By : M.S.Yatnatti: Editor and Video Journalist Bengaluru : People reportedly demand that congress need to be aggressive on Desh Bhakti ."BJP have no right to tease Congress on Desh Bhakti. Surgical strike karke BJP ko itrane ki zaroorat nahi. Congress ki Indira Gandhi ji ne Pakistan se seedhe war kiya tha. Pakistan ke tukde karke bharath ke shan bachai thi. Desh bhakti me Congress BJP se bahuth Age hai. Prime Minister Narendra Modi cannot be given same credit for surgical strike on Pakistan as that of war andyou cannot compare the war with Pakistan by former Prime Minister Indira Gandhi as she was praised for the 1971 war and dividing Pakistan in two parts. BJP cannot question Congress on Desh Bhakthi. Reportedly Abki bar Gandhi sarkar.The income tax department has issued notices to Flipkart founders Binny Bansal and Sachin Bansal, asking them to disclose their total income arising out of the sale of their company to Walmart International and the capital gains that has accrued as it is commercial company and commercial M&A and share holders get dividend and it is not section 8 company. The income tax department cannot issue notice to Rahul Gandhi for transfer of shares of AJL as it is section 8 dividend less company and capital gains does notaccrue Rahul Ganghi.It is important to read section 8 of companies Act . Whether section 8 company is income tax exempt or not under income tax Act 12 AA the face value of share of section 8 company does not change .Section 8 company is free to engage in commercial ventures and it may pay income tax also but it shares valuation is not done as it is dividend free company under section 8 of companies Act .and it share value never changes .So no income on share transfer of section 8 company and consequently no income tax notice on share transfer .Commercial company share transfer is a taxable event . Section 8 company share transfer is a not a taxable event. Income tax department cannot treat commercial companies and not for profit companies M&A under one parametr . Section 8 companies are by law cannot trade their shares and its share value will remain the face value at any given time as it is not commercial company . The contention of income tax department that "The taxable event in these cases is the allotment of YI's shares to the assessees @ Rs. 100 per share on 22.01.2011 "for a consideration, which is less than the aggregate fair market value of the property” and it is the difference between the fair market value and the actual consideration paid for the shares which is sought to be assessed as "income from other sources” in accordance with Section 56(2)(vii)(c)(ii) read with the Rules." Is incorrect as Young Indian is section 8 company without dividends and at any given points its shares value do not get enhanced and question of "fair market value at any time will remain static to 100 rupees only. Actually it might be a cut and paste mistake of MOA which did mentioned about fair market value otherwise this mistake in MOA can be corrected to represent section 8 of the company. To win income tax case it is necessary to amend MOA of Young Indian. I feel MOA of Young Indian need to corrected to truly represent section 8 company . MOA and AOA for Section 8 company under Companies Act 2013 need to be as per Section 8 of company. : MOA cannot over shoot section 8 of compnies Act.declaration in Form INC 14 by professional stating that draft of MOA and AOA have been drawn up in conformity with the provisions of Sect 8 and rules thereof and that all the requirements of the Act and Rules thereof have been complied therewith. ICAI Clarification regarding Applicability of Form GNL 1 for Change in MoA by Section 8 Companies instead of Form RD 1 [17 May 2016].The ICAI vide Announcement dt 17 May 2016 has clarified that Form GNL 1 is applicable for making changes in Memorandum of Association (MoA) by Section 8 Companies instead of Form RD-1, as under:The Ministry of Corporate Affairs is receiving references from professionals/companies seeking clarification on the forms/process to be followed for alteration in the Memorandum of Association of Section 8 Companies.The professional/companies are filing Form RD-1 seeking approval to change in Memorandum of Association. However, as per the applicable laws read with Rules and relevant Circulars & Notifications, power for approving change in Memorandum of Association has been delegated to the Registrar of Companies.In the background of this development the professionals/companies are advised to apply the request for change in Memorandum of Association of Section 8 Companies in Form GNL-1 instead of filing form RD-1.In case of a section 8 company which is wholly owned subsidiary of another section 8 company, can the shares be purchased by other persons at face value ? Yes off course a company registered under this section shall amalgamate only with another company registered under this section and having the same objective yes they purchase share at face value. Question of fair market value does not arise in section 8 companies.Income tax department cannot issue section 8 companies income tax notices to its share holder as such Rahul Gandhi is share holder of section 8 company and income tax department cannot issue income tax notice . Young Indian company is one among several thousand section 8 companies in India and section 8 prevails over their MOA and if any discrepancy found section 8 prevails overtheir MOAs. MOA discrepancies cannot be reason to issue income tax notice as Section 8 companies are not owned by share holders as per the Act and MOA also need to follow it as share are transferred to legal heirs or others free of cost and this need to be mentioned in MOA as per Act . Section 8 companies get cash donations property donations movable donations and immovable donations and donations by shares transfer. Transfer of AJL shares to young Indian can be considered as donation to young Indian company and not to its share holders. Let some people value AJL to several thousand Crore and its share . It does not add value to share holders of young Indian. It does not add income to share holders of Young Indian .So question of concealing income tax does not arise. No income and no income tax. Income tax department notice is void illegal and void abinatio as section 8 is very clear. Young Indian company was registered as section 25 now it is under one of section 8 companies under companies Act as non-profit company. The company applied for income tax exemption under income tax Act 12 AA to income tax department with all documents including articles of association and directors details for income tax department gave exemption to it by 9th may 2011. So question of concealing their directorship from the Income Tax Department does not arise. It was told to department that they are the directors in section 25 company without any dividends and without any personal benefits . Any amount of other section 8 companies or commercial companies giving their shares of companies to the section 25 or section 8 company as per companies Act it does not accrue any personal income to directors of section 8 companies like young Indian and it does not add single paisa income personally to directors though company may get benefits which it can spend only for public good.So question of declaring it once gain to department does not arise. So question of concealing personal income by Rahul Gandhi does not arise. Re-assessment notice by Income Tax Department is illegal and null and void and void abinatio as the same income tax department has given income tax exemption under income tax Act 12 AA to Young Indian Company confirming all directors having no dividends and no personal income..