Skip to content
NCLT Scheme / Employee Benefits

NCLT Scheme and Gratuity/PF Trusts: Transfer and Compliance

The transfer of a PF or gratuity trust is not automatic on NCLT sanction. The trust deed, the exemption status, and the EPFO or gratuity regulator’s approval determine whether the fund can be merged into the transferee’s fund without a tax or compliance break.

29 Oct 20262 min read

The Trust-Transfer Mechanism

A recognised provident fund or an approved gratuity fund is held by trustees under a trust deed. The transfer of the fund to the transferee’s trust requires an amendment to the trust deed, the consent of the trustees, and compliance with the conditions of recognition or approval. The NCLT’s scheme clause that deems the transferor’s trusts to become the transferee’s trusts is necessary but not sufficient; the trust law and the regulatory approvals must also be satisfied.

The PF Exemption and Recognition

Where the transferor maintains an exempted provident fund under the EPF Act, the exemption is specific to the establishment. On transfer, the exemption does not automatically travel to the transferee. The transferee must apply for a fresh exemption or transfer the accumulations to the EPFO or to its own exempted fund. The scheme should provide for the continuity of the fund and the protection of the employees’ accumulations during the transition.

The Gratuity Fund Approval

An approved gratuity fund under the Income-tax Act enjoys tax benefits. The transfer of the fund to the transferee requires the approval of the Commissioner of Income-tax (Exemptions) or the prescribed authority. The scheme should identify the approval requirement and the timeline, because a delay in the approval can affect the deductibility of contributions and the tax treatment of the fund’s income.

The Employee Consent and Communication

The transfer of retirement benefits is an employee-facing event. The scheme should provide for communication to the employees explaining the continuity of their benefits, the new trust arrangement, and the process for claiming benefits. A failure to communicate can lead to grievances and disputes, even if the legal transfer is valid.

Call to Action: For PF/gratuity trust transfer documentation, exemption transition, or employee communication, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.

Process GuideNCLT scheme PF trust transfergratuity fund transfer schemeprovident fund transfer NCLTPF trust amalgamationgratuity trust transfer procedureEPFO transfer schemePF exemption transfergratuity fund exemptionNCLT scheme employee trustAnuj Desai Associates PF gratuity scheme advisory
Share

Related insights

Companies Act / Board Governance

Section 185 Loans to Directors: The 2023 Amendment and Its Impact

A technical breakdown of Section 185 after the 2023 amendment: the surviving prohibition, the special resolution gateway, and the documentation conditions that determine whether a director loan is defensible before the ROC or NCLT.

29 Oct 2026

Companies Act / Treasury & Investment Compliance

Section 186 Loans and Investments: Calculating the 60%/100% Limits

How the 60%/100% outer limit actually works, why the higher figure governs, and the three-tier approval chain that determines when a board resolution is no longer sufficient for loans, guarantees, securities, and investments.

29 Oct 2026

Companies Act / Inter-Corporate Transactions

Inter-Corporate Deposits (ICDs) and Section 186 Compliance

The ICD is not a standalone instrument. It is a Section 186 deployment that must satisfy the aggregate ceiling, the board-resolution-first rule, and the G-sec floor on interest—three conditions that are tested independently.

29 Oct 2026

Work with ADA

Ready to talk to an advisor?

Book a consultation and get a clear, considered view from a team that handles audit, tax, regulatory and cross-border work under one roof.