VittSphere ONE Calculators Blog CA Prabhakar Kumar · FCA · ICAI 560762
Case lawCBDT Circulars & Instructions › Statutory position — s.192(1C), s.191(2) and s.156(2): the eligible start-up ESOP deferral, its three triggers, the fourteen-day period, and the fact that it defers the employee's own tax too
CBDT Circulars & InstructionsCuts both wayss.192(1C)s.191(2)s.156(2)s.192s.191s.156s.17(2)(vi)s.80-IAC

Statutory position — s.192(1C), s.191(2) and s.156(2): the eligible start-up ESOP deferral, its three triggers, the fourteen-day period, and the fact that it defers the employee's own tax too

My client works for a start-up and has exercised his options. He has no cash and the shares cannot be sold. Is there any deferral, and does it cover his own tax or only his employer's TDS?

My client works for a start-up and has exercised his options. He has no cash and the shares cannot be sold. Is there any deferral, and does it cover his own tax or only his employer's TDS?

This is stage one — the perquisite on exercise — and yes, there is a deferral, but only where the employer is an eligible start-up referred to in s.80-IAC. It covers BOTH sides. Section 192(1C) defers the employer's obligation to deduct or pay tax on the perquisite, and s.191(2) defers the employee's own obligation to pay income-tax on it directly, in identical terms; s.156(2) defers payment of the tax or interest included in a notice of demand on the same income. In every one of the three, the tax must be paid within FOURTEEN DAYS of the EARLIEST of three events: the expiry of forty-eight months from the end of the relevant assessment year; the date of sale of the specified security or sweat equity share; and the date the employee ceases to be the employee. All three sub-sections apply to income of an assessment year beginning on or after 1 April 2021, and all three were inserted by the Finance Act, 2020, which came into force on 1 April 2020.

Decided by the CBDT Circulars & Instructions (Not applicable — statutory text), reported as Section 192(1C) as printed on incometaxindia.gov.in/w/section-192-64, Year stamp 2024 (No. 2); s.191(2) on /w/section-191-64, Year stamp 2024 (No. 2); s.156(2) on /w/section-156-64, Year stamp 2025; each corroborated against sections 73, 72 and 71 of the Finance Act, 2020, with commencement under section 1(2)(a) of that Act. It bears on section 192(1C), section 191(2), section 156(2), section 192, section 191, section 156, section 17(2)(vi), section 80-IAC of the Income Tax Act 1961, in Salary & Perquisites, TDS Defaults, Demand, Recovery & Stay and Deductions & Disallowances matters.

Still good law. Each sub-section was read on a departmental page that named the Income-tax Act, 1961, printed the correct section heading and carried a Year stamp (2024 (No. 2) for ss.191 and 192, 2025 for s.156), and each was corroborated word for word against the enacting section of the Finance Act, 2020. The commencement date of 1 April 2020 is taken from section 1(2)(a) of that Act, read directly. The only later amendment traced is the substitution in s.192(1C) of "sub-clause (vi) of clause (2)" for "clause (vi) of sub-section (2)" by Act No. 15 of 2024 with effect from 1 October 2024, which does not change the operation of the sub-section. No judicial decision construing any of the three sub-sections was located, and no search for later treatment beyond that was carried out.

Why it matters

A deferral that covered only the employer's withholding would be no relief at all: the employee would still have to pay the tax on his own return. Parliament dealt with that by enacting the same three triggers three times over — in s.192(1C) for the deduction, in s.191(2) for direct payment by the employee, and in s.156(2) for the demand. Read the triggers carefully. The forty-eight months run from the END OF THE RELEVANT ASSESSMENT YEAR, not from the date of exercise, so an exercise in financial year 2026-27 (assessment year 2027-28) buys the employee until fourteen days after 31 March 2032 on that limb alone. But the limb that usually bites first is the third: the moment the employee LEAVES, the clock stops and fourteen days is all he has, whether or not he has sold anything and whether or not there is any market for the shares. A sale is the second trigger and is the one that produces the cash. Note also that s.192(1C) fixes the RATES: tax is computed on the basis of the rates in force for the financial year in which the specified security or sweat equity share was allotted or transferred, not the rates of the year the deferred tax finally falls due. The gateway condition is that the employer is an "eligible start-up referred to in section 80-IAC" — the whole relief fails if that is not made out, and the s.80-IAC conditions must be checked separately.

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