Taxability of share transfer of a closely held company

Amit M (Founder and CEO) (22 Points)

07 July 2024  

Individual A is a majority shareholder in Company C, which is a privately held company. In Aug 2023, C issues fresh shares to another company X. At the same time, C also issues Convertible Debentures to X where the conversion ratio is fixed at 1:1. The shares as well as the debentures are of face value Rs 10 but issued at Rs 300 (i.e. premium of Rs 290). X now holds 60% equity in C on a fully-diluted basis. Both C and X are Indian companies and A is also an Indian national.

In May 2024, C converts the debentures into shares. Immediately after conversion, A buys 45% of the holding from X at face value i.e. Rs 10 as X fails to meet some of the covenants agreed upon at the time of the issuance.

Considering that the shares which were originally valued at Rs 300 have now changed hands at Rs 10, is there any tax implication of the transfer either on A, C or X?