Exception to Section 2(22)(a) & (d)

1. Section 2(22) (a) : Distribution of assets Deemed as dividend

Dividend includes any distribution by a company of accumulated profits,whether capitalised or not, if such distribution entails the release by the company to its shareholders of all or any part of the assets of the company.

2. Section 2(22) (d): Distribution on Reduction of share capital deemed as dividend

Dividend includes any distribution to its shareholders by a company on reduction of its capital to the extent to which the company possesses accumulated profits, whether capitalised or not.

My first question: Whether any assets in clause (a) also includes shares  ??

Second question: Any distribution of shares pursuant to a demerger by the resulting company to the shareholders of the demerged company(whether or not there is a reduction of capital in the demerged company) doesnot be deemed as dividend but how it becomes exception to clause (a) and (d)??

Any one Please Explain it.

Thanks in Advance