Clarification on taxability of shares held in a subsidiary company by the holding company. - GST - States - 08/2023 – GST (State)

GOVERNMENT OF TRIPURA OFFICE OF THE CHIEF COMMISSIONER OF STATE TAX PANDIT NEHRU COMPLEX, GURKHABASTI AGARTALA, TRIPURA WEST, PIN-799006. Dated, Agartala, the 19 July, 2023. Circular No. 08/2023 GST (State) To The Additional Commissioner of State Tax/ Deputy Commissioner of State Tax/ Assistant Commissioner of State Tax (All) Superintendent of State Tax (All)/ Inspector of State Tax (All) Subject: Clarification on taxability of shares held in a subsidiary company by the holding company. Madam / Sir, The Government of India, Ministry of Finance, Department of Revenue, Tax Research Unit vide Circular No. 196/08/2023 GST dated 17th July, 2023 has issued a clarification on taxability of shares held in a subsidiary company by the holding company, in order to ensure uniformity in the implementation of the provisions of law across the field formations, which is annexed herewith. In exercise of powers conferred by section 168 of the Tripura State Goods and Services Tax Act, 2017 (Tripura Act No. 9 of 2017) for the purpose of uniformity in the implementation of the Act it is instructed to follow the guidelines issued vide Circular No. 196/08/2023 GST dated 17th July, 2023 by the Government of India, Ministry of Finance, Department of Revenue, Central Board of Indirect Taxes Customs, GST Policy Wing Enclo.: Circular No. 196/08/2023 GST. (Rakhi Biswas, TCS-SSG) Chief Commissioner of State Tax Government of Tripura Circular No. 196/08/2023-GST F. No. CBIC-20001/5/2023-GST Government of India Ministry of Finance (Department of Revenue) Central Board of Indirect Taxes and Customs GST Policy Wing **** New Delhi, Dated the 17th July, 2023 To, The Principal Chief Commissioners/Chief Commissioners/Principal Commissioners/Commissioners of Central Tax (All) The Principal Directors General/ Directors General (All) Madam/Sir, Subject: Clarification on taxability of shares held in a subsidiary company by the holding company. Representations have been received from the trade and field formations seeking clarification on certain issues whether the holding of shares in a subsidiary company by the holding company will be treated as supply of service under GST and will be taxed accordingly or whether such transaction is not a supply. 2. In order to clarify the issue and to ensure uniformity in the implementation of the provisions of law across the field formations, the Board, in exercise of its powers conferred by section 168 (1) of the Central Goods and Services Tax Act, 2017 (herein after referred to as CGST Act ), hereby clarifies the issues as under: S.No. Issue Clarification Taxability of share capital held in subsidiary company by the parent company 1. Whether the activity of holding shares by a holding company of the subsidiary company will be treated as a supply of service or not and whether the same will attract GST or not. Securities are considered neither goods nor services in terms of definition of goods under clause (52) of section 2 of CGST Act and the definition of services under clause (102) of the said section. Further, securities include shares as per definition of securities under clause (h) of section 2 of Securities Contracts (Regulation) Act, 1956. This implies that the securities held by the holding company in the subsidiary company are neither goods nor services. Further, purchase or sale of shares or securities, in itself is neither a supply of goods nor a supply of services. For a transaction/activity to be treated as supply of services, there must be a supply as defined under section 7 of CGST Act. It cannot be said that a service is being provided by the holding company to the subsidiary company, solely on the basis that there is a SAC entry 997171 in the scheme of classification of services mentioning; the services provided by holding companies, i.e. holding securities of (or other equity interests in) companies and enterprises for the purpose of owning a controlling interest. , unless there is a supply of services by the holding company to the subsidiary company in accordance with section 7 of CGST Act. Therefore, the activity of holding of shares of subsidiary company by the holding company per se cannot be treated as a supply of services by a holding company to the said subsidiary company and cannot be taxed under GST. 3. It is requested that suitable trade notices may be issued to publicize the contents of this Circular. 4. Difficulty, if any, in implementation of this Circular may please be brought to the notice of the Board. Hindi version would follow. (Sanjay Mangal) Principal Commissioner (GST)