Equity Governance Framework · ValueReady Layer

Mergers & Amalgamation

Combine two entities into one - scheme drafting, NCLT approval, and the post-merger integration that determines whether the deal actually delivers value.

NCLT approval is required

Most mergers require National Company Law Tribunal approval, a multi-month judicial process.

Fast-track exists for small entities

Small companies and certain holding-subsidiary mergers can use a simplified fast-track process instead.

Valuation is central

Share exchange ratios depend on an independent valuation, contestable by dissenting shareholders.

Integration is where value is won or lost

Legal completion is only the start - cap table, HR, and systems integration determine real outcomes.

What's Included

From scheme to genuine integration.

01
Structure & valuation coordination

Merger structure planned and independent valuation coordinated for the share exchange ratio.

02
Scheme of arrangement drafting

The formal scheme document drafted for approval by shareholders, creditors and the NCLT.

03
NCLT filing & hearing coordination

Application filed and hearings coordinated through to the tribunal's final order.

04
Post-merger integration

Cap table consolidation, statutory register merging, and compliance calendar unification.

Where This Fits in the Equity Governance Framework

Part of Layer 4 - ValueReady, mainly for Existing Company Setup.

Track 1
New Company Setup

Not typically needed at incorporation, but understanding merger mechanics early helps if group restructuring is anticipated.

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Track 2
Existing Company Setup

Consolidating group entities or being acquired? We handle the scheme, NCLT process and integration alongside your existing records.

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How We Support You

A merger that integrates cleanly, not just legally closes.

Independent valuation coordinated

We coordinate with SEBI-registered valuers to arrive at a defensible exchange ratio.

NCLT process actively managed

Hearings, objections and creditor consents tracked through to the final tribunal order.

Integration planned, not left to chance

Cap table, statutory registers and compliance calendars are merged into one clean record.

Common questions

How long does a merger typically take?

Standard NCLT-route mergers typically take 6–12 months; fast-track mergers between eligible entities can be significantly faster.

Can shareholders object to a merger scheme?

Yes - dissenting shareholders and creditors can raise objections during the NCLT process, particularly around the valuation and exchange ratio.

What's the difference between a merger and an acquisition?

A merger combines two entities into one (often via NCLT scheme); an acquisition typically involves one company buying shares or assets of another without necessarily merging entities.

Planning a merger or amalgamation?

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