Income tax: Taxation of shares and fractional shares received on the merger

In conjunction with the merger between HDFC and HDFC Bank, I am entitled to fractional shares of HDFC Bank Limited. How and when will the transaction be taxed? How do I report fractional entitlement on the ITR's Schedule 112A, which does not accept fractional quantities of shares?

In accordance with Section 47 of the Income Tax Act, the allotment of shares upon the merger of two companies is not considered a transfer; therefore, there are no tax implications for the shares of HDFC Bank Ltd. that were allotted to you in exchange for your shares in HDFC Ltd. When determining whether the profits are short-term or long-term capital gains, the combined holding period of HDFC Limited and HDFC Bank Ltd. must be considered upon the sale of the merger-allocated shares. The cost incurred to acquire HDFC Ltd. shares must be accounted for when determining the cost of HDFC Bank shares allocated, and the cost of HDFC Bank Limited shares sold must be calculated accordingly.

If the shares were acquired prior to February 1, 2018, the closing price of HDFC Ltd. shares on January 31, 2018 will be considered the cost of the HDFC Ltd. shares, provided that STT is paid on both the purchase and sale of the shares. Beyond the initial rupee one lakh, long-term capital gains on listed shares and equity mutual funds are taxed at 10% without indexation. 15% is the fixed rate applicable to short-term capital gains.

Regarding money received for fractional entitlement of shares, since the fractional shares are not sold by you and STT is therefore not paid on such fractional shares, the money cannot be taxed under Section 112A, which applies if STT has been paid. In my opinion, the long-term capital gains on such fractional shares would be taxed at a rate of 20% after applying indexation to the proportional cost of fractional shares relative to the money you received. Please note that you must apply indexation to the actual cost of the purchase. In my opinion, the grandfathering benefit of taking the closing price on January 31, 2018 if the shares were acquired prior to February 1, 2018 is not available in this scenario.

If the shares of HDFC Limited were held for less than a year, the profit from the sale of fractional shares of HDFC Bank Limited would be considered short-term capital gains and taxed at the applicable slab rate.

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