Merger, Amalgamation & Restructuring

Structuring & Executing Corporate Mergers, Demergers & Reorganisations

Mergers, amalgamations, and demergers involve a combination of corporate law, tax, accounting, and valuation considerations, executed through schemes sanctioned by the National Company Law Tribunal (NCLT) or, where eligible, through fast track routes.

We advise on structuring and executing mergers, amalgamations, and business reorganisations, coordinating the valuation, accounting, legal, and regulatory workstreams required to implement the scheme.

Our Merger, Amalgamation & Restructuring Services

Merger & Amalgamation Structuring

Structuring mergers and amalgamations to meet business and tax objectives.

Demerger & Business Reorganisation

Structuring demergers and business unit reorganisations.

Scheme Drafting & NCLT Filing Support

Drafting the scheme of arrangement and coordinating NCLT filing and approval.

Swap Ratio & Valuation Support

Determining share swap ratios and valuation inputs for the scheme.

Regulatory & Stakeholder Approvals

Coordinating approvals from regulators, creditors, and shareholders.

Post-Merger Integration Advisory

Advising on accounting, compliance, and operational integration post-merger.

Why Merger, Amalgamation & Restructuring Matters

Enables consolidation, simplification, or separation of business structures
Provides tax-efficient routes for business reorganisation where applicable
Structured NCLT process provides legal finality to the arrangement
Valuation-backed swap ratios support fair treatment of shareholders
Coordinated approach reduces delays across regulatory approvals
Supports smoother post-merger integration and compliance transition

Frequently Asked Questions

What is the process for a merger or amalgamation under the Companies Act?

The process generally involves drafting a scheme of arrangement, obtaining board and shareholder approval, filing with the NCLT, obtaining approvals from regulators and creditors as applicable, and implementing the scheme upon NCLT sanction.

What is the difference between a merger and a demerger?

A merger combines two or more entities into one, while a demerger involves splitting a company's business into separate entities, typically to achieve strategic separation or unlock value.

How is the swap ratio determined in a merger?

The swap ratio is typically determined based on an independent valuation of the merging entities, using methods such as discounted cash flow, comparable companies, or net asset value, as appropriate.

How long does an NCLT merger process typically take?

Depending on complexity, regulatory approvals required, and NCLT bench workload, the process commonly takes anywhere from six months to over a year from filing to final sanction.

What regulatory approvals may be required for a merger?

Depending on the nature of the entities involved, approvals may be required from the Registrar of Companies, Regional Director, sectoral regulators, income tax authorities, and in some cases the Competition Commission of India.

Talk to Our Merger, Amalgamation & Restructuring Team

From assessment to execution, we help you navigate merger, amalgamation & restructuring with clarity and compliance.

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