Corporate Mergers & Acquisitions

Overview

Our Corporate Mergers & Acquisitions practice provides end-to-end advisory on domestic and cross-border mergers, acquisitions, joint ventures, and corporate restructuring for promoters, strategic acquirers, PE/VC investors, and target companies across Delhi NCR and North India. We structure and execute share and asset purchases, slump sales, demergers, and court-approved schemes of arrangement and amalgamation under Sections 230 to 232 of the Companies Act, 2013, and manage the associated regulatory approvals before the NCLT, SEBI, the CCI, and the RBI. Our work covers legal and commercial due diligence, deal structuring with tax-efficiency under the Income Tax Act, 1961, FEMA and FDI/ODI compliance for cross-border deals, and negotiation of definitive agreements such as SPAs, SHAs, and JV agreements. We also advise listed companies on takeover-code compliance and provide post-merger integration and dispute-resolution support throughout the region.

1. 1

   Obtain board approval and a registered valuation

   Convene board meetings of each transferor and transferee company to approve the draft scheme of arrangement, the share-exchange ratio, and the appointment of a Registered Valuer (under Section 247) to issue a valuation report. A merchant banker's fairness opinion is also obtained where shares are listed.

2. 2

   File the first-motion application with NCLT

   File a joint or separate first-motion application in Form NCLT-1 under Section 230 before the National Company Law Tribunal having jurisdiction over the registered office, accompanied by an affidavit in Form NCLT-6, the scheme, the valuation report, and the disclosures required by Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

3. 3

   Hold creditor and member meetings as directed

   On the first-motion order, convene the meetings of equity shareholders, secured creditors, and unsecured creditors as directed by NCLT, issuing notice in Form CAA-2 at least one month in advance with the explanatory statement. The scheme must be approved by a majority in number representing three-fourths in value of each class present and voting (Section 230(6)). Meetings may be dispensed with where 90% of creditors by value consent.

4. 4

   Serve notice on statutory and sectoral regulators

   Serve notice of the application under Section 230(5) on the Central Government (Regional Director), the Registrar of Companies, the Income Tax Department, and sectoral regulators such as RBI, SEBI, or the stock exchanges as applicable, inviting representations within 30 days.

5. 5

   Obtain CCI approval where thresholds are met

   Where the combination crosses the asset/turnover thresholds under Section 5 of the Competition Act, 2002 and is not exempt under the de minimis (small target) exemption, file a combination notice with the Competition Commission of India and obtain its approval before the scheme is sanctioned.

6. 6

   File the second-motion petition for sanction

   After the meetings, file the second-motion petition in Form CAA-5 under Section 232 reporting the meeting results (chairperson's report in Form CAA-4) and the regulators' responses. NCLT hears objections and, if satisfied the scheme is fair, sanctions it by an order in Form CAA-7.

7. 7

   File the order with the Registrar of Companies

   File the certified NCLT sanction order with the RoC in Form INC-28 within 30 days of receipt. The scheme becomes effective from the appointed date, the transferor company stands dissolved without winding up, and assets and liabilities vest in the transferee company.

This is a general guide. For advice on your specific matter, speak to our M&A team.