association of person

One of my client has inherited land , he joins hands few people who purchase the adjoining land and now they want to construct a commerical complex on this total land .
I had advised my client to form a HUF for his land as he had become owner of land by virtue of will of his grand father . Furthur I had advise him to form a AOP.

I understand that that land transfered by all the individual in AOP shall not attract capital gain , capital gain shall arise on sale of plots etc , AOP will get the profit of Coinstruction & Gain of sale of land shall be taxed in the individual hand .
From the all the vieiwers my querry is
1. Is my advise correct and with in the legal parameter , if not what ammendment has to made in current advise.

2. What is the format of agreemnet to made for forming the AOP considering the above situation .
3. Do any one has the draft agreemnet of AOP ?, if yes would you be kind enogh to mail at vyadav_ca @ hotmail.com

4. Any other better advise

Dear Vikas,

Idea of tranferring LAND in AOP is NOT CORRECT on following grounds:-

1) AOP has to pay tax on receipt of Plot u/s 56(2), Since GIfts in Kind have been made Taxable..

2) Further, Gains in the hands of AOP will be taxed at Maximum Marginal Rate @ 33.99%

3) Exemption of Sec 54 is available to Individuals/HUF's only..

4) It is not an easy job to bifurcate the sale price into two things(Biulding & Land) for the purpose of computing capital gains in the hands of Individuals & AOP

My advice would be -

1) Idea of HUF is correct but it can be possible only in case assessee is married.

2) AGREEMENT RATHER THAN AOP - All Friends should make a specific mentionregarding their in the agreement while incurring cost of construction & selling the house..