Amalgamations and restructuring, planned to be tax-neutral
We design and run group restructurings from the first structure note through tribunal approval, accounting and post-merger filings.
Overview
A restructuring succeeds or fails on details: the appointed date, the swap ratio, whether losses carry forward, how stamp duty applies and what the accounting will show. Each has to be settled before a scheme is filed.
We work with promoters, company secretaries and legal counsel to structure the transaction, prepare the scheme, obtain approvals and complete the accounting and tax filings that follow.
What we handle
Structuring
Merger, demerger, slump sale, share swap or capital reduction; comparison of tax, stamp duty and timeline for each route.
NCLT schemes
Schemes of arrangement under sections 230 to 232 of the Companies Act, 2013, with creditor and shareholder processes and regulator notices.
Fast-track mergers
Mergers under section 233 for small companies, holding and wholly owned subsidiaries and the further classes of companies added by MCA in 2025.
Tax neutrality
Conditions for tax-neutral amalgamations and demergers, carry-forward of losses and depreciation, and the treatment of slump sales.
Valuation and accounting
Coordination with registered valuers, swap ratios, and accounting under Ind AS 103 or AS 14 for common-control transactions.
Listed company schemes
Stock exchange and SEBI processes for schemes involving listed entities, including disclosures and shareholder approvals.
Typical situations
- Merging dormant or loss-making group companies to cut compliance costs
- Demerging a business into a separate company ahead of investment or succession
- Transferring a business undertaking by slump sale
- Consolidating promoter holdings before an SME listing
Laws and regulations
- Companies Act, 2013 (ss. 230–234)
- Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
- Income-tax Acts, 1961 and 2025
- Indian Stamp Act and State stamp laws
- SEBI (LODR) Regulations
- FEMA (Cross Border Merger) Regulations, 2018
Frequently asked questions
How long does an NCLT merger take?
Timelines vary with the bench, objections and regulator responses. Fast-track mergers under section 233, which go to the Regional Director instead of the Tribunal, are usually quicker where the companies qualify.
Will the merged company keep the tax losses?
Accumulated losses and unabsorbed depreciation can carry forward in an amalgamation only where the conditions in the income-tax law are met. We test those conditions before the scheme is finalised.
Is stamp duty payable on a merger?
Stamp duty on the NCLT or Regional Director order depends on the State where the property and registered offices are located. We estimate it early because it can change the preferred structure.
Got a notice, a deadline or a big decision?
Tell us what you are facing and when it is due. A partner will get back to you.