Changing Company Constitution

1. Yes 

2. Dividend distributed to shareholders is taxable. 

Advise depends on many factors like is it still running business etc. 

Thank you Lekshmi. To understand this better - are we saying the shareholders will be subject to double taxation?

As an example if lets say the LTCG for sale of property is 1 crore, The Private Limited pays lets say 20 Lacs tax on this and decides to distribute the remaining 80 Lacs to shareholders (let us assume single shareholder with 100% shares). The cost of shares to the shareholder was at Rs 10 face value. Does it mean that the shareholders will end up paying now additional capital gain tax on the 80 lacs?  Please advise.

So in above example I provided are you saying that the Company will pay 20 Lacs tax and shareholder will pay tax on remaining 80 Lacs distributed as dividend as per the Income Tax slabs? Won't will be huge taxation on both sides?