From the original purchase, evidenced by the contract note or broker's note, not from the date of dematerialisation. Dematerialisation converts the form in which a security is held; it is not a fresh acquisition. The first-in-first-out rule in s.45(2A) and CBDT Circular No. 768 decides which dematerialised lot is treated as sold — it does not decide when that lot was acquired, and the Mumbai Tribunal has said so in terms.
Three provisions have to be kept apart, and the department's argument usually depends on running them together.
The first is s.45(2A), which deals with securities held through a depository. Where a person has had a beneficial interest in securities, the gains are chargeable as the income of the beneficial owner and not of the depository, which is only the registered owner; and "the cost of acquisition and the period of holding of any securities shall be determined on the basis of the first-in-first-out method". FIFO here is an identification rule. It answers the question 'which of my several lots went out?', and once the lot is identified you take that lot's cost and that lot's holding period.
The second is CBDT Circular No. 768 dated 24 June 1998, which explains how FIFO operates in a depository. It says "FIFO method will be applied only in respect of the dematerialised holdings because in case of sale of dematerialised securities, the securities held in physical form cannot be construed to have been sold", and that "where an investor has more than one security account, FIFO method will be applied accountwise". For sequencing within an account, "the basis for determining the movement out of the account is the date of entry into the account" — so a parcel bought in 1985 and dematerialised in June 1997 takes its place in the queue by reference to the June 1997 credit. That is a queueing rule. The circular is explicit that for the underlying figures "the relevant contract notes as explained in Circular No. 704 will have to be referred to, for ascertaining the cost", and its own worked example carries the original acquisition dates through to the lots identified as sold.
The third is s.2(42A), the period of holding, which runs from the date the asset was acquired. Nothing in the depository provisions displaces that date.
The Tribunal authority is Jafferali K. Rattonsey, where the Assessing Officer had treated the demat date as the date of purchase and the market price on that date as cost, converting a long-term gain into a short-term one. The Mumbai Bench rejected both: the date of purchase is taken from the broker's note or contract note, and the period of holding is reckoned from that date and not from the date of dematerialisation.
The point now does double duty because of s.112A. Grandfathering under s.55(2)(ac) is available only for a capital asset acquired before 1 February 2018, and it substitutes as cost the higher of actual cost and the lower of fair market value and the sale consideration, with fair market value for a listed share being "the highest price of such asset quoted on such exchange on 31-01-2018", or on the immediately preceding date on which it was traded if it was not traded on that date. If the date of dematerialisation were the date of acquisition, a holding bought in physical form decades ago but dematerialised in, say, 2019 would fall outside the grandfathering window entirely. It does not, for the same reason the holding period does not restart.
For the holding-period thresholds themselves — how long a listed security, an unlisted share or any other asset must be held, and what changed for transfers on or after 23 July 2024 — see the existing entry cost-of-acquisition-and-indexation. Listed securities have long carried the shortest threshold, twelve months.
Where this actually goes wrong is evidence, not law. The demat statement shows only the credit date. If the physical purchase records are gone, the assessee is arguing the correct proposition with nothing to anchor it, and the assessment turns into a dispute about whether the shares were held at all — which is how a good many penny-stock additions are framed.
The whole gain can change character on this point, and the officer's starting material — the demat statement — supports his version. It also decides access to grandfathering under s.112A, which for an old holding is usually worth more than the rate difference. Because the answer depends on documents the client may not have kept, the useful work is done before the sale: reconstructing the purchase trail while the broker and the registrar can still produce it.
My mortgaged property was auctioned and the department kept what I owed it out of the proceeds. Do I pay capital gains on the whole price or only on what reached me?
We sold the goodwill our own firm built up over the years. It cost us nothing to acquire. Is the price taxable as a capital gain?
Our JDA was never registered and the project collapsed. Am I still taxed on capital gains?
The landlord paid my company to give up its tenancy. Is that taxable, and if it cannot be computed as a capital gain can the officer tax it as a casual receipt instead?
I received bonus shares and later sold my holding. What is the cost of the bonus shares: face value, nil, or something else?
My client sold its whole running business in one go. The Assessing Officer says the plant and machinery were part of a block on which depreciation was allowed, so the gain is short-term under s.50. Is he right?
I sold shares well below market value. Can the officer compute my capital gain on the market price instead of the price I actually received?
I sold shares to a company I control for an agreed price and took the company's own shares, at face value, in satisfaction. Can the officer compute my capital gain on what those shares were really worth?
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