Advisory on mergers, demergers, amalgamations, and capital restructuring.
Corporate restructuring is not just about the deal; it is about flawlessly navigating the complex statutory framework that governs it. Under this service, we handle the entire legal and secretarial execution of mergers, demergers, amalgamations, capital reductions, and internal group reorganizations. While our Valuation & Deal Advisory team helps you assess the financial synergies of an M&A transaction, our Corporate Restructuring team ensures the legal mechanism is drafted, filed, and sanctioned without regulatory roadblocks.
The restructuring landscape has shifted dramatically with the recent amendments to the Companies Rules. The Ministry of Corporate Affairs (MCA) has significantly widened the scope of the Fast-Track Merger (FTM) route under Section 233. We help eligible unlisted companies, start-ups, and holding-subsidiary structures bypass lengthy National Company Law Tribunal (NCLT) proceedings and achieve restructuring through the expedited Regional Director (RD) route. For larger, complex, or listed entities, we manage the traditional NCLT approval process end-to-end—from drafting the Scheme of Arrangement to managing shareholder meetings, creditor approvals, and liaising with statutory authorities like the ROC, Official Liquidator, and Income Tax Department.
CoversMergers, demergers, amalgamations, capital restructuring.
FocusCommercial and tax-efficient structuring.
GoalValue unlocked, cleanly and compliantly.
A Fast-Track Merger under Section 233 of the Companies Act allows specific classes of companies to merge with the approval of the Regional Director (RD) instead of going through the lengthy NCLT court process. This significantly reduces both the cost and the timeline of the restructuring.
We advise on structure and coordinate the end-to-end process with the relevant professionals and authorities.
Yes. Eligible companies can now execute a scheme of division or demerger using the Fast-Track route under Section 233, entirely bypassing the NCLT.
Yes. A reduction of share capital under Section 66 of the Companies Act, 2013 requires the approval of the NCLT. This is to ensure that the rights of the company's creditors are not prejudiced by the reduction of capital.
It is a comprehensive legal document that acts as the blueprint for the restructuring. It details the share exchange ratios, the transfer of assets and liabilities, the treatment of employees, and the legal effective dates of the merger or demerger.
Many restructurings can be structured efficiently within the law. We design for the best available outcome.
Tell us a little about your requirement and our team will get back to you with the right guidance and a clear next step.
