CA Naresh Kumar Kabra & Yamish Jain – [2026] 185 taxmann.com 459 (Article)
1. Introduction
A widely held assumption in Indian corporate practice is that a Section 8 company, by virtue of its not-for-profit character, sits outside the consolidated perimeter of its holding entity. That assumption has come under direct challenge.
In the Opinion finalised on 24th April 2024 (Query No. 9), the Expert Advisory Committee (EAC) of the ICAI concluded that a company is required to consolidate the financial statements of its wholly owned Section 8 CSR entity under Ind AS 110, Consolidated Financial Statements. The consequence that follows is equally significant – if a Section 8 company is a subsidiary, it is also a related party, and every fund transfer to it becomes a transaction requiring disclosure under Ind AS 24.
This article examines both questions, advances the view that the principle underlying paragraph 11(b) of AS 21 represents the sounder accounting position, and argues that the EAC Opinion, being recommendatory and not binding, should not be adopted where it conflicts with the economic substance of the Section 8 framework.
2. Part I – Consolidation of Financial Statements
The Statutory Character of a Section 8 Company
A company incorporated under Section 8 of the Companies Act, 2013, operates under three absolute and irrevocable prohibitions that are embedded in both the statute and its Memorandum of Association:
(a) No portion of its profits, income, or property may be paid or transferred to its members, directly or indirectly, in any form whatsoever.
(b) No remuneration or economic benefit may be conferred on any member except out-of-pocket expenses, reasonable interest on money lent, or reasonable rent on premises let to the company.
(c) Upon liquidation, residual assets must vest in another not-for-profit entity with similar objects and cannot revert to the holding company.
These are not contractual restrictions. They are permanent statutory mandates incapable of amendment without the prior approval of the Central Government. The holding company that incorporates a Section 8 entity has, by operation of law, permanently relinquished any claim over the resources it contributes. The economic relationship is that of a statutory donor and a permanent donee.
3. The EAC Opinion—Conclusion and Status
The EAC, examining a fact pattern involving a listed company and its wholly owned Section 8 CSR entity, concluded that all three elements of the control test under paragraph 7 of Ind AS 110, power, exposure to variable returns, and the ability to use power to affect returns are satisfied. The EAC accordingly held that consolidation is required.
Two points must be noted at the outset. First, and critically, EAC Opinions are recommendatory in nature and do not carry the force of law. They are not Accounting Standards notified under the Companies Act, 2013 and carry no mandatory force. A company is entitled to depart from an EAC Opinion where a cogent alternate reading of the applicable standard is available. Second, the EAC’s analysis is directed at the Ind AS 110 framework. AS 21, which contains an express exclusion provision directly on point was not the focus of the EAC’s examination.
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