Deemed Dividend on Asset & Liability Taken by Shareholder

Dear Experts.

FACTS.
Mr. A (Director of ABC Pvt Ltd co) holds 50% shares and his wife holds remaining 50% shares.

ABC Pvt Ltd has negative balance in Reserves.

Mr.A wants to take over the assets of the Company worth Rs 1 crs and also liability of the company worth Rs.1 crs

weather deemed dividend provision will apply??
if not then any other tax liability on company or Mr.A.???