A merger combines two or more companies into one, where the surviving entity absorbs the assets and liabilities of the others — typically in consideration of equity shares, debentures, cash, or a mix. Amalgamations, demergers, and arrangements proceed through a scheme under Sections 230 to 232 of the Companies Act, 2013, sanctioned by the NCLT.
About This Service
These transactions touch shareholders, creditors, regulators, and tax law simultaneously. We manage the secretarial spine of the deal — board and shareholder resolutions, scheme drafting support, NCLT petitions and notices, creditor meetings, and post-sanction filings — coordinating with legal and tax counsel throughout.
What We Cover
- Amalgamation and merger schemes (Sec 230–232)
- Demergers and business transfers
- Share transfers and transmission
- Buy-back and capital reduction
- NCLT petitions, notices, and hearings support
- Shareholder and creditor meeting compliance
- Post-sanction ROC and regulatory filings
- Fast-track mergers (Sec 233) for eligible companies
How an NCLT merger scheme proceeds
General overview of the scheme-of-arrangement process under Sections 230–232 of the Companies Act, 2013.
- 1
Structure the scheme
Agree the commercial terms — share swap ratio supported by a valuation report, appointed date, and treatment of employees, creditors, and pending proceedings — and have the board approve the draft scheme.
- 2
Seek NCLT directions
File the first-motion application seeking directions for convening shareholder and creditor meetings, with notices to regulators including the ROC, Regional Director, Official Liquidator, and tax authorities.
- 3
Hold stakeholder meetings
Convene meetings of shareholders and creditors as directed, pass the scheme by the requisite majority, and record the chairperson's report on voting.
- 4
Petition for sanction
File the second-motion petition with meeting results and regulatory reports/no-objections, and appear before the NCLT for sanction hearings.
- 5
Give effect and file
File the certified sanction order with the ROC in Form INC-28, transfer assets and liabilities on the appointed date, issue consideration shares, and update all statutory records.
Information on this page is for general guidance only and does not constitute professional advice. Provisions, forms, fees, and timelines under the Companies Act and allied laws change from time to time — confirm applicability to your facts before acting.
Working with this practice
- Direct engagement with the professional handling your matter
- Proactive tracking of statutory timelines and filings
- Clear, written advice before you commit to a course of action
- Confidential handling of corporate records throughout the engagement
Certain specialised engagements may be undertaken in association with empanelled professionals where the matter requires.