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Microlesson · 5-min read

Capital Gains on Buyback of Shares / Securities [Section 46A]

## Capital Gains on Buyback of Shares or Specified Securities [Section 46A]

The treatment of a buyback depends on what is bought back.

### A. Buyback of specified securities (other than shares of a domestic company)

ItemTreatment
ApplicabilitySpecified securities (other than shares of a domestic company) bought back by the issuing company
FVCConsideration received on buyback
COAAmount paid at the time of purchase of the securities
Year of taxabilityYear of buyback
Mode of computationAs per Section 48 (non-depreciable assets format)
"Specified securities"Meaning as per Section 68 of the Companies Act, 2013

### B. Buyback of shares by domestic companies (on or after 1 October 2024)

When a domestic company (listed or unlisted) buys back its shares on or after 1-Oct-2024:

1. In the shareholder's hands — IFOS: The amount received is treated as dividend income, taxable under "Income from Other Sources."

2. Under Capital Gains: For the purpose of Sec 46A, the FVC is taken as NIL. Hence:

  • Capital Loss = FVC (NIL) − COA → this is a capital loss (LTCL or STCL depending on holding period).

3. Set-off & carry forward [Sec 70, 71, 74]:

  • LTCL can be set off only against LTCG.
  • STCL can be set off against any capital gains (LTCG or STCG).
  • Any balance loss is carried forward.

Memory hook: Post-1-Oct-2024 domestic buyback flips the old rule: the entire receipt is dividend (IFOS) in the shareholder's hands, and the capital gains computation deliberately gives a loss (FVC = NIL) equal to the cost — which the shareholder can then set off / carry forward.

Worked example

### Example 1

Domestic buyback after 1-Oct-2024: A shareholder bought shares for ₹2 lakh (held 14 months → long-term) and the domestic company buys them back for ₹5 lakh in Nov 2024.

  • IFOS (dividend) = ₹5 lakh (taxed as dividend income).
  • Capital gains: FVC = NIL, so LTCL = NIL − ₹2 lakh = (₹2 lakh) long-term capital loss, available for set-off against LTCG or carry forward.

### Example 2

Buyback of specified securities [46A]: A company buys back debentures (specified securities u/s 68 of Companies Act) for ₹3 lakh that the holder had purchased for ₹2.2 lakh. Capital gain = ₹3 lakh − ₹2.2 lakh = ₹80,000, taxed in the year of buyback per Section 48.

⚠️ Common exam mistakes

  • For post-1-Oct-2024 domestic share buybacks, computing a capital gain — the FVC is deemed NIL so the result is a capital loss, while the whole receipt is taxed as dividend (IFOS).
  • Setting off a long-term capital loss against short-term capital gains — LTCL can only be set off against LTCG.
  • Applying the old buyback-tax (company-level) rules to buybacks on or after 1 Oct 2024.
  • Forgetting that 'specified securities' takes its meaning from Section 68 of the Companies Act, 2013.
Reference: Section 46A — Income-tax Act, 1961
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