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Microlesson · 5-min read

Supply between Related Persons or Distinct Persons [Para 2 of Schedule I]

# Supply Between Related Persons or Distinct Persons

## Concept

Under Para 2 of Schedule I, supply of goods or services between related persons or between distinct persons, when made in the course or furtherance of business, is treated as supply even without consideration.

## Who are 'Related Persons' u/s 15?

Persons (including legal persons) are deemed related if:

1. They are officers or directors of one another's business

2. They are legally recognised partners

3. They are employer and employee

4. A third person controls/owns/holds (directly or indirectly) ≥ 25% voting stock/shares of both

5. One of them controls (directly/indirectly) the other

6. A third person controls both of them

7. They together control a third person

8. They are members of the same family

9. One is sole agent / sole distributor / sole concessionaire of the other

## Meaning of 'Family' [Section 2(49)]

  • Spouse and children of the person; AND
  • Parents, grandparents, brothers and sisters only if wholly or mainly dependent on the person.

## Distinct Persons u/s 25

  • Section 25(4): A person obtaining more than one registration (in same State/UT or different) is treated as distinct person for each registration.
  • Section 25(5): Establishment in one State + establishment in another State/UT = distinct persons.
  • Explanation 1 to Sec 8 of IGST Act: Establishment in India + establishment outside India = distinct persons.

## Stock / Branch Transfers

SituationTreatment
Transfer between units under separate GST registrations (distinct persons)Supply (even without consideration)
Transfer between two units under single registrationNot a supply

## Employer–Employee Special Rules

  • Services by employee to employer in the course of employment → outside scope of GST (Schedule III).
  • Perquisites as per contractual agreement → not taxable.
  • Gifts by employer to employee:
  • Up to ₹50,000 per FY → Not treated as supply.
  • Exceeding ₹50,000 (if in course or furtherance of business) → Treated as supply.

Worked example

### Example 1

Example 1 – Related Persons (Common shareholder): Ms. Priya holds 30% voting power in ABC Ltd. and 35% in XYZ Ltd. Since a single person holds ≥ 25% voting shares of both companies, ABC Ltd. and XYZ Ltd. are related persons.

### Example 2

Example 2 – Control: Q Ltd. controls the corporate decisions of R Ltd. Hence Q Ltd. and R Ltd. are related persons (one controls the other).

### Example 3

Example 3 – Distinct Persons: Rishabh Enterprises has a registered restaurant in Maharashtra and an unregistered liquor shop in Uttarakhand. These are distinct persons; supply between them (even free) qualifies as supply.

### Example 4

Example 4 – Stock Transfer (Single Registration): Raghubir Fabrics transfers 1,000 shirts from its Lucknow factory to Kanpur showroom; both are under a single UP registration → Not a supply. If separate registrations existed, the same transfer would be a supply.

⚠️ Common exam mistakes

  • Treating all relatives as 'family' — forgetting that parents/grandparents/siblings qualify only if wholly or mainly dependent.
  • Treating intra-State stock transfers within a single registration as supply — they are NOT supply.
  • Forgetting that employer-employee services in the course of employment are excluded by Schedule III.
  • Treating ALL gifts to employees as taxable supply — the ₹50,000 per-employee threshold per FY must be applied first.
  • Confusing the 25% voting share test with 'majority' control — the threshold is 25%, not 50%.
Bare-Act text Schedule I, Para 2 read with Section 15 and Section 25(4)/(5) · CGST Act, 2017 · click to expand
Schedule I, Para 2 – Supply of goods or services or both between related persons or between distinct persons as specified in section 25, when made in the course or furtherance of business: Provided that gifts not exceeding fifty thousand rupees in value in a financial year by an employer to an employee shall not be treated as supply of goods or services or both.
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