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Buyback of shares ordinarily means repurchasing of shares by the company that issued them. The company pays the shareholders the market value of the shares and reclaims the ownership that was previously distributed.
A company raises share capital by distributing shares and raising capital. Therefore it may seem contradictory for companies to buy back the shares and pay money to shareholders. The reasons for the same can be as follows:
The provisions of Income Tax with regard to buyback of shares are covered under Sec 115 QA of the Finance Act, 2013 which applied to only unlisted companies which warranted a tax of 20% on the distributed income.
The rationale for the introduction of the provision was that unlisted companies resorted to buyback of shares in order to avoid dividend distribution tax.
As the buyback was charged as capital gains in the hands of the shareholder and dividend distribution tax was charged to the company. Therefore the amendment was introduced as an anti-tax avoidance measure.
The Union Budget 2019 announced the said section to be applicable to the listed companies as well. The amendment is effective for all buybacks post-July 5, 2019, vide Finance Act (No.2) 2019.
|Provisions||Listed Companies||Unlisted Companies|
|Buyback Tax||Applicable to all Listed Companies resorting to buyback of shares post July 5, 2019 as per Finance (No 2) Act 2019||Applicable since the Finance Act 2013|
|Capital Gains Tax||No longer applicable to the investor||Not applicable to the investor since the Finance Act 2013|
The following illustration will bring clarity to the changes effected by the amendment.
A listed company Delta Ltd repurchased 1,000 shares in May 2019 (prior to amendment) at the current market price of Rs. 500. The issue price for the same is Rs 50.
Delta Ltd repurchases 500 shares in August 2019 (post amendment), with a market price of Rs. 650 with an issue price of Rs. 50.
The said amendment now brings at par both the methods of income distribution that is dividend payout and buyback of shares.
In fact, companies will now show a greater preference for the dividend payout as the buyback rules are more relatable to unlisted companies.
The computation of “amount received by the company for the issue of shares” will lead to absurd results for listed companies.
Another concern that the amendment raises is that the shares of listed companies being tradeable pass through many hands. Every time a shareholder sells his shares, he will incur short term or long term capital gains on the differential price (Market price – Purchase price).
Now when the company buys back the shares, it again incurs tax on the differential price (Market Price – Issue Price). Therefore there is a possibility of double taxation. The same occurrence is less likely in the case of Unlisted Companies.
The company that has surplus funds and no viable investment opportunity to invest in will look to distribute the surplus.
While dividend payout and buyback both result in payouts, buyback warrants a smaller shareholding and higher Earnings Per Share also compact ownership.
With the recent amendment, the tax implications under both methods stand at par and hence companies will have to consider all the factors before distributing its surplus either through buyback or dividend payout.
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