1. India - No Consultation, Only Compensation

Governing Law: Industrial Disputes Act, 1947 Sec 25FF, 25FFA + State Shops & Establishments

Sec 25FF: Where ownership or management of an undertaking is transferred by agreement or operation of law to new employer:

Every workman who has continuous service of 1 year gets:

• Notice and compensation as if retrenched under Sec 25F, UNLESS:

Three exceptions where compensation NOT payable - automatic transfer allowed:
a) Service of workman not interrupted
b) Terms and conditions not less favourable in new employer
c) New employer is liable to pay retrenchment compensation on basis that old service is continuous

If a, b, c satisfied, employment transfers automatically.

No statutory duty to consult union, works council, or employee.

Unlike UK TUPE or EU Acquired Rights Directive, India does NOT have automatic transfer of all employees with consultation. Supreme Court has interpreted Sec 25FF as enabling automatic transfer without consent in limited situations.

Case Laws - India:

1. Anakapallee Co-operative Agricultural and Industrial Society Ltd. v. Workmen (1962) II LLJ 621 - Constitution Bench - Foundation
SC at para 16-17: On transfer of ownership/management, employment of workmen comes to an end, unless Sec 25FF exception applies. Sec 25FF is not prohibition on transfer, it is compensation provision.

2. Mettur Beardsell Ltd. v. Workmen & Anr. (2006) INSC 256 - SC 26 April 2006
Transfer of undertaking. Workmen argued consent needed.

SC clarified: Sec 25FF is intended to maintain continuity of service and secure employment benefits, not to recognize employee consent as condition for transfer. Consent from worker is NOT mandatory if conditions satisfied. Transfer valid even if workers oppose, provided compensation or continuity given.

This is most cited by acquirers.

3. Spencer Group Aerated Water Factory Employees' Union v. Presiding Officer, Industrial Tribunal, Madras HC 19 March 1996
Transfer of Aerated Water Factory. Union challenged.

HC held transfer complied with Sec 25FF - consent not mandatory. If undertaking is transferred as going concern and new employer takes liability, workmen cannot block.

4. State of Maharashtra & Anr. v. Sarva Shramik Sangh, Sangli & Ors. (2013) SC
Termination due to transfer of undertaking. Govt department transferred to corporation, workmen terminated.

SC: Termination on transfer is retrenchment unless Sec 25FF exceptions met. If exceptions not met, workmen entitled to compensation. Upheld Bombay HC awarding compensation.

Compliance Gap in India:

• No information duty: You don't have to tell union 30 days before.
• No consultation duty: You don't have to consult over measures.
• No election of representatives.
• But if you fail to meet a,b,c - you must pay retrenchment compensation. That's it.

For officers/managers who are not "workmen" under Sec 2(s), Sec 25FF does not even apply - transfer governed by contract. They can be terminated with notice.

Future: Industrial Relations Code, 2020 Sec 73 (replaces 25FF)
Same language retained. No consultation introduced. Code not yet notified as of 2026. Gap remains.

2. UK/EU - Strict Information and Consultation Duty

TUPE 2006 Reg 13 (UK) + EU Directive 2001/23/EC + Ireland S.I. 131/2003 Reg 8

Both transferor and transferee must:

1. Inform appropriate representatives (union or elected) long enough before transfer:
   • Fact of transfer, date, reason
   • Legal, economic, social implications
   • Measures envisaged (e.g. redundancies, location change)
2. Consult where measures envisaged - with view to seeking agreement.
3. If no union, elect representatives.
4. Transferee must give transferor info about measures it envisages so transferor can inform.

Failure = Employment Tribunal can award up to 13 weeks' actual pay per affected employee - punitive, not compensatory.

Case Laws - UK/EU:

5. Cable Realisations Ltd v GMB Northern, UKEAT 0538/08 (2009) - The Timing Case
Transfer from Co-op to Cable Realisations. Information given on 15 Aug, transfer 3 Sept.

EAT: 19 days not long enough before transfer to enable meaningful consultation. Although transferor had no measures itself, it still had duty to consult about transferee's measures. Awarded 6 weeks pay.

Ratio: "Long enough before" is not defined, but < 2 weeks is breach. For large transfers, 30-45 days expected.

6. Royal Mail Group Ltd v Communication Workers Union EWCA Civ 1045
Court of Appeal: TUPE does not create duty to consult when employer first envisages measures, but long enough before transfer to allow consultation to take place. Consultation must be genuine, not sham.[2009]

7. UCATT v Amicus and Others - EAT - No obligation on transferee to consult AFTER transfer
After transfer, transferee does not have to consult about measures it envisages for transferred employees under Reg 13. Duty is pre-transfer on transferor. Gap: post-transfer redundancies fall under separate collective redundancy consultation (Sec 188 TULRCA).

This creates compliance trap: Buyer thinks seller consulted, but seller didn't get buyer's measures info.

8. Alamo Group (Europe) Ltd v Tucker & Anor ICR 829
Employment Tribunal Exeter: Does Reg 5 TUPE transfer liability for failure to inform and consult from transferor to transferee?[2003]

Held: Yes. If transferor fails to inform and consult, liability passes to transferee. There is no recourse against transferor under Reg 12 (now Reg 15). Transferee inherits 13-week penalty.

9. Allen and Others v Morrison Facilities Services Ltd EAT/0298/13 (2013)
Transferred employees claimed against transferee for failure to provide information to transferor.

EAT clarified:

• Transferee is obliged to give information about measures it intends to take to transferor.
• BUT transferee has NO obligation to give that information directly to employees' representatives.
• Employees can only bring claim against transferor for failure, but under Reg 15(3) transferor can claim contribution from transferee if transferee failed to provide info.

Result: Employees cannot directly sue transferee for information failure, only transferor. But transferor can seek indemnity.

10. Elizabeth Collins v J Donohue Beverages Ltd ADJ-000... - Workplace Relations Commission, Ireland - Reg 8
Adjudication Officer confirmed: Where transferor fails to inform and consult under Reg 8 of Irish TUPE Regulations 2003, liability for such failure passes to transferee and there is no recourse against transferor. Mirrors Alamo.

11. Dewhurst v Revisecatch Ltd t/a Ecourier ET2201909/18
Employment Tribunal: Worker (gig economy) argued they should have transferred under TUPE. Tribunal held workers protected as well as employees. Brought claims for failure to inform and consult. Shows scope expanding to limb (b) workers.

3. The Compliance Gap Matrix

4. How to Close Gap in Cross-Border Deal (e.g. Bank Merger like Yes Bank)

If you are Indian acquirer buying UK entity or doing L1B transfer to EU:

1. In India SPA: Add Sec 25FF condition clause - service continuity letter from buyer, no less favourable terms, express assumption of gratuity liability.
2. In UK SPA: Add TUPE indemnity - Seller warrants it informed and consulted, buyer warrants it provided measures info. If breach, party at fault indemnifies. Because under Alamo Group, buyer will pay penalty even if seller fault.
3. Elect employee representatives 30 days before if no union.
4. Provide ETO reason - Economic, Technical, Organizational - if you plan redundancies post-transfer, else dismissal automatically unfair.