Companies often announce bonus share issues, whereby you get a certain number of additional shares for the shares that you already hold in the company. For instance, if a company announces a bonus issue of 1:1 and if you were originally holding 100 shares, you would get another 100 shares after the bonus issue. The market price of each share would generally fall in line with the bonus issue ratio, so that the overall market price of your total shareholding remains more or less the same (though of course, in many cases, the markets react positively to a bonus issue, whereby the ex-bonus price of the share is higher than the cum-bonus price as adjusted for the bonus issue).
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Commercially, from the investor’s point of view (though not from an issuing company’s perspective), a stock or share split (share sub-division, to give it its proper legal name) is quite similar. If you are holding 100 shares of a company with a face value of Rs 10 each and the company decides to split the shares into a face value of Rs 5 each, after the split, you would be holding 200 shares of Rs 5 each instead of 100 shares with a face value of Rs 10 each. Here, too, normally the market price would adjust for the split and the overall value of your total holding would remain in the same range.
In fact, in some countries where shares have no face value, there is really no difference between a bonus issue and a stock split as it is just an increase in the number of shares. When it comes to taxation in India, the two transactions are treated quite differently. Of course, there is no tax at the time of the actual bonus issue or the actual share sub-division. When it comes to sale of shares, the difference in tax treatment clearly comes to light.
As far as bonus shares are concerned, the date of bonus issue is taken as the date of acquisition and the cost is to be taken as nil. Therefore, to get exemption on sale of bonus shares on the stock exchange, one should sell such bonus shares after at least 12 months of the bonus issue. If the original shares are sold after the bonus issue within 12 months after they have been purchased, one can claim a short-term capital loss on sale of such shares since the market price would generally be lower than the original cost on account of the bonus issue dilution.
If both the original shares and bonus shares are sold together and all the shares have been held for less than 12 months, the loss on the original shares would be offset against the gains on the bonus shares and would, therefore, be tax neutral. However, if both original and bonus shares are sold together within 12 months of the bonus issue and the original shares have been held for at least 12 months, you would end up paying tax on gains on sale of bonus shares, while the loss on original shares would not be available for set off, being exempt from tax. You would, therefore, end up paying tax on gains higher than the actual gains earned by you.
So, one needs to take care not to sell bonus shares within 12 months from the date of the bonus issue. There is also a tax advantage in the form of a short-term loss if you sell the original shares acquired a few months before, soon after the bonus issue, and sell the bonus shares only a year after the bonus issue. Of course, for the purpose of this determination, when you are selling a part of your total shareholding, the shares acquired earlier are to be regarded as having been sold first.
The tax position is quite different for sub-divided or split shares. All the shares are regarded as having been acquired when the original shares were acquired and the cost of the split shares is to be taken proportionate to the cost of the original shares. Unlike bonus shares, which are regarded as new shares separate from the original shares, the split shares are regarded as identical to the original shares, but with proportionate cost adjustment. Therefore, if you have held the original shares for at least 12 months, but sell the split shares within a few days of the stock split, the gains that you make would still be regarded as long term and would qualify for tax exemption.
One wonders on the need for such differential tax treatment for two different modes of corporate action, which are commercially the same for an investor. Surprisingly, there would be no change in this differential tax treatment even under the Direct Taxes Code Bill, 2010, which is supposed to simplify and rationalize the existing tax law.
Gautam Nayak is a chartered accountant. Your comments are welcome at firstname.lastname@example.org