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Merger & Amalgamation – Expertvuw
Restructuring

Merger and Amalgamation of Companies through the NCLT

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.

Overview

How a merger through the NCLT works

Mergers and amalgamations are approved under sections 230 to 232 of the Companies Act, 2013. The usual steps are:

  • Board approval of the scheme, with a valuation report and share exchange ratio from a registered valuer and an auditor’s certificate on accounting treatment.
  • First motion application to the NCLT to call — or dispense with — meetings of shareholders and creditors.
  • Meetings of shareholders and creditors to approve the scheme by the required majority.
  • Notices to the Regional Director, ROC, Official Liquidator, income tax authorities and other regulators, who may make representations.
  • Second motion petition for sanction, and the NCLT’s order.
  • The order is filed with the ROC in Form INC-28.

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.

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What This Service Covers

What our merger service covers

1

Choosing between the NCLT route and fast-track merger

2

Scheme drafting support with legal counsel

3

Coordination of the valuation and auditor’s certificate

4

First and second motion documentation, notices and meetings

5

Post-merger filings, INC-28 and integration of records

Key facts at a glance

Sections 230–232

Provisions for mergers and arrangements

NCLT

Sanctions the scheme

Registered valuer

Values shares and the exchange ratio

First motion

Application to call or dispense with meetings

Second motion

Petition for sanction of the scheme

INC-28

Filing of the NCLT order with the ROC

Common Issues

Where mergers commonly get delayed

Most delays come from objections and incomplete notices.

Regulator objections

Tax or regulatory objections not addressed in advance.

Creditor issues

Creditors not engaged early, leading to objections.

Wrong route

Qualifying companies go through the NCLT instead of the faster route.

Related Services

Related services

Other restructuring options.

Fast-Track Merger

Regional Director route.

NCLT & NCLAT Matters

Tribunal proceedings.

Business Valuation

Valuation support.

Due Diligence

Before the deal.

Documents Required

Documents we need from you

Company Documents

Scheme Documents

Our Process

How we manage your merger

1

Route

NCLT or fast-track route chosen.

2

Scheme

Scheme drafted with counsel; valuation obtained.

3

First motion

Application filed with the NCLT.

4

Meetings

Shareholder and creditor meetings, or dispensation.

5

Second motion

Petition for sanction and hearings.

6

Completion

Order filed in INC-28; records and registrations updated.

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After Sanction

After the NCLT sanctions the scheme

The merger takes effect once filed; integration follows.

INC-28

NCLT order filed with the ROC.

Transfer

Assets, liabilities and employees move to the transferee company.

Registrations

GST, licences and bank accounts updated.

Dissolution

Transferor company dissolved without winding up.

Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    Who approves a merger of companies in India?

    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.

    About Expertvuw

    Who handles your case

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    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.

    Expertvuw Management Pvt Ltd