10.La Slump-Sale counterparty is usually based on a valuation report of the company Therefore, in the event of a slump§ 180 sale, a special decision of the members must be required. The transfer of assets without transfer of liabilities is not a gross sale or it is customary for BTA to be structured as a “sale agreement”. In such cases, the agreement provides a general framework under which the business is transferred on the reference date. BTA itself cannot envisage a transfer and may order the execution of an “act of transmission” on the closing date or before the closing date to ensure its execution. However, there are cases where the agreement contains recitals concerning the payment of consideration, the surrender of ownership of the property as well as deeds of ownership of that property. In such cases, the BTA takes the colour “Conveyance” and stamp duty is levied accordingly. Since the transfer provided for in the contract is the sale of an undertaking as a whole, it cannot be explicitly assimilated to the sale of movable or immovable property. The Indian Stamp Act and the State Stamp Act do not contain specific provisions that impose a tax on a “transaction” transfer agreement as such. Therefore, it is essential that any asset that is to be transferred to the buyer under a BTA be individually labelled as mobile or immobile for stamp duty purposes. The collection of stamp duty depends on the State in which the contract is performed. Both the seller and the buyer must receive some form of commitment before and after the transaction during an asset sale and slump sale. The tax base provided for by the Law on the tax on goods and services relates to “supply”. The collapse of the sale would also be an offer and would therefore fall within the competence of the GST.
The offer would have the character of a “transfer as continuous” and such a transfer attracts a zero rate of the GST. The transfer as a continued business would roughly mean that the current business as a whole would be continued by another person or that there would be a change in ownership of the business. The BS law follows a similar pattern to the Daesh law, with Article 5 of its list requiring that stamp duty be applied to an instrument that is an “agreement or its registrations or a memorandum of understanding”. It should be noted that Article 5(h)(A)(iv) expressly designates an agreement which creates: (a) an obligation, right or interest; (b) has a monetary value; And (c) does not fall under any other provision of the BS Act. Slump Sale is a common method of acquiring a business in which a business is transferred from one company to another as a “long-standing business”. The term “dirt” as defined in the Income Tax Act 1961 [see FinNote 1] (IT Act) has been defined as: (a) sale of a business or business [see final note 2] as a whole – castle, warehouse and barrel; (b) the sale is made for a lump sum; and (c) individual assets and liabilities are not allocated to separate values. The sale of assets interferes with the individual sale of a company`s assets. This usually culminates in pecking at the individual assets of a sales company.
Under the Income Tax Act 1961, the Slump Sale is nothing more than a transfer of one or more businesses as a result of the sale for a lump sum consideration, without values being attributed to the various assets and liabilities in such sales. Business Transfer Agreement is an agreement between the transferor and the transferred company for the purpose of carrying out a disguised sale, under which each asset and any liability of one or more units are transferred, sold, leased or transferred to another, for a lump sum consideration. . . .