Tax Panel Deems Hinduja Global-NxtDigital Merger as Tax Avoidance, Orders Rs 1,203 Crore Recovery
The Approving Panel has classified the merger between Hinduja Global Solutions Ltd. (HGSL) and NxtDigital Ltd. as an impermissible tax avoidance arrangement under India's General Anti-Avoidance Rules (GAAR). The panel disallowed Rs 1,203.00 crore in tax set-offs and ordered full tax recovery with interest and penalties. The merger, which followed HGSL's sale of its healthcare division for Rs 8,000.00 crore, was found to lack genuine commercial substance or business synergy. The ruling has significant implications for corporate India, reinforcing the government's strict approach to tax avoidance through corporate restructuring.

*this image is generated using AI for illustrative purposes only.
In a significant ruling that underscores the government's stringent stance on corporate tax avoidance, the Approving Panel has classified the merger between Hinduja Global Solutions Ltd. (HGSL) and NxtDigital Ltd. as an impermissible tax avoidance arrangement under India's General Anti-Avoidance Rules (GAAR).
Key Highlights of the Ruling
- The panel has disallowed Rs 1,203.00 crore in tax set-offs.
- Full tax amount recovery ordered, along with interest and penalties.
- The merger was found to lack genuine commercial substance or business synergy.
Background of the Merger
The case revolves around a series of corporate actions that raised red flags with tax authorities:
- HGSL sold its healthcare division for Rs 8,000.00 crore.
- This sale generated capital gains of Rs 3,059.00 crore for HGSL.
- HGSL then merged with loss-making NxtDigital, which had accumulated losses of Rs 1,500.00 crore.
- The merger allowed HGSL to offset losses against profits, reducing its tax liability by Rs 281.00 crore.
Panel's Findings
The Approving Panel's investigation revealed crucial details that led to their decision:
- Internal communications indicated that tax savings were the primary motive for the merger.
- The panel found no genuine commercial substance or business synergy between HGSL and NxtDigital.
- The merger was deemed a structured transaction designed primarily for tax avoidance.
Implications of the Ruling
This ruling has significant implications for corporate India:
- It represents a major setback for the Hinduja Group.
- Reinforces the government's strict approach to tax avoidance through corporate restructuring.
- Sends a strong message to companies considering similar strategies to reduce tax liabilities.
Financial Impact
The financial consequences of this ruling are substantial:
| Aspect | Amount (in Crores) |
|---|---|
| Disallowed Tax Set-offs | 1,203.00 |
| Original Tax Liability Reduction | 281.00 |
| HGSL's Capital Gains | 3,059.00 |
| NxtDigital's Accumulated Losses | 1,500.00 |
This case serves as a stark reminder for corporations to ensure that mergers and acquisitions are driven by genuine business rationales rather than tax considerations. It also highlights the effectiveness of India's General Anti-Avoidance Rules in identifying and addressing complex tax avoidance schemes.
Historical Stock Returns for Hinduja Global Solutions
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.73% | -3.87% | +1.81% | +3.33% | -32.58% | +52.32% |





































