Section 59B of Income Tax Ordinance, 2001 has explained tax treatment of losses under group relief.
Following is the text of Section 59B of the Income Tax Ordinance, 2001:
59B. Group relief.— (1) Subject to sub-section (2), any company, being a subsidiary or a holding company, may surrender its assessed loss “as computed in sub-section (1A)” (excluding capital loss) for the tax year (other than brought forward losses and capital losses), in favour of its holding company or its subsidiary or between another subsidiary of the holding company:
Provided that where one of the company in the group is a public company listed on a registered stock exchange in Pakistan, the holding company shall directly hold fifty-five per cent or more of the share capital of the subsidiary company. Where none of the companies in the group is a listed company, the holding company shall hold directly seventy-five per cent or more of the share capital of the subsidiary company.
“(1A) The loss to be surrendered under sub-section (1) shall be allowed as per following formula, namely:-
(A/100) x B
B is the assessed loss of the subsidiary company.”
(2) The loss surrendered by the subsidiary company may be claimed by the holding company or a subsidiary company for set off against its income under the head “Income from Business” in the tax year and the following two tax years subject to the following conditions, namely:—
(a) there is continued ownership for five years, of share capital of the subsidiary company to the extent of fifty-five per cent in the case of a listed company, or seventy-five per cent or more, in the case of other companies;
(b) a company within the group engaged in the business of trading shall not be entitled to avail group relief;
(d) the group companies are locally incorporated companies under the Companies Act, 2017 (XIX of 2017);
(e) the loss surrendered and loss claimed under this section shall have approval of the Board of Directors of the respective companies;
(f) the subsidiary company continues the same business during the said period of three years;
(g) all the companies in the group shall comply with such corporate governance requirements and group designation rules or regulations as may be specified by the Securities and Exchange Commission of Pakistan from time to time, and are designated as companies entitled to avail group relief; and
(h) any other condition as may be prescribed.
(4) Where the losses surrendered by a subsidiary company are not adjusted against income of the holding company in the said three tax years, the subsidiary company shall carry forward the unadjusted losses in accordance with section 57.
(5) If there has been any disposal of shares by the holding company during the aforesaid period of five years to bring the ownership of the holding company to less than fifty-five per cent or seventy-five per cent, as the case may be, the holding company shall, in the year of disposal, offer the amount of profit on which taxes have not been paid due to set off of losses surrendered by the subsidiary company.
(6) Loss claiming company shall, with the approval of the Board of Directors, transfer cash to the loss surrendering company equal to the amount of tax payable on the profits to be set off against the acquired loss at the applicable tax rate. The transfer of cash would not be taken as a taxable event in the case of either of the two companies.
(7) The transfer of shares between companies and the share holders, in one direction, would not be taken as a taxable event provided the transfer is to acquire share capital for formation of the group and approval of the Security and Exchange Commission of Pakistan or State Bank of Pakistan, as the case may be, has been obtained in this effect. Sale and purchase from third party would be taken as taxable event.
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