Merger, Amalgamation & Restructuring

Q: How is this different from your M&A advisory service?

M&A advisory focuses on strategic, financial, and negotiation aspects of deals, while this service focuses on the formal legal restructuring process - the scheme of arrangement and its NCLT approval. They often work together, with advisory shaping the deal and this service implementing it.

Q: What does the NCLT scheme process involve?

It generally involves structuring the scheme, preparing the scheme document and materials including valuations, filing with the NCLT, giving notices to shareholders, creditors, and authorities, obtaining approvals, and attending hearings until the tribunal sanctions the scheme.

Q: Why is valuation important in mergers and restructuring?

Valuation underpins the fairness of the arrangement, particularly the share exchange or swap ratio in a merger or amalgamation. A sound, defensible valuation supports approval by stakeholders and the tribunal and helps ensure fairness to all parties.

Q: How long does the scheme process take?

Timelines vary with the complexity of the scheme, approvals required, and the tribunal's process. A well-structured scheme with complete documentation and properly managed approvals and notices generally proceeds more smoothly, and we work to minimise avoidable delays.

End-to-End Support for Schemes of Arrangement and Corporate Restructuring Through the NCLT

Mergers, amalgamations, demergers, and other corporate restructurings are powerful tools for growth, consolidation, and efficiency — but in India they often require a court-approved scheme of arrangement sanctioned by the National Company Law Tribunal. The process is detailed and procedure-heavy, involving valuations, scheme drafting, approvals, notices to stakeholders and authorities, and hearings before the tribunal. Careful planning and precise execution are essential to a smooth, timely approval.

Our merger, amalgamation, and restructuring services provide comprehensive support through the entire scheme process — from structuring and documentation to the NCLT application and approvals — working with legal counsel where advocacy is required. We help you restructure efficiently and get schemes sanctioned smoothly. This service complements our merger & acquisition advisory, company law matters, and corporate litigation & representation.

Our Merger, Amalgamation & Restructuring Services

Scheme Structuring

Structuring mergers, amalgamations, demergers, and restructurings efficiently.

Scheme Documentation

Preparing the scheme of arrangement and supporting documents.

Valuation & Swap Ratio

Valuation support and share exchange (swap) ratio analysis.

NCLT Application

Preparing and filing the scheme application before the NCLT.

Approvals & Notices

Managing stakeholder approvals and notices to authorities.

Sanction & Implementation

Support through sanction of the scheme and its implementation.

Benefits of Professional Restructuring Support

Efficient structuring aligned with your commercial goals
Accurate scheme documentation and valuation support
Smooth handling of NCLT applications and approvals
Proper notices to stakeholders and authorities
Reduced risk of delays and objections
Coordinated support through to sanction and implementation

Frequently Asked Questions

What is a scheme of arrangement?

A scheme of arrangement is a legally sanctioned arrangement between a company and its shareholders or creditors, commonly used to give effect to mergers, amalgamations, demergers, and other restructurings. In India, such schemes typically require approval from the National Company Law Tribunal, following a prescribed process, before they take effect.

How is this different from your M&A advisory service?

Our M&A advisory focuses on the strategic, financial, and negotiation aspects of buying, selling, or merging businesses. This service focuses on the formal legal restructuring process — the scheme of arrangement and its approval through the NCLT. The two often work together: M&A advisory shapes the deal, and this service helps implement it via a scheme where required.

What does the NCLT scheme process involve?

The process generally involves structuring the scheme, preparing the scheme document and supporting materials including valuations, filing an application with the NCLT, giving notices to shareholders, creditors, and relevant authorities, obtaining necessary approvals, and attending hearings until the tribunal sanctions the scheme. Each step must follow the prescribed procedure.

Why is valuation important in mergers and restructuring?

Valuation underpins the fairness of the arrangement — particularly the share exchange or swap ratio in a merger or amalgamation, which determines how shares are allocated between the companies involved. A sound, defensible valuation supports approval by stakeholders and the tribunal and helps ensure the arrangement is fair to all parties.

How long does the scheme process take?

Timelines vary depending on the complexity of the scheme, the approvals required, and the tribunal's process. A well-structured scheme with complete documentation and properly managed approvals and notices generally proceeds more smoothly. We work to keep the process efficient and minimise avoidable delays.

Restructure with Expert Guidance

End-to-end support for mergers, amalgamations, and restructuring schemes through the NCLT.