Business management has evolved over the years. The cut-throat competition has compelled businesses to become multifaceted. Today, organisations are not focused on a single segment but offer a range of products and services under different brand names. It enables businesses to sell off a segment at the time of need. The slump sale section governs taxation proceeds on any income earned through this sale.
The continuous amendments have resulted in endless ambiguities with regards to slump sale India. This article illustrates the applicability of the slump sale income tax in detail.
A slump sale is a sale where you sell an undertaking without taking the values of individual assets and liabilities into account.
According to Section 2(19AA), an undertaking is any part of the division or business activity that does not include individual assets or liabilities.
However, determining the value of assets and liabilities for stamp duty, registration fee, or other taxes does not disqualify the sale from being a slump sale.
If the transfer of undertakings satisfies the following, it is a slump sale:
The business is sold off as a whole, going concern
Sale is made for a lump-sum consideration
Materials available on record do not include any item-wise values
The subject matter of the slump sale must be an undertaking of the assessee
The undertaking must be a part of a corporate or non-corporate entity
Slump sale must be of one or more undertakings
The transfer of an undertaking must be the result of a sale
The consideration must be lump-sum and the assessee must arrive at it without computing individual values
The consideration must be in cash or by issuing shares of the transferor company
Transfer of assets without transferring liabilities is not a slump sale
The gain or loss earned through the slump sale is treated as a capital gain or loss under the Income Tax Act, 1961. Here's the prescribed way of computation.
Total value of consideration
XXX
Particulars |
Rupees (₹) |
(-) Transfer-related expenses |
XXX |
Net consideration |
XXX |
(-) Cost of acquisition |
XXX |
Capital gain or loss |
XXX |
Factor in the following while computing gains and losses.
The slump sale is governed under a special provision, and hence Section 50B overrides other provisions of the Income Tax Act.
In this scenario, gains and losses are regarded as long-term capital gains/losses. However, if the undertaking is not owned and held for more than 36 months, it will be treated as short-term capital gains/losses.
Gains and losses are taxable in the year of transfer of the undertaking.
Capital gains earned through a slump sale are a difference between the sale value and the net worth of the undertaking. Under Section 48 and 49 of the Income Tax Act, the net worth is the cost of acquisition and improvement.
According to Section 50B, the assessee receives no indexation benefit on the cost of acquisition i.e. the net worth.
If more than one undertaking is sold off during the slump sale, the gains or losses must be computed separately
A slump sale is a sale where no particular value is assigned to the assets or liabilities of a business. Companies can opt for this sale through a Business Transfer Agreement or a Scheme of Arrangement under Section 230-232 of Companies Act, 2013.
The profits or gains accrued from a slump sale will be chargeable to income tax as long-term or short-term capital gains/losses.
Here’s how capital gains are calculated on slump sales:
The capital gain = sales consideration less - the cost of acquisition (net worth)
During a slump sale, one or more undertakings are transferred for a lump-sum consideration, without identifying the value of individual assets or liabilities.