'Slump sale is one of the methods that are widely used in India for corporate restructuring where the company sells its undertaking.' Explain the term 'Slump Sale' as per section 2(42C) of the Income Tax Act., 1961. What

CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · June 2025
'Slump sale is one of the methods that are widely used in India for corporate restructuring where the company sells its undertaking.' Explain the term 'Slump Sale' as per section 2(42C) of the Income Tax Act., 1961. What are the main reasons of slump sale? Does an individual asset or liability be included in the term 'Undertaking?'

Answer & Explanation:

As per section 2(42C) of Income-tax Act 1961 , 'slump sale' means the transfer of one or more undertakings as a result of the sale for a lump sum consideration without values being assigned to the individual assets and liabilities in such sales. The main reasons of slump sale are generally undertaken in India due to following reasons: - It helps the business to improve its poor performance. It helps to strengthen financial position of the company. It eliminates the negative synergy and facilitates strategic investment. It helps to seek tax and regulatory advantage associated with it. 'Undertaking' has the same meaning as in Explanation 1 to section 2(19AA) defining 'demerger'. As per Explanation 1 to section 2(19AA) 'Undertaking' shall include any part of an undertaking or a unit or division of an undertaking or a business activity taken as a whole, but does not include individual assets or liabilities or any combination thereof not constituting a business activity. Explanation 2 to section 2(42C) clarifies that the determination of value of an asset or liability for the payment of stamp duty, registration fees, similar taxes, etc. shall not be regarded as assignment of values to individual assets and liabilities. Thus, if value is assigned to land for stamp duty purposes, the transaction will be a qualifying slump sale under section 2(42C).

Topics: Corporate Restructuring

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