Long term capital gains tax benefit taken away for shares sold in a buyback offer, sale value to be taxed like dividend income

Budget 2024 has proposed to treat the income received by selling of shares in a buyback offer of the company to be taxable in the hand of investors. The budget memorandum says “References have been received stating that pay-outs on buy-back of shares should be taxed in hands of recipients, in line with similar regime in place for taxation of dividend.”.Both dividend as well as buy-back are methods for the company to distribute accumulated reserves and thus ought to be treated similarly. In addition, there is extinguishment of rights for the shareholders who are tendering their shares in the buy-back by domestic company, to the extent of shares bought back by such company from shareholders. The cost of acquisition of such shares also needs to be accounted for in some manner.

It is therefore, proposed that, the sum paid by a domestic company for purchase of its own shares shall be treated as dividend in the hands of shareholders, who received payment from such buy-back of shares and shall be charged to income-tax at applicable rates. No deduction for expenses shall be available against such dividend income while determining the income from other sources. The cost of acquisition of the shares which have been bought back would generate a capital loss in the hands of the shareholder as these assets have been extinguished. Therefore, when the shareholder has any other capital gain from sale of shares or otherwise subsequently, he would be entitled to claim his original cost of acquisition of all the shares (i.e. the shares earlier bought back plus shares finally sold). It shall be computed as follows:

(i) deeming value of consideration of shares under buy-back (for purposes of computing capital loss) as nil;
(ii) allowing capital loss on buy-back, computed as value of consideration (nil) less cost of acquisition;
(iii)Allowing the carry forward of this as capital loss, which may subsequently be set-off against consideration received on sale and thereby reduce the capital gains to this extent.Example :

• 100 shares bought in 2020 @Rs. 40/- per share
• Total cost of acquisition Rs. 4000/-
• 20 shares bought back in 2024 @Rs. 60/- per share
• Income taxable as deemed dividend Rs. 1200/-
• Capital loss on such buyback (Rs. 40 *20) Rs. 800/-
• 50 Shares sold in 2025 @Rs. 70 per share
• Capital Gain (3500 – 2000) Rs. 1500
• Chargeable capital gain after set off Rs. 700

Budget 2024 has proposed to treat the income received by selling of shares in a buyback offer of the company to be taxable in the hand of investors. The budget memorandum says “References have been received stating that pay-outs on buy-back of shares should be taxed in hands of recipients, in line with similar regime in place for taxation of dividend.”.Both dividend as well as buy-back are methods for the company to distribute accumulated reserves and thus ought to be treated similarly. In addition, there is extinguishment of rights for the shareholders who are tendering their shares in the buy-back by domestic company, to the extent of shares bought back by such company from shareholders. The cost of acquisition of such shares also needs to be accounted for in some manner.

It is therefore, proposed that, the sum paid by a domestic company for purchase of its own shares shall be treated as dividend in the hands of shareholders, who received payment from such buy-back of shares and shall be charged to income-tax at applicable rates. No deduction for expenses shall be available against such dividend income while determining the income from other sources. The cost of acquisition of the shares which have been bought back would generate a capital loss in the hands of the shareholder as these assets have been extinguished. Therefore, when the shareholder has any other capital gain from sale of shares or otherwise subsequently, he would be entitled to claim his original cost of acquisition of all the shares (i.e. the shares earlier bought back plus shares finally sold). It shall be computed as follows:

(i) deeming value of consideration of shares under buy-back (for purposes of computing capital loss) as nil;
(ii) allowing capital loss on buy-back, computed as value of consideration (nil) less cost of acquisition;
(iii)Allowing the carry forward of this as capital loss, which may subsequently be set-off against consideration received on sale and thereby reduce the capital gains to this extent.Example :

• 100 shares bought in 2020 @Rs. 40/- per share
• Total cost of acquisition Rs. 4000/-
• 20 shares bought back in 2024 @Rs. 60/- per share
• Income taxable as deemed dividend Rs. 1200/-
• Capital loss on such buyback (Rs. 40 *20) Rs. 800/-
• 50 Shares sold in 2025 @Rs. 70 per share
• Capital Gain (3500 – 2000) Rs. 1500
• Chargeable capital gain after set off Rs. 700