My Termination Letter Came From a Different Company Than the One That Hired Me: Who Is My Employer?

"Terminated by a different company than the one that hired me" is the search that brings people here, and the answer is that your employer is the company that was actually employing you on the date of the termination letter: the one that paid your salary, deposited your provident fund, issued your TDS certificate and controlled your work. Section 2(m) of the Industrial Relations Code, 2020 and Section 2(h) of the Karnataka Shops and Commercial Establishments Act, 1961 both define the employer by who employs and who has ultimate control over the establishment, not by whose letterhead the first offer came on. Your contract moved to the second company only if you agreed to the move, and agreement can be express, through a transfer letter, or implied under Section 9 of the Indian Contract Act, 1872 from years of accepting salary and payslips from the new entity. The mismatch rarely makes the termination illegal by itself. It decides whom you serve, whom you name in the appeal, and which company's process has to survive scrutiny.

Part of the employment and labour law practice at S Jain & Attorneys, Bangalore.

This page is for an employee in Bengaluru who joined one group company years ago, was moved to a sister company with nothing to sign, and now holds a termination letter on the second company's letterhead and an HR email that names the first company and cites a different clause, with a month's notice pay offered or paid. A sale of the business to an outsider is covered by the Section 73 guide, a resignation you were pushed into by the forced resignation guide.

Start with the documents. Each one points at an employer, and the third column says what to do when it names a company you did not expect.

Which company is my employer when I was terminated by a different company than the one that hired me?

The company that was employing you on the date of termination, proved by who paid you, controlled your work and could end it, is your employer, and inside a group that is almost always the entity on the payslips and the EPF passbook for the last stretch of your service. The definitions point the same way. Section 2(m) of the Industrial Relations Code, 2020 says an employer is a person who employs, directly or through any person, or on behalf of any person, one or more workers in his establishment, and for an office includes the person or authority with ultimate control over its affairs. Section 2(h) of the Karnataka Shops and Commercial Establishments Act, 1961 uses ultimate control over the affairs of the establishment as its test. Neither mentions a letterhead.

The courts read the relationship from substance rather than paper. In Hussainbhai v Alath Factory Thozhilali Union (Supreme Court, 28 July 1978) the Court held that the real employer is found by lifting the veil and looking at the conspectus of factors governing employment, and that the entity with economic control over the worker's subsistence, skill and continued employment is the employer whatever the paper says. The other half of the rule is in the same judgment: where there is total dissociation in fact between the disowning management and the worker, the employment is in substance by another. A first company that stopped paying and directing you years ago has dissociated itself in fact.

What a group structure does not do is make the whole group your employer. In Globe Ground India Employees Union v Lufthansa German Airlines (Supreme Court, 23 April 2019) a subsidiary's union tried to bring the parent airline into the dispute as the holding company. The Court held that a subsidiary is an independent corporate entity, that another company holding its shares is by itself no ground to treat the parent as a party, and, applying Balwant Rai Saluja v Air India, that the veil is pierced only where the corporate form has been misused for a wrongful purpose. The answer is never "the group". It is one company, and the documents decide which.

Key takeaway. Your employer is the company that paid, controlled and ended your work at the termination date. The group's brand and the first letterhead do not change that. The paperwork mess is evidence about identity and process, not a second employer.

I never signed a transfer letter: did my employment move at all?

It moved if you agreed to the move, and agreement can be implied from what you did, so years of accepting salary, payslips and provident fund contributions from the second company will usually be read as consent to being its employee. Section 37 of the Indian Contract Act, 1872 requires the parties to a contract to perform their promises, and the promisor in your appointment letter was the first company, which could not hand that promise to somebody else by an internal decision. Section 62 allows the change: if the parties to a contract agree to substitute a new contract for it, the original contract need not be performed. That is novation, and it needs the agreement of all sides, including you.

The agreement need not be on paper. Section 9 says that where a proposal or acceptance is made otherwise than in words the promise is implied, and Section 8 treats performance of the conditions of a proposal as acceptance. If the second company started paying you, you kept working and accepted its payslips, and this went on for years without objection, a new contract with it came into being by conduct. One test settles it. Had the second company stopped paying you the month before the letter, would you have demanded your salary from the first? If the honest answer is no, the novation happened.

That cuts against the argument that the first company is still your employer, but it has a second edge. A contract implied from conduct takes its terms from the way the parties actually behaved, and the only written terms anybody was following were those of the appointment letter, so the second company adopted you on those terms unless it can show you agreed to different ones. Its notice period and termination clause bind the second company, and HR's email citing a different clause of that same letter admits that the letter is the operating document. The one case where the move never happened is where the payroll name changed on paper, nobody told you, and you can show you did not know who was paying you. It is rare, but there the first company remains the employer and the second company's letter is a termination by a stranger, which is no termination at all.

Four points from the first two sections that decide the rest of the analysis.

Do my years with the first company count for notice, gratuity and continuous service?

They count if the second company took you on with your service treated as continuous, which an unbroken payroll, an unbroken provident fund account and a joining date on its own records matching your original date all show, and they do not count if the group processed an exit and a fresh joining. Gratuity is where the difference bites. Section 53(1) of the Code on Social Security, 2020 makes gratuity payable on termination after not less than five years of continuous service, and Section 54 defines continuous service for that Chapter as uninterrupted service under the employer, with a two hundred and forty day deeming rule. If the second company inherited your service, the five years run from your original joining date and it owes the whole amount at fifteen days' wages per completed year under Section 53(2). If there was a genuine exit, the first company's liability crystallised on the exit date, nothing at all if you had under five years with it then, and the second company's clock started from the move.

For a worker, Section 73 of the Industrial Relations Code carries earlier service across a transfer of the establishment on three conditions, covered in the site's Section 73 guide, and Section 70 measures retrenchment compensation by completed years of continuous service as Section 66 defines it.

The test is the date of joining on the second company's HR record, payslip header or gratuity nomination form. The original date means it adopted your earlier service. The date of the move is the point to contest, and the absence of any relieving letter from the first company at the time is your evidence that no exit happened.

The letter cites the notice clause and HR's email cites misconduct: which one governs?

The letter governs, because it is the act of termination, and an employer that terminated on the notice clause and paid notice pay has chosen the no-fault route and must live with its consequences. Section 2(zh) of the Industrial Relations Code defines retrenchment as termination of a worker's service for any reason whatsoever, otherwise than as a punishment inflicted by way of disciplinary action. A letter that ends your service under the notice clause, with no charge and no enquiry, is retrenchment in the Code's own words, and Section 70(a) requires the notice to indicate the reasons, so a letter that gives none while the email gives another fails on its face. Outside the Code, the proviso to Section 39(1) of the Karnataka Shops Act withholds notice pay only where misconduct is brought on record with proof at an enquiry. Paying the notice pay is consistent with only one story, the no-fault one.

If the company now wants to stand on misconduct, it has to prove it, and it cannot without the enquiry it never held. For a worker, a discharge in utter disregard of the principles of natural justice in the conduct of a domestic enquiry, or with undue haste, is an unfair labour practice under the Second Schedule to the Code. For a Shops Act employee an unproved allegation is not a reasonable cause, and an employer that gave two causes within days will struggle to prove either. At the hearing it will be made to elect, and the version it drops is your cross-examination.

Whom do I send my legal notice and my appeal to?

Send the notice to both companies at their registered offices, name the company on the termination letter as your employer and the company on the appointment letter as the party to the original contract, and file the appeal or the conciliation application against the terminating company with the first company added as a further respondent. Section 20(1) of the Companies Act, 2013 makes service on a company good when the document is sent to its registered office by registered post, speed post or courier, left there, or sent by the prescribed electronic mode, and Section 12(1) requires every company to keep a registered office capable of receiving notices. Take it from the company master data on the Ministry of Corporate Affairs portal for each entity, and note whether one is recorded as the holding company of the other, which under Section 2(87) means control of the board or of more than half the share capital.

Naming both is not hedging. It stops the objection that ends more of these cases than any point of law, that you have sued the wrong entity. Name only one and the group will produce the other company's paperwork against you. Name both, set out the paper trail in two paragraphs, and let the group say which company will defend the termination. The full and final settlement guide explains registered post, the presumption of service and the returned-envelope trap. Email HR and each registered address as well, never instead.

Am I a "worker" under the IR Code, and does the group structure change that?

The group structure changes nothing about worker status, which turns on the work you actually did at the termination date and on the two exclusions in Section 2(zr) of the Industrial Relations Code that matter to office employees: mainly managerial or administrative work, and supervisory work on wages above eighteen thousand rupees a month. The worker status guide works through the dominant nature test. The point specific to a group move is that your duties may have changed with the entity. The designation upgrade that came with the transfer, or the people who started reporting to you after it, are what the second company will rely on, and its records, not the first appointment letter, describe the job you held when it ended.

The counter-example every Bengaluru software employee should read is Mphasis Ltd v Ashok S Narayanpur (Karnataka High Court, 25 January 2024). A project lead who prepared estimates and plans, designed and quoted, guided a team of four and described his own position as managerial had won reinstatement from the Labour Court. The High Court set the award aside: his duties were mainly managerial rather than technical or clerical, so he was not a workman and the Labour Court had no jurisdiction. That was under the Industrial Disputes Act, 1947, but the managerial exclusion in Section 2(zr) is in the same words, and the self-appraisal you wrote for the second company describing yourself as leading and deciding is the document that will be read out.

If I am a worker: what the company had to do before retrenching me, and the clocks

A worker with at least a year of continuous service cannot be retrenched until the three conditions in Section 70 are met: one month's written notice indicating the reasons, or wages in lieu, compensation of fifteen days' average pay for every completed year of continuous service or any part beyond six months, paid at the time of retrenchment, and notice to the appropriate Government. A month's notice pay without the compensation and the government notice is two conditions short. The wrongful termination guide sets out the remedies, and the tech layoff guide explains why an office termination is retrenchment, not a lay-off.

The clocks are what people miss. Section 4(9) of the Code deems an individual worker's dispute over discharge, dismissal, retrenchment or termination an industrial dispute, so you do not need a union. The proviso to Section 53(1) bars the conciliation officer from holding conciliation more than two years after the dispute arose, which means two years from the termination letter. Once the officer sends a failure report, Section 53(6) gives you ninety days from receiving it to apply to the Tribunal. There is also a direct route: under Section 4(10) and (11) a worker who has applied for conciliation may go straight to the Tribunal after forty-five days, provided the application is made within two years of the termination.

In Karnataka the Tribunal is still the Labour Court. In BDK Valves Pvt Ltd v Devappa Yallappa Subbayi (Karnataka High Court, Dharwad Bench, 12 June 2026) the Court recorded that no Tribunal had yet been constituted under Section 44, followed the coordinate bench in Glastronix LLP v Glastronix Karmika Sangha (Karnataka High Court, 2026) that the existing Labour Courts continue as statutory authorities until the new Tribunals are formed, and relied on the Central Government's Removal of Difficulties Orders of 8 December 2025 and 2 February 2026 under Section 103, which keep them adjudicating pending and new cases. For a Bengaluru worker that means the State conciliation officer first and the Labour Court, Bengaluru after that.

If I am not a worker: the Karnataka Shops Act appeal and the thirty-day window

An employee who is neither a worker nor in a position of management appeals under Section 39(2) of the Karnataka Shops and Commercial Establishments Act, 1961 to the Assistant Commissioner of Labour for the area within thirty days of the order being communicated, and the appeal must name the company that removed you. Section 39(1) bars removal or dismissal of an employee with six months of continuous service except for a reasonable cause and with one month's notice or pay in lieu, and Section 39(2) gives the removed employee an appeal on the ground that there was no reasonable cause or no misconduct. Rule 25 of the Karnataka Shops and Commercial Establishments Rules, 1963 supplies the mechanics: the Assistant Commissioners of Labour are the appellate officers within their areas, and the appeal is a memorandum setting out the grounds concisely, presented within thirty days of communication of the order and accompanied by a copy of it. That last requirement is why the letter, not the email, is your document, and why the entity on the letter is your respondent.

If the thirty days have passed, the proviso to Rule 25(2) allows the appeal to be admitted on sufficient cause. Waiting for HR to say which company terminated you is a cause and the unanswered emails are the evidence, but condonation is a discretion, so file in time and put the confusion in the grounds. Under Section 39(3), where the removal was without reasonable cause or proof of misconduct, the authority may order reinstatement, or, where the employer will not reinstate, compensation of up to one month's pay for every year of service. Section 39(4) gives either side a revision to the District Judge. Section 3(1)(h) keeps persons in positions of management outside the Act altogether.

Deadline warning. The Section 39 appeal must be presented within thirty days of the date the termination order was communicated to you. Condonation under the proviso to Rule 25(2) is possible on sufficient cause, but a group that cannot say which company fired you is a ground of appeal, not a reason to wait.

My full and final settlement: which company owes it and by when?

The company that removed you owes it, and Section 17(2) of the Code on Wages, 2019 requires the wages of an employee who has been removed, dismissed or retrenched to be paid within two working days. Gratuity, if five years of continuous service are made out against that company, is payable within thirty days under Section 56(3) of the Code on Social Security, 2020, with simple interest after that under Section 56(4). The full and final settlement guide covers the recovery routes. Whichever entity issues the settlement statement has admitted it was the employer, usually more decisively than anything HR writes afterwards.

Two things to watch. The group may route the notice pay through the first company and the leave encashment through the second, so keep the bank narration. And the settlement will come with a form describing the payment as full and final satisfaction of all claims against the company and its affiliates. Do not sign it if you intend to appeal. Accepting the notice pay is not, by itself, an acceptance of the termination, but a release naming every company in the group is a different act, and it is the one the group actually wants.

Can I use the mismatch to argue the termination is invalid?

Not on its own: a company that was in fact your employer, terminated you on the no-fault clause, paid the notice pay and, if you are a worker, paid the compensation and served the government notice, has terminated you validly even if HR's email got the entity and the clause wrong. The mismatch is evidence of two useful things. It proves identity, which fixes the respondent and defeats the wrong-entity objection. And it exposes process: a letter with no reason, an email with a different one, and no enquiry behind either.

It becomes decisive where the process was already short. A worker retrenched without the Section 70 compensation, or without a notice stating the reasons, has a termination that fails the statute, and the mismatch shows the tribunal that the reasons were never settled in the employer's own mind. A Shops Act employee whose appeal turns on reasonable cause has an employer that gave two causes and proved neither. And a letter from an entity that never employed you is not a termination by your employer at all. What the mismatch cannot do is turn a compliant no-fault termination by the right company into an illegal one.

Where these cases actually turn, in my experience, is on the file, not on the theory of novation. The first thing I ask for at the first meeting is the sequence of payslips, because the month the payer's name changed is the date everything else is measured from, and the second is the EPF passbook, the one document neither company drafted for the occasion. The useful correspondence is short, goes to both registered offices, and asks three questions the group has to answer in writing: which company terminated me, on which clause, and for what reason. Whichever answer comes back narrows the case, and no answer is its own answer. Then we decide the track on the job you actually did, not the title the second company gave you, and calendar the thirty days before anything else is discussed.

What should I do this week?

1. Save everything before your access ends: the appointment letter, every payslip from both companies, the EPF passbook, the TDS certificates, the termination letter with its letterhead, the covering email with its headers, and the HR portal page showing your date of joining.
2. Pull the company master data for both entities from the Ministry of Corporate Affairs portal: registered office, CIN, directors, and any holding-subsidiary link.
3. Write one short letter to both companies at their registered offices by registered post, with copies to HR and each registered email. Say that the letter and the email name different companies and clauses, ask which company terminated you, on which clause and for what reason, and ask for the settlement within the two working days Section 17(2) allows. No accusations, no adjectives.
4. Do not sign a release, a backdated resignation or a no-claims declaration in exchange for the notice pay. If the money arrives, keep it and write that it is received without prejudice to your claims.
5. Calendar three dates: thirty days from communication of the termination order for the Section 39 appeal, two years from the termination for conciliation under Section 53(1) and the direct application under Section 4(11), and ninety days from any failure report under Section 53(6).
6. Decide the track on your duties, not your designation, by reading the worker status guide against your last appraisal and organisation chart.
7. File within the thirty days: a memorandum of appeal under Rule 25 before the Assistant Commissioner of Labour with a copy of the termination letter, naming the terminating company as employer and the first company as a further respondent, or a conciliation application naming both.
8. Keep the registered post receipts, the tracking pages and any returned envelopes. Service is the first thing the group will dispute.

The four numbers that govern the money and the remedy, in one place.

Mistakes people make in the first fortnight

The first is treating the brand as the employer. The name on the office wall is a trade name, the group can have half a dozen companies behind it, and the appeal is against a company with a CIN. The second is signing the settlement release to get the notice pay, often the entire object of offering it quickly. The third is waiting for HR to clarify while the thirty days run down. The fourth is resigning to keep the record clean, which converts a termination the employer has to justify into a resignation you have to unpick. The fifth is emailing senior management with allegations of fraud or shell companies. A group having several entities is lawful and ordinary, and calling it a sham invites the Balwant Rai Saluja standard of proven misuse of the corporate form, almost never met on facts like these.

Common mistake. Filing against the company on the appointment letter because that is the one you remember joining. Three years of the second company's payslips will be the employer's first exhibit, and the appeal dies on identity before anyone reads the grounds. Name both, and lead with the letterhead that fired you.

Frequently Asked Questions

This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.

Related Guides

Group-company terminations sit at the join between our employment and labour law practice and the contract questions handled by our civil litigation practice, and the three guides below cover the transfer, termination and settlement questions this page leaves to them.

• Your Employer Sold the Business: Section 73 and Your Service
• Wrongful Termination in India: Employee Rights and Remedies (2026)
• My Full and Final Settlement Is Not Paid Months After I Left: Deadlines, Where to Claim and How to Serve the Company