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<h1>Reduction of share capital treated partly as deemed dividend; remaining receipt forms capital gains sale proceeds for tax purposes.</h1> Section 2(22)(d) treats distributions on reduction of a company's capital as dividend to the extent of accumulated profits; reduction of share capital extinguishes shareholders' rights and amounts to a transfer. The Supreme Court identified two distribution components - attributable to accumulated profits and attributable to capital. For capital gains computation, sale proceeds equal fair market value of assets received plus money received less the amount treated as dividend under section 2(22)(d). This applies to equity shareholders.