Due diligence that buyers run before any M&A deal.
Restructuring
Merger & Demerger Advisory — NCLT Scheme & Post-Merger Integration
End-to-end merger, demerger and amalgamation advisory under sections 230–232 of the Companies Act — scheme design, valuation, NCLT petition, regulatory approvals and post-merger integration.
What we deliver
1
Scheme of arrangement drafting (merger, demerger, slump sale)
2
Valuation report and share-exchange ratio determination
3
Board, shareholder and creditor meetings (NCLT-convened)
4
NCLT petition filing and representation
5
Stamp duty, income-tax and GST impact review
6
Post-merger integration — books, payroll, GST, ROC
How we engage
Scope-based fee, confirmed in writing
Fees depend on the nature and complexity of the work, number of entities and countries, transaction volume, reporting frequency, deadlines, and whether the engagement is ongoing or one-off. After an initial discussion we send a written engagement letter setting out the scope, deliverables, timelines and fee.
Request a QuoteMerger, demerger and fast-track routes
Mergers, amalgamations and demergers of companies are carried out through a scheme of arrangement approved by the National Company Law Tribunal under Sections 230 to 232 of the Companies Act, 2013. The scheme sets out what moves, the share-exchange ratio, the appointed and effective dates and how employees, creditors and contracts are treated.
Section 233 offers a fast-track route for mergers between small companies, between a holding company and its wholly owned subsidiary, and certain other prescribed classes. This route is approved by the Regional Director instead of the NCLT, which usually reduces time and cost, but it needs high levels of shareholder and creditor approval.
The scheme journey, step by step
- Rationale and structure: what the restructuring should achieve and which route fits.
- Valuation and share-exchange ratio by a registered valuer, with a fairness view where required.
- Board approval of the scheme, followed by the first-motion application to the NCLT seeking directions on meetings.
- Meetings of shareholders and creditors, or dispensation where the tribunal allows it.
- Notices to the Central Government, the Registrar, the Official Liquidator, the income tax department and other sector regulators for their representations.
- Second-motion petition, hearing and sanction order, then filing with the ROC to make the scheme effective.
Tax and integration issues
A merger that qualifies as an "amalgamation" under the Income-tax Act and a demerger that meets the statutory definition can be tax-neutral, and accumulated losses can be carried forward only if the specific conditions are met. Stamp duty on the transfer depends on the state, and GST registrations and credits need to be moved. Integration of books, payroll and compliance is where many schemes run into problems after sanction.
Figures and timelines above reflect our understanding at the time of writing; confirm against the latest Act, Rules and notifications before relying on them.
We usually pair this work with business valuation and due diligence support.
Practical questions
What is the appointed date?
It is the date from which the scheme takes effect for accounting and tax purposes, often the start of a financial year. The effective date is when the sanctioned scheme is filed with the Registrar.
Is a slump sale an alternative?
Yes. A slump sale transfers an undertaking for a lump-sum consideration under a contract, without a tribunal process. It is faster but has different tax and stamp-duty consequences.
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Frequently Asked Questions
Related services
Guides & Resources
How business value is determined in a merger.
Post-merger compliance obligations with the ROC.