29 February 2024
A Pvt Ltd Company gives a loan B Ltd Company. C Ltd Company holds 100% shares in B Ltd. In A Pvt Ltd, an individual shareholder possesses a 40% stake and concurrently holds a 17% share in C Limited. Simultaneously, the spouse of this individual shareholder, who owns 10% of A Pvt Company, also holds a 15% interest in C Limited. Whether this scenario falls within the purview of Section 2(22)(e).
06 July 2024
Yes, the scenario described could potentially fall within the purview of Section 2(22)(e) of the Income Tax Act, 1961. Here’s an analysis based on the details provided:
### Understanding Section 2(22)(e):
Section 2(22)(e) deals with the concept of deemed dividend and applies to certain transactions where a company distributes its accumulated profits to its shareholders or their associates, either directly or indirectly. Here’s how it applies to your scenario:
1. **Loan from A Pvt Ltd to B Ltd**: - A Pvt Ltd Company gives a loan to B Ltd Company, where C Ltd Company holds 100% shares in B Ltd. - A Pvt Ltd is indirectly providing financial assistance to C Ltd (through its subsidiary B Ltd) by extending this loan.
2. **Ownership Structure**: - In A Pvt Ltd Company: - Individual shareholder (let's call them X) holds 40% stake. - X also holds a 17% share in C Ltd. - X's spouse holds 10% stake in A Pvt Ltd and 15% share in C Ltd.
3. **Application of Section 2(22)(e)**: - Section 2(22)(e) could apply if the Assessing Officer determines that the loan given by A Pvt Ltd to B Ltd (where C Ltd is a 100% shareholder) is essentially a benefit conferred by A Pvt Ltd to its shareholders or their associates (including their relatives). - Since X and their spouse have substantial interests in A Pvt Ltd and also hold shares in C Ltd, any benefit (such as a loan extended by A Pvt Ltd to B Ltd) could be deemed as a distribution of accumulated profits of A Pvt Ltd.
### Considerations:
- **Indirect Benefit**: A Pvt Ltd providing a loan to B Ltd (owned by C Ltd) indirectly benefits the shareholders of A Pvt Ltd who have interests in C Ltd. - **Deemed Dividend**: If the Assessing Officer concludes that the loan transaction is a form of indirect distribution of accumulated profits of A Pvt Ltd to its shareholders or their associates (as defined in the Act), it could be treated as deemed dividend under Section 2(22)(e). - **Tax Implications**: Deemed dividend under Section 2(22)(e) would attract tax in the hands of the shareholders (X and spouse), and A Pvt Ltd might also have withholding tax obligations.
### Conclusion:
Given the complex ownership structure and the transaction involving a loan from A Pvt Ltd to B Ltd (a subsidiary of C Ltd), there is a risk that this arrangement could fall within the ambit of Section 2(22)(e) of the Income Tax Act. It’s crucial to seek advice from a tax professional or chartered accountant who can assess the specifics of the case and provide guidance on potential tax implications and strategies to mitigate risks.
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