IDFC First Bank and IDFC Ltd. have recently announced a merger, with IDFC Ltd. set to merge into IDFC First Bank.
Merger, as the term suggests is when two companies combine to form a single entity. In cases where one company is significantly larger and buys the other, it is called acquisition.
Now, whenever a merger or an acquisition happens, the shareholders of the dissolving company are offered shares of the surviving company at a predetermined ratio.
In the above case, shareholders will receive 155 shares of IDFC First Bank for every 100 shares of IDFC Ltd. they hold.
But, are shares received in a merger or acquisition taxable?
In case of mergers and acquisitions, where the existing shares are swapped for shares in the new company, the transaction is not considered as ‘transfer of assets’ and hence, not taxable. But, in many cases, where the swap ratio results in an issue of fractional shares which are settled in cash, you will have to bear some tax liability.
To understand better, let’s continue with the IDFC example.
Say you have 150 shares of IDFC Ltd. which were bought in April 2021 for ₹50 per share.
- With the swap ratio of 155:100, you’ll be entitled to receive 232.5 shares of IDFC First Bank.
- Since India doesn’t allow fractional shares, you will receive 232 shares, and the 0.5 fractional share will be paid to you in cash.
The shares credited will not be taxable while the cash received against fractional shares will be taxed as capital gains in the same financial year.
Now, if you decide to sell these IDFC First Bank shares at ₹80 per share, here’s how the capital gains would be calculated:
Lastly, remember:
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Capital gains on the shares will be taxed in the financial year you sell them.
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The holding period for the shares will be calculated from when you originally bought shares. In this case, since the shares were purchased in 2021, the gains will be long-term and taxed at 12.5%.