Restructuring Indian Entities of UK Groups

Restructuring yourIndian group entities.

Groups change: two Indian subsidiaries should become one, a business line should move, a dormant company should close. Restructuring in India involves company law approvals, tax and FEMA rules all at once. We plan the route, model the tax and run the process with your lawyers.

Company law, tax and FEMA togetherFees agreed in writingWorking with your lawyers

Restructuring routes.

Route	Typical use	Main approval
Merger (amalgamation)	Combining two or more Indian companies	NCLT, or fast-track for eligible companies
Demerger	Separating a business into another company	NCLT
Slump sale or asset transfer	Selling a business or assets between companies	Board and shareholders
Capital reduction	Returning surplus capital or cleaning up losses	NCLT
Conversion	For example, company to LLP or private to public	ROC
Closure	Strike-off or voluntary winding up of dormant entities	ROC or NCLT

A fast-track route is available for some mergers, such as between small companies or a holding company and its wholly owned subsidiary, without going to the Tribunal.

Tax and FEMA points.

Tax neutrality

Mergers and demergers can be tax-neutral if the conditions in the Income-tax Act are met, including continuity of shareholders and assets.

Losses

Carry-forward of losses after a merger depends on meeting specific conditions.

FEMA

Issues of shares to UK shareholders, cross-border mergers and pricing must follow FEMA rules and be reported. See FDI Filing with RBI.

How we help.

Options

Compare the routes

Cost, time, tax and approvals for each option.

Model

Tax and accounts

Tax effects in India and the UK, and accounting entries.

Prepare

Scheme and valuation

With your lawyers and valuers.

Approve

Run the process

Meetings, filings and responses to authorities.

Complete

After the effective date

Registrations, bank, GST, PAN and RBI filings updated.

Why clients choose us for audits.

Chartered Accountants

Every audit is led and signed by Chartered Accountants in India.

Reports for UK readers

Findings written for UK boards, audit committees and group auditors.

Scope in writing

A written engagement letter with scope, timetable and fee.

Independent and careful

Independence checks and a second-partner review on every report.

Secure and online

Encrypted document sharing, with site visits where the work needs them.

Practical findings

Clear, prioritised recommendations your team can act on.

Restructuring support for UK groups with Indian entities.

We carry out audits in India for UK groups, investors and lenders headquartered anywhere in the UK, reporting in a form their UK boards and auditors can use.

London

City of LondonCanary WharfHarrowWembleySouthallHounslowIlfordEast HamCroydonEdgware

South East

ReadingSloughMilton KeynesOxfordWatfordLutonCrawleyGuildford

Midlands

BirminghamLeicesterCoventryNottinghamWolverhamptonDerbyNorthampton

North of England

ManchesterLeedsBradfordSheffieldLiverpoolNewcastlePreston

East and South West

CambridgePeterboroughBristolSwindonSouthamptonBath

Scotland, Wales, NI

EdinburghGlasgowAberdeenDundeeCardiffSwanseaBelfast

Organizational restructuring FAQs.

Yes, usually through a scheme of amalgamation approved by the Tribunal, or a fast-track route where the companies qualify.

It can be, if the conditions in the Income-tax Act are met.

A Tribunal-approved merger often takes several months. Fast-track mergers are usually quicker.

They can often be closed by strike-off with the ROC, once liabilities are settled and filings are up to date.

Rethinking your Indian group structure?

Tell us what you want to achieve. We will compare the routes and run the process.

Discuss a restructuring +91 9819 000 511

This page is general guidance based on the Companies Act, 2013, Indian tax law and regulator guidelines as they stand. It is not legal or financial advice for your situation. Thresholds and requirements can change, so please speak to us before acting on it.