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Home / Company Law & Secretarial Services / Merger & Amalgamation
Last updated: 2 October 2026
Merging group companies or combining with another business through a scheme of arrangement is a court-supervised process before the NCLT. Our team coordinates the scheme, the approvals and the filings, alongside your valuers, auditors and legal counsel.
Mergers and amalgamations are approved under sections 230 to 232 of the Companies Act, 2013. The usual steps are:
The process typically takes many months. Smaller companies, startups and group companies may qualify for the faster fast-track merger route before the Regional Director instead.
Based on the Companies Act, 2013 and the rules made under it. Last updated: 27 September 2026.
Provisions for mergers and arrangements
Sanctions the scheme
Values shares and the exchange ratio
Application to call or dispense with meetings
Petition for sanction of the scheme
Filing of the NCLT order with the ROC
Most delays come from objections and incomplete notices.
Tax or regulatory objections not addressed in advance.
Creditors not engaged early, leading to objections.
Qualifying companies go through the NCLT instead of the faster route.
Other restructuring options.
Regional Director route.
Tribunal proceedings.
Valuation support.
Before the deal.
NCLT or fast-track route chosen.
Scheme drafted with counsel; valuation obtained.
Application filed with the NCLT.
Shareholder and creditor meetings, or dispensation.
Petition for sanction and hearings.
Order filed in INC-28; records and registrations updated.
The merger takes effect once filed; integration follows.
NCLT order filed with the ROC.
Assets, liabilities and employees move to the transferee company.
GST, licences and bank accounts updated.
Transferor company dissolved without winding up.
Share your query and our team will reply during business hours.
The NCLT, under sections 230 to 232, after shareholder and creditor approval and notice to regulators.
Typically several months, depending on the tribunal, objections and the number of parties involved.
Yes. A registered valuer’s report supports the share exchange ratio.
A simpler route before the Regional Director for small companies, startups, holding-subsidiary and certain other unlisted companies.
It is dissolved without winding up once the scheme takes effect.
ACS – Director, Expertvuw Management Pvt Ltd
Merger projects are coordinated by Expertvuw’s team. Schemes are settled with legal counsel, valuations are issued by registered valuers, and representation before the NCLT is made through authorised professionals or advocates.