Mergers and Acquisitions Advisory
Merging two companies, buying a business or splitting one off needs the right legal route and a fair valuation. We structure the deal, draft the scheme, coordinate the registered valuer and handle the filings on the NCLT route (Sections 230 to 232) or the fast-track route (Section 233) of the Companies Act, 2013.
What it is
A merger (the Act calls it an amalgamation) folds one company into another. The transferor company’s assets, liabilities, contracts and staff move to the transferee, and the transferor is dissolved without winding up. A demerger does the reverse: one undertaking is split off into another company. An acquisition is simpler: you buy the shares or business of another company, and both companies carry on.
Mergers and demergers are schemes of arrangement. The main route is Sections 230 to 232 of the Companies Act, 2013, with approval of the National Company Law Tribunal (NCLT); for Haryana companies that is the Chandigarh bench. Certain companies can instead use the fast-track route under Section 233, approved by the Regional Director, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
Who it applies to
Promoter groups tidying up
Group companies doing similar work, each with its own audit. Merging cuts compliance.
Parents folding in a subsidiary
A spent subsidiary can merge into its parent. Since 4 September 2025, this is possible on the fast-track route even where the subsidiary is not wholly owned, as long as it is unlisted.
Buyers and sellers of a business
A buyer taking over a company through a share transfer, or a seller hiving off one division. These deals need valuation and clean paperwork more than a tribunal order. Here is the catch: buy the shares and you also buy every old GST demand the company carries.
Why it matters
Pick the route early
A fast-track merger with the Regional Director skips the NCLT hearings, which can save months.
Get the value right
The share exchange ratio rests on a registered valuer’s report. If it is weak, shareholders, creditors or the tax officer can question it later.
Check stamp duty and tax first
A merger order attracts state stamp duty on the property it moves, and the deal can be tax-neutral or taxable depending on its structure. Check both, with your wider tax planning, before signing.
NCLT, fast-track or straight acquisition?
| NCLT scheme (s.230–232) | Fast-track merger (s.233) | Share or business purchase | |
|---|---|---|---|
| Who can use it | Any company | Small companies, startups, holding company with unlisted subsidiary, fellow subsidiaries (transferor unlisted), and unlisted companies with borrowings up to ₹200 crore and no default | Any buyer and seller |
| Approver | NCLT | Regional Director (Central Government) | None for a plain share purchase; sector regulators where relevant |
| Shareholder approval | Majority in number representing three-fourths in value voting | Members holding at least 90% of the total number of shares | As per the share purchase agreement and articles |
| Creditor approval | Three-fourths in value, or meeting dispensed with if 90% in value consent by affidavit | Nine-tenths in value | Lender consents under loan documents |
| Key forms | NCLT petition; order filed with ROC within 30 days | CAA-9, CAA-10, CAA-10A, CAA-11, CAA-12 | SH-4 for share transfer; FEMA forms if a non-resident is involved |
In practice, a small Faridabad manufacturing group with two or three private companies under the same promoters often fits the fast-track route. Listed groups, or ones with many creditors or a split shareholder base, go to the NCLT.
Documents required
Corporate records
- MoA and AoA of every company in the scheme
- Recent audited and provisional accounts
- Shareholding pattern and list of creditors with amounts
- Board resolutions approving the scheme
Valuation and certificates
- Valuation report by a registered valuer under Section 247, with the share exchange ratio
- Auditor’s certificate that the accounting treatment follows the accounting standards
- Declaration of solvency (CAA-10) and auditor’s certificate (CAA-10A) for fast-track cases
For an acquisition
- Due diligence documents: ROC filings, tax returns, GST, licences, loan papers, litigation list
- Term sheet and draft purchase agreement
- Valuation for income-tax and FEMA pricing, where needed
How it works
Map the group and pick the route
We study shareholding, borrowings and listing status, and tell you if the fast-track route is open.
Value the companies and fix the ratio
A registered valuer prepares the valuation report and share exchange ratio. We give the valuer clean numbers.
Draft the scheme and pass resolutions
We draft the scheme and board resolutions, and get the auditor’s certificate on accounting treatment.
Invite objections and get approvals
On fast-track, notice goes to the ROC and Official Liquidator in CAA-9, followed by shareholder and creditor approval. On the NCLT route, the tribunal orders meetings and notices to regulators.
Get the order and file it
Once the confirmation or order is in, we file it with the ROC, pay stamp duty and update PAN, GST, bank and licence records.
Timelines
Wait out the objection window
30 days for the ROC and Official Liquidator under Section 233, and 30 days for regulators notified under Section 230.
File within days of approval
Fast-track: CAA-11 with the Regional Director within 15 days of the shareholder and creditor approvals. NCLT route: certified order to the ROC within 30 days under Section 232(5).
Allow for the Regional Director’s review
If the Regional Director sees a fast-track scheme as against public or creditors’ interest, it can refer it to the NCLT within 60 days of receipt.
What happens if the process slips
The merger never takes effect
Until the order or confirmation is filed with the ROC, nothing moves, and both companies keep filing their own returns.
Objectors stall the scheme
Under Section 230, shareholders with at least 10% or creditors with at least 5% of total outstanding debt can object. Ignoring them invites delay. A cousin holding 12% in one company of a Ballabgarh family group can oppose the swap ratio and be heard.
Stamp duty comes back later
The merger order is chargeable under the stamp law of the state where the property sits. Unpaid duty can hold up property mutation and lender security.
Frequently asked questions
What is the difference between a merger and an acquisition?
In a merger, one company is absorbed into another and stops existing; its assets and liabilities pass to the survivor. In an acquisition, a buyer purchases shares or a business, and both companies carry on as before. A merger needs a scheme under Sections 230 to 233. An acquisition mostly needs a share purchase agreement, valuation and a share transfer. We help you decide which suits the deal.
Which companies can use the fast-track merger?
Since 4 September 2025, the fast-track route under Section 233 covers small companies, startups, a holding company and its unlisted subsidiary, fellow subsidiaries of the same holding company where the transferor is unlisted, and unlisted companies with total borrowings up to ₹200 crore and no repayment default. The last category needs an auditor’s certificate in Form CAA-10A. Listed transferor companies stay on the NCLT route. We check eligibility before anything is drafted.
What approvals does a fast-track merger need?
Shareholders holding at least 90% of the total number of shares, and creditors holding nine-tenths in value, must approve the scheme. Before that, the ROC and the Official Liquidator get 30 days to object after notice in Form CAA-9, and each company files a declaration of solvency. The scheme then goes to the Regional Director in Form CAA-11. If no one objects, the Regional Director confirms it.
What majority is needed in an NCLT merger?
A majority of persons representing three-fourths in value of the creditors or members voting, class by class, under Section 230(6). The NCLT can dispense with a creditors’ meeting if creditors holding at least 90% in value agree by affidavit. Notices go to the Central Government, income-tax authorities, the ROC, the Official Liquidator and, where relevant, RBI, SEBI and the Competition Commission. Each has 30 days to make representations.
Is a valuation report compulsory?
In a merger with a share exchange, yes. The explanatory statement must include the valuation report and explain the share exchange ratio. It must come from an IBBI-registered valuer under Section 247. In a share purchase, valuation is also needed for income-tax and, if a non-resident is involved, for FEMA pricing. We coordinate with the valuer and check the report against the scheme.
How much stamp duty applies in Haryana?
Under the Indian Stamp (Haryana Second Amendment) Act, 2017, the duty on a merger or demerger order is 1.5% of the higher of the fair market value of the property or the consideration stated in the order, capped at ₹7.5 crore. Each state has its own rate, set by where the property sits. For a share purchase, stamp duty on the transfer is 0.015% of the consideration across India. We work this out before you sign.
Can a merger be tax-neutral?
Yes, if it meets the Income-tax Act’s conditions for an amalgamation or demerger. Broadly, all property and liabilities must pass to the transferee, and enough shareholders must become shareholders of the transferee. When the conditions are met, the transfer of assets and the share swap need not trigger capital gains. With the Income-tax Act, 2025 applying from tax year 2026-27, we check the conditions under the current law and plan the scheme around them.
Can a demerger use the fast-track route?
Yes. The 2025 amendment to Rule 25 of the Compromises, Arrangements and Amalgamations Rules expressly brings schemes of division or transfer of an undertaking, that is demergers, within the fast-track route for eligible companies. The same approvals apply: 90% of shareholders, nine-tenths of creditors in value and the Regional Director’s confirmation. We check whether both companies qualify first.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Outside costs include ROC and NCLT filing fees, the registered valuer’s fee, advocate’s fees on the NCLT route, and stamp duty. In Haryana, stamp duty on a merger order is 1.5% of the higher of the property’s fair market value or the consideration, capped at ₹7.5 crore; on a share transfer it is 0.015% of the consideration.
Ready to begin?
Tell us which companies are involved and the end shape you want. We will map the route and costs.