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When a company distributes accumulated profits to its shareholders upon the reduction of share capital, the tax implications in India are governed primarily by Section 2(22)(d) of the Income Tax Act, 1961.

Here is a breakdown of how this is handled:

1. Deemed Dividend (Section 2(22)(d))

Any distribution by a company to its shareholders on the reduction of its capital is treated as a "deemed dividend" to the extent the company possesses accumulated profits (whether those profits have been capitalized or not).

• Taxability: This amount is taxable as dividend income in the hands of the shareholders.

• Note: The definition of "accumulated profits" includes all profits of the company up to the date of distribution, but generally excludes certain specific reserves depending on judicial precedents and statutory rules.

2. Capital Gains

If the consideration received by the shareholders upon the reduction of capital exceeds the amount treated as a deemed dividend, the excess amount is subject to capital gains tax.

• The "Transfer" Concept: The reduction of share capital (such as the cancellation or extinguishment of shares) is considered a "transfer" of a capital asset under Section 2(47) of the Income Tax Act.

• Calculation: The capital gain is calculated by deducting the cost of acquisition (or the indexed cost of acquisition, if applicable) from the consideration received (excluding the portion already taxed as a deemed dividend).

Summary Table

Summarized Answer

Under Indian Income Tax law, when a company reduces its share capital and distributes funds to shareholders:

1. Deemed Dividend: The portion of the distribution that corresponds to the company’s accumulated profits is treated as a deemed dividend (Section 2(22)(d)) and is taxable as income in the hands of the shareholders.

2. Capital Gains: Any portion of the distribution that exceeds the accumulated profits is treated as consideration for the transfer of shares and is subject to capital gains tax (Section 45).