Types of Mergers We Handle

• Fast Track Merger

A streamlined process under Section 233 of the Companies Act, 2013, applicable to mergers of small companies or wholly owned subsidiaries.

• Merger of Holding and Subsidiary Companies

Simplifying operations by consolidating parent and subsidiary entities.

• Merger of Big Companies

Complex mergers involving large-scale entities requiring NCLT approvals and multi-level compliance.

• Reverse Merger

A strategic approach allowing private companies to become public entities by

How Can We Help?

We provide end-to-end assistance tailored to meet your M&A requirements:

• Strategic Advisory

Designing a roadmap for the merger, focusing on value creation and business objectives.

• Route Selection

Advising whether the merger qualifies for the RD Route (Fast Track) or requires the NCLT Route based on the company’s structure and transaction complexity.

• Due Diligence

Conducting a comprehensive review of legal, financial, and tax matters to mitigate risks.

• Valuation & Negotiation

Preparing detailed valuation reports and assisting in negotiations to achieve optimal terms.

• Regulatory Filings

Drafting and filing petitions, schemes, and forms with relevant authorities such as RD, NCLT, SEBI, and RBI.

Implementation Planning

Our structured process ensures efficient and compliant execution:

• Pre-Merger Assessment

• Identifying synergies, benefits, and potential risks associated with the merger.
• Analyzing stakeholder interests and financial viability.

• Route Selection and Approvals

• RD Route: For small companies and wholly owned subsidiaries under the Fast-Track Merger process.
• NCLT Route: Required for mergers involving public companies, cross-border transactions, or complex arrangements.

• Drafting and Filing Schemes

• Preparing the Scheme of Merger and associated documents for submission to the RD or NCLT.
• Filing Form CAA-9 (for RD) or Form CAA-1 (for NCLT) as applicable.

• Stakeholder Management

• Managing creditor and shareholder meetings to obtain necessary approvals.
• Coordinating with auditors, valuers, and legal advisors.

Post-Implementation Support

We provide comprehensive support to ensure the merger’s success:

• Integration Assistance

• Harmonizing systems, processes, and operations of merging entities.
• Aligning the corporate structure and human resources.

• Compliance Monitoring

• Filing post-merger compliance documents, including updated Memorandum of Association (MoA) and Articles of Association (AoA).
• Monitoring ongoing regulatory requirements under the Companies Act, FEMA, and SEBI regulations.

• Conflict Resolution

• Resolving disputes or operational challenges during the integration process.

• Performance Evaluation

• Tracking post-merger performance against defined benchmarks.
• Providing advisory for optimizing operational and financial metrics.

We ensure adherence to all relevant legal frameworks, including:

• Companies Act, 2013

• Section 233: Fast Track Merger process for small companies and wholly owned subsidiaries through RD approval.
• Sections 230-232: Comprehensive provisions governing mergers and arrangements under NCLT.

• SEBI Regulations

• SEBI (LODR) Regulations for listed companies involved in mergers.
• SEBI Substantial Acquisition of Shares and Takeover Regulations for reverse mergers.

• Income Tax Act, 1961

• Tax exemptions for amalgamations and carry-forward of losses under Sections 47 and 72A.

• Foreign Exchange Management Act (FEMA), 1999

• Approvals for cross-border mergers and outbound investments.

• Stamp Duty Laws

• State-specific requirements for mergers involving the transfer of immovable assets.

• Competition Act, 2002

• Approval requirements for mergers impacting market competition.