Suspension of trading in Tata Motors DVR and tax implications for its shareholders

As per the Scheme of Arrangement between Tata Motors Limited DVR (TATAMTRDVR) and Tata Motors Limited (TATAMOTORS), Tata Motors DVR will be suspended from trading w.e.f. August 30, 2024 (i.e., closing hours of trading on August 29, 2024). You can check the exchange’s announcement here


What was the Scheme of Arrangement?

Tata Motors will first issue 7 Tata Motors shares for every 10 ‘DVR’ shares and then cancel its DVR shares.

What are the tax implications?

  • Firstly, this arrangement doesn’t affect Tata Motors shareholders. For Tata Motors DVR shareholders, It will have the following tax implications:

Before we get into the details, it’s important for us to know about the Deemed dividend and WHT

What is Deemed dividend?

As per the Income Tax Act, Any consideration in a capital reduction scheme distributed in the form of new shares is treated as a distribution of accumulated profits to the shareholders.

Accordingly, accumulated profits as of the record date will be treated as “deemed dividends” and taxed in the hands of shareholders.

What is WHT?

WHT stands for Withholding tax which is deducted in advance, and the same is deposited to the government before the amount is paid to the payer. it is generally applicable on payment to non–residents and foreign transactions.

Difference between WHT and TDS

  • TDS and WHT are essentially similar with the only difference being that TDS applies to Indian residents while WHT applies to cross-country payments.

To pay for the TDS and the WHT, The trust will be selling ordinary shares accordingly, pay the STCG liability that arises on this sale transaction, and credit the net ordinary shares and cash for fractional shares to the shareholder’s account.

TL;DR:

For Resident individuals:

  1. Allocated ordinary shares as treated as dividends

  2. The trust sells some shares to collect TDS.

  3. Net shares and cash for frictional shares are credited to the investor.

To give you an example for resident individual investors:

For Non-Resident individuals:

TDS is deducted on dividends (as above) + TDS is also deducted on capital gains.

To give you an example for non-resident individual investors:



Important dates - Indicative timelines:

Particulars Timeline
Record date/Effective Date 30th Aug 2024 (T)
Initiating action of allotment of New Ordinary Shares to the Trust 30th Aug 2024 (T)
Finalisation of WHT details of Shareholders T+9 days
Listing & Trading Approval of the New Ordinary Shares T+10 days
Sale of the requisite number of New Ordinary Shares by the Trust for WHT recovery (including other taxes & expenses) and fractional entitlement T+15 days
Credit of balance New Ordinary Shares to the “A” Ordinary Shareholders account T+ 17 days
Remittance of cash (if any surplus on block deal + fractional entitlement sale) T+20 days

Source for the above timelines

What is the Tax implication for you as an Investor?

  • If your overall taxable income while filing your Income tax return (ITR) and overall tax obligation is less than taxes deducted:

  • You can claim the TDS refund while filing your ITR

In case, You’ve sold the new shares once you received them:

  • In the case of LTCG, you can carry forward the LTCG amount, if it is below the exemption limit of 1.25 lakhs per annum

  • In the case of STCG, you can set off against the basic exemption limit if you’re overall income is below the basic exemption limit.

Please consult your financial advisor while filing your taxes.

We’ve also explained all the FAQs in our support article

8 Likes

I have my DVR shares as pledged. What will be the default mode if I do not unpledge those today?

I just now heard a guy on CNBC awaaz say he will have to pay 40L as Tax due to this :smiling_face_with_tear:

Query regarding fractional shares: If I have 25 DVR shares, how much Ordinary shares will be credited? - Will it be 17 (25x0.7 = 17.5) & remaining 0.5 shares will be credited as cash (OR) will it be 14 (20x0.7) and remaining 5 shares will be credited as cash?

2 Likes

Hi @RamVV

You’ll get 17.5 (-) Amount deducted towards TDS of deemed dividend … So, you might get 16 or 17 shares after all the deductions and balance amount if any will be credited as cash

1 Like

Thank you @Meher_Smaran :slight_smile:

We could see 2 taxes here one for deemed dividend and capital gain taxes
Do we need to pay income tax as per the tax slabs for the deemed dividend received same like normal dividends ?

In the sample calculation, we can see 12 - 13 - 14
How can we get deemed dividend (14) as deductions in capital gains tax?
What is the section to claim this deduction in Capital ITR?
Where can we find this section filled as deduction in ITR ?

@Quicko Could you kindly help on this?

Deemed Dividend is getting deducted as its reducing the Sales Consideration.
As in the Amount that the Shareholder is getting is cumulative balance wrt to Sales Value and Dividend amount. Since the Shareholder is disclosing the Dividend income separately the same is getting reduced from the Consideration.

In case of Tata Moters, the DVR (Differential Rights shares) are getting converted in ordinery shares in the ratio of 10:7. Which means, you will get 7 ordinery shares of Tata Moters for every 10 DVR shares.

In this, there is no sale happening and it’s just a change in the type of equity without any capital gains. So, it’ll not attract any Tax.

Nope, in the sample calculation shown above, we could see 20K for capital gains right ?

Can someone help me understand what will happen to my unrealised profit in the DVR shares?

You will be issued new ordinary shares of TATA Motors, and the price on 29th Aug will become your new cost of acquisition.

Your gains from this conversion can be broken into two parts:

  1. Partly as Deemed divided (tax at slab rates)

  2. Partly as Capital Gains (special rates)

I will take the closing price (~ ₹1,122) of Tata Motors as on 29th Aug for explaining the below calculations.

Assuming i bought 100 DVR shares at ₹300, my cost of acquisition is ₹30,000.

Now, the price as on 29th Aug will be used to determine the sale consideration.

Since the ratio is 7:10, I will get 70 ordinary shares for the 100 DVR shares.

Assuming ₹1,122 is used for the final calculation, the Sale consideration will be = (₹1,122 x 70) = ₹78,540

Normally, we will take the (Sale price - Purchase price ) to calculate the capital gains.

This would be (₹78,540 - ₹30,000) = ₹48,540

But here, since the deemed divided concept is involved, the total gains will be broken into two.

The actual deemed divided will be known only later, for now i will consider the ₹200 per share as the deemed divided portion.

So the deemed dividend for 100 DVR shares will be (100 x ₹200) = ₹20,000

In our income tax return, we will show ₹20,000 as Deemed dividend under IFOS, and the remaining ₹28,540 as capital gains.

I think for this, we need to take the net consideration after reducing the deemed dividend as our final consideration , for reporting in the ITR for under capital gains.

So in this example, you would have to report ₹58,540 as the sale consideration instead of ₹78,540 and ₹30,000 would be reported as the cost, resulting in gains of ₹28,540.

hi anyone who knows can reply me. I have 5 shares of tatamotor DVR.in this case what will happen? Only cash I receive or any tatamotor share?

This is incorrect. Sell is happening and there will be both Capital Gains and Dividend tax.

You will receive Share probably 2 or 3, depending on how much final withholding tax comes out to. Remaining fractional entitlement would be paid out in cash

1 Like

I think he will receive 3 ordinary shares of Tata Motors, as the deemed dividend per share is ~₹200 , the total deemed divided will be ₹1,000 (5 * 200).

And since this is less than ₹5,000, no TDS need to be deducted on this.

The fractional share of 0.50 will vest with the trust, which they will sell and settle in cash after deducting the capital gains tax.

2 Likes

Good to know thanks for your update

Thanks for your information

Hello @Meher_Smaran I have 20 shares of TATAMOTORDVR how much share I will get of TATAMOTORS or any deduction will be there

Hi i have 251 dvr shares with avg price 418.50, total invested amount is 105043.60 can any one please explain about my calculation please