Company A has a two assets a small factory and a large piece of NA land (100Acres) to build a big factory. Company A has defaulted on its loan and has settled the loan through an OTS, thereby reducing chance of future loans.
Company B is formed by the dependents of the directors of Company A. Company B intends to build the factory on the 100 Acre land. All shares of Company A transferred to Company B. Both companies are based in Karnataka.
To raise a loan of large magnitude (>300 Crs) Banks require the title deeds of the land to be in the name of Company B or its directors.
What would be the best way to transfer the land from company A to B incurring the least or no stamp duty.
1.) Dissolving Company A - so assets go to shareholders (will this incur income tax?)
2.) Is it possible to Gift the property from Company A to Company B
3.) Have a joint venture (Financial History of Company A will be known to banks)
4.) Amalgamation/ Merger of both entities with Company B retaining PAN, TAN GST etc. (Is Stamp Duty Applicable?)
5.) Sale/Transfer of Land from Company A to B at token value to avoid income tax payable by Company B (e.g. Rs. 50/- so only Stamp duty on the transfer is applicable)
Kindly advise on the best route possible to avoid/ reduce Stamp Duty/ Income Tax.