Holding Liquidation Deemed dividend Case Studies 3 Pradip N. Kapasi Chartered Accountant IBC & ITA – I S.2(24), 4, 5, 28(i)(iv), 41(i), 43B, 45, 56, 79, 115JB, 140, 170, 170A, 178 and 194R Rebates Reliefs and Waivers by NCLT/ AT Sundry creditors for goods Sundry creditors for services Labour dues Outstanding interest payable Advances against goods Deposits Cash credits and overdrafts Secured loans Unsecured loans Government dues Issue of shares against liabilities 4 Pradip N. Kapasi Chartered Accountant IBC & ITA - II Profits and gains on sale of assets Unabsorbed depreciation Unabsorbed loses and S.79 IBC expenses Minimum Alternative Tax, post IBC effects TDS u/s 194R S.30 and s.238 of IBC Resolution plan and order of NCLT AS and Ind AS 109 5 Pradip N. Kapasi Chartered Accountant IBC & ITA - III Press Release and FA, 2018 Circular No.18 dated 10.09.2022 Circular No. 12 dated 16.06.2022 GST implications Types of Resolutions Clean slate concept 6 Pradip N. Kapasi Chartered Accountant Buy-Back of Shares -I (S. 2(22)(f), 46A, 57) W.e.f. 1st October 2024 Dividend to include – any payment by a company (to a shareholder) in purchase of from a shareholder its own shares (any type) as per S. 68 of Companies Act, 2013 Clause (iv) omitted from exclusions Computation of Capital Gains as per S.46A Buy Back to be transfer of shares FVC deemed to be nil Resulting loss and s.70 & s.71 7 Pradip N. Kapasi Chartered Accountant Buy-Back of Shares -II No deduction from amount taxed u/s 2(22)(f) not even 1/5th of expenses No Tax exemption u/s 10(34A) for income on buy back No BBT u/s 115QA for buy back taking place on or after 1.04.2024 TDS u/s 194 @ 10% w.e.f. 01.10.2024 8 Pradip N. Kapasi Chartered Accountant Buy-Back of Shares –III To Note set-off and carry forward of loss – anomalous examples in EM year of receipt and payment –inconsistencies in 3
