Merger & Acquisition
Navigate corporate mergers and acquisitions — scheme of arrangement under Sections 230-232, NCLT application, creditor and shareholder approvals, MCA filings and post-merger compliance.
Planning a merger or acquisition?
Share the structure. We handle the scheme of arrangement, NCLT filings and post-merger compliance.
Talk to a CS →A complete merger & acquisition package
Scheme of Arrangement
Drafting of the scheme of arrangement — share exchange ratio, appointed date, effective date and merger terms.
NCLT Application
Application to the NCLT under Sections 230–232 — directions for convening meetings of shareholders and creditors.
Shareholder & Creditor Meetings
Convening and conducting court-convened meetings of shareholders and creditors for scheme approval.
ROC Filings Post-Merger
INC-28 and other post-merger filings with the ROC after NCLT approval — registration of the scheme.
Due Diligence Support
Corporate secretarial due diligence — statutory registers, MCA records, pending litigation and compliance review.
Post-Merger Integration
Post-merger integration — share allotment, cancellation of transferor company and regulatory updates.
What is needed for merger & acquisition
Sections 230–232 — Scheme of Arrangement
Mergers and amalgamations are governed by Sections 230–232 — NCLT approval is mandatory.
NCLT Application Required
An application must be filed with the NCLT in the jurisdiction of each company — both transferor and transferee.
Court-Convened Meetings
NCLT directs the companies to convene meetings of shareholders and creditors — typically 75% approval required.
75% Approval Threshold
The scheme must be approved by at least 75% in value of shareholders and creditors voting in favour.
INC-28 After NCLT Order
Form INC-28 must be filed with the ROC within 30 days of the NCLT order to register the scheme.
CCI Approval If Applicable
If the merger crosses CCI thresholds (assets or turnover), Competition Commission of India approval is required.
Mergers through NCLT take 6–12 months — plan the appointed date and business continuity accordingly. The appointed date (from which the merger is effective for accounting purposes) is typically set 6–12 months before the effective date. We advise on the structure to minimise business disruption.
Common issues with merger & acquisition
Simple steps, no surprises
Structure and scheme drafted
Share exchange ratio determined, scheme of arrangement drafted, appointed date chosen.
NCLT application filed
Application filed with NCLT — directions obtained for convening shareholder and creditor meetings.
Meetings held and scheme approved
Court-convened meetings conducted — 75% approval obtained from shareholders and creditors.
NCLT order and ROC filings
NCLT order obtained — INC-28 filed within 30 days, post-merger integration completed.
Other services you may need
Frequently asked questions
A scheme of arrangement is a court-approved mechanism under Sections 230–232 of the Companies Act 2013 by which two or more companies can merge, amalgamate, demerge or restructure their businesses. NCLT approval is mandatory.
A typical merger through NCLT takes 6–12 months — from filing the NCLT application to receiving the final order. The timeline depends on the complexity of the scheme and the NCLT's schedule.
For a scheme to be approved, at least 75% in value (not number) of shareholders and creditors who vote at the court-convened meeting must approve the scheme. If the threshold is not met, the scheme fails and must be revised.
Competition Commission of India (CCI) approval is required if the merger crosses prescribed thresholds — currently assets above Rs 2,000 crore (combined) in India or turnover above Rs 6,000 crore (combined). The CCI application must be filed before the merger is completed.
A merger is when two companies combine into one entity — typically through a scheme of arrangement under the Companies Act. An acquisition is when one company acquires a controlling stake in another through share purchase — which requires share transfer compliance but not necessarily an NCLT scheme.
Planning a merger or acquisition?
We structure the scheme, file the NCLT application and handle all post-merger compliance.