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Nov 22, 2014 - CORPORATE TAX PLANNING Assignment on AMALGAMATION Submitted by Nikhil D. Kesarkar Roll No. 884 AMALGAMATI

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CORPORATE TAX PLANNING INCOME -TAX HISTORY - System of Direct Taxation was in existence even during Hindu period, then during (/documents/corporate-tax-planningBritish period 1860 Act, amendments made in… 558455eac0547.html)

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Transcript CORPORATE TAX PLANNING Assignment on AMALGAMATION Submitted by Nikhil D. Kesarkar Roll No. 884 AMALGAMATION Amalgamation is a blending of two or more existing undertakings into one undertaking. The shareholders of each blending company become substantially the shareholders in the company which is to carry on the business of the blended undertakings. There may be amalgamation either by transfer of two or more undertakings to a new company, or by the transfer of one or more undertakings to an existing company. Meaning of Amalgamation under the Income Tax Act [Sec 2(1B)] "Amalgamation", in relation to companies, means the merger of one or more companies with another company or the merger of two or more companies to form one company (the company or companies which so merge being referred to as the amalgamating company or companies and the company with which they merge or which is formed as a result of the merger, as the amalgamated company) in such a manner that a) All the property of the amalgamating company or companies immediately before the amalgamation becomes the property of the amalgamated company by virtue of the amalgamation; b) All the liabilities of the amalgamating company or companies immediately before the amalgamation become the liabilities of the amalgamated company by virtue of the amalgamation; c) Shareholders holding not less than three-fourths in value of the shares in the amalgamating company or companies (other than shares already held therein immediately before the amalgamation by, or by a nominee for, the amalgamated company or its subsidiary) become shareholders of the amalgamated company by virtue of the amalgamation. Actual cost and written down value when assets are transferred in scheme of amalgamation [Sec 43]: When a capital Asset [Sec 43(1)]: Where, in a scheme of amalgamation, any capital asset is transferred by the amalgamating company to the amalgamated company and the amalgamated company is an Indian company, the actual cost of the transferred capital asset to the amalgamated company shall be taken to be the same as it would have been if the amalgamating company had continued to hold the capital asset for the purposes of its own business. When a Block of Asset is transferred [Sec 43(6)]: Where in any previous year, any block of assets is transferred, by the amalgamating company to the amalgamated company in a scheme of amalgamation, and the amalgamated company is an Indian company, the actual cost of the block of assets in the case of the transferee-company or the amalgamated company, as the case may be, shall be the written down value of the block of assets as in the case of the transferorcompany or the amalgamating company for the immediately preceding previous year as reduced by the amount of depreciation actually allowed in relation to the said preceding previous year. Transfer of capital assets in amalgamation-when not treated as transfer [Sec 47] Transfer of capital assets to amalgamated Indian company [Sec47 (vi)]: Any transfer, in a scheme of amalgamation, of a capital asset by the amalgamating company to the amalgamated company is not taken as a transfer a) If the amalgamated company is an Indian company; b) The scheme of amalgamation satisfies the condition of section 2(1B). Transfer of shares in an Indian company held by a foreign company to another foreign company in a scheme of amalgamation [Sec 47 (via)] Any transfer, in a scheme of amalgamation, of a capital asset being a share or shares held in an Indian company, by the amalgamating foreign company to the amalgamated foreign company, if – a) At least twenty-five per cent of the shareholders of the amalgamating foreign company continue to remain shareholders of the amalgamated foreign company, and b) Such transfer does not attract tax on capital gains in the country, in which the amalgamating company is incorporated; Allotment of shares in amalgamated company to the shareholders of amalgamating company [sec 47 and 49(2)] Any transfer by a shareholder, in a scheme of amalgamation, of a capital asset being a share or shares held by him in the amalgamating company, if a) The transfer is made in consideration of the allotment to him of any share or shares in the amalgamated company, and b) The amalgamated company is an Indian company; In the aforesaid cases, the cost of acquisition of the asset shall be deemed to be the cost of acquisition to him of the share or shares in the amalgamating company. Carry forward and set-off of losses [Sec 72A] The accumulated loss and unabsorbed depreciation of the amalgamating company shall be deemed to be loss/depreciation of the amalgamated company subject to following conditions: 1. Amalgamation of a company owning industrial undertaking, shipping business, hotel business or a banking company. 2. The amalgamating company has been engaged in the business for three or more years. 3. The amalgamating company has continuously held 75% of the book value of fixed assets for two years prior to the date of amalgamation. 4. The amalgamated company continues to hold 75% of the book value of fixed assets of amalgamating company for five years. 5. The amalgamated company should continue the business the business of the amalgamating company for a period of five years. 6. The amalgamated company should achieve level of production of at least 50% before the end of four years. 7. The amalgamated company shall furnish certificate about particulars of production.

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