J P Chawla & Co. LLP

In the complex realm of corporate finance, thin capital structure remains a crucial subject, particularly as global economies become more intertwined through cross-border transactions. This concept refers to the excessive use of borrowing in comparison to equity financing, often for the purpose of maximizing tax advantages. The Indian government, aligning with the Base Erosion and Profit Shifting (BEPS) initiative by the Organisation for Economic Co-operation and Development (OECD), has strengthened its position against this practice through legal revisions and strict regulations. A key element of these revisions is Section 94B of the Income Tax Act, 1961, introduced by the Finance Act of 2017 to mitigate risks and prevent erosion of the tax base. This blog seeks to analyse the core of thin capital structure, explore India’s legal framework, address specific regulatory mandates, propose strategies to combat this phenomenon, and assess its impact across various industries.

Comprehending Thin Capital Structure Regulations

Thin capital structure regulations aim to deter the practice where businesses rely excessively on debt rather than equity to take advantage of tax deductions on interest payments, thereby lowering their overall tax obligations. These regulations establish guidelines that restrict the amount of interest that can be deducted from a company’s pre-tax earnings, effectively capping the benefits derived from excessive debt financing.

Globally, thin capital structure standards have evolved in response to the aggressive tax planning tactics employed by multinational companies. These standards not only serve as a financial safeguard but also ensure that businesses maintain a proper balance between their debt and equity levels, promoting economic stability and equity in tax systems. In India, the incorporation of Section 94B under the BEPS Action 4 initiative underscores the country’s dedication to upholding strong economic principles and preventing tax base erosion caused by artificial debt arrangements.

Discovering Section 94B:

Indian Laws Section 94B of the Indian Income Tax Act is a direct response to thin capitalisation. It specifically focuses on the interest payments sent to related companies overseas, setting a limit where interest deductions are restricted. This law states that interest expenses claimed as deductions should not go beyond 30% of the company’s earnings before interest, taxes, depreciation, and amortization (EBITDA) or the interest paid to the related company, whichever is lower. This rule comes into play when the interest payment exceeds ₹1 Crore, emphasizing its attention on significant transactions that could result in substantial tax consequences. The part of the interest that is not allowed as deduction as expenditure can be carried forward for up to eight years, giving some leeway in financial planning. This regulation not only conforms to international standards to prevent profit shifting but also strengthens India’s tax base by ensuring that multinational corporations pay their fair share.

Requirements and Consequences

The guidelines outlined in Section 94B provide a clear structure to assist companies in following the law. The limit on interest deductions requires careful financial planning by companies to structure their capital effectively without breaking any rules. For companies, especially those engaged in international activities, understanding these regulations is crucial for managing their financial responsibilities efficiently. The consequences of not complying are severe. Companies that do not follow these rules face hefty fines, and the disallowed interest deductions can lead to significant financial pressure, highlighting the strict enforcement measures India is implementing to safeguard its tax base.

Preventing Thin Capitalisation

Practices Different countries use various methods to prevent thin capitalisation. These methods include fixed ratio rules, which restrict the acceptable ratio of debt to equity; specific percentage rules, which limit the percentage of interest that can be deducted; and arm’s length rules, ensuring that transactions with related parties are conducted fairly. India’s approach with Section 94B primarily involves a fixed ratio method, supported by broader anti-avoidance regulations that target particular exploitative tactics.

Impact on Diverse Sectors

The implementation of Section 94B has significant implications for a variety of industries. Specifically, for Non-Banking Financial Companies (NBFCs) that rely heavily on interest earnings, this policy requires extensive operational and financial restructuring to adhere to the updated tax laws. This change could greatly impact their business strategies and profitability. Moreover, start-ups, which often receive investments from overseas, may face increased scrutiny on their funding sources. This heightened regulation could hinder their ability to secure funds, potentially halting their growth plans. Similarly, industries focusing on infrastructure, which depend heavily on large investments, might struggle to finance their projects. This could result in a slowdown in the progress and expansion of the infrastructure sector, impacting long-term economic prospects in this crucial field.


The introduction and enforcement of thin capitalisation laws in India, particularly through Section 94B, signify a significant step towards a more equitable tax system and a stronger economic framework. By limiting opportunities for tax avoidance and ensuring that multinational corporations pay their fair share of taxes, these laws not only enhance tax revenue but also encourage a healthier balance between debt and equity financing in various sectors. As global economic landscapes continue to evolve, it is imperative to keep refining and enforcing these regulations to maintain economic stability and promote equitable growth. This ongoing commitment to financial integrity and transparency is vital for sustaining long-term economic well-being and fairness in the global market.