CORPORATE FINANCE  ·  COMPANY LAW  ·  COMPLIANCE Delhi
Capital Markets & Transactions

Corporate Restructuring — Demergers, Mergers & Arrangements

Demergers, mergers, and arrangements rewire ownership and operations — and they only create value if they actually close. We run corporate restructuring end to end: scheme drafting, valuations and share exchange ratios, creditor and shareholder processes, regulatory approvals, and the NCLT process through to the listing of the resulting entity where applicable.

NCLTscheme process fully managed
Demerger / mergerboth executed end to end
Tax-neutralstructuring where the law permits
Through listingof the resulting entity, if applicable

When this matters.

The conglomerate that should be two companies

Distinct businesses trapped in one balance sheet, valued as one. A demerger unlocks value — we design the scheme, run the NCLT process, and list the resulting entity.

The group that needs consolidating

Multiple entities, duplicated compliances, trapped losses. A merger simplifies — we handle the scheme, the creditor process, and the tax structuring.

The business being carved out for sale

You're selling a division, not the company. We structure the carve-out — demerger vs. slump sale modelled on tax, stamp duty, and timeline — then execute.

What we do.

01

Scheme drafting

Scheme of arrangement — demerger, merger, amalgamation — drafted for NCLT approval, creditor acceptance, and tax outcomes simultaneously.

02

Valuation & exchange ratios

Independent valuation and share exchange ratio determination, documented to withstand shareholder and regulatory scrutiny.

03

NCLT process

Petition filing, representation, and approval — managed through hearings to the sanction order.

04

Approvals management

Creditor meetings, shareholder approvals, and regulatory NOCs — stock exchanges, SEBI, RBI, sectoral regulators — sequenced on one calendar.

05

Tax structuring

Capital gains neutrality, loss carry-forward preservation, and stamp duty optimisation — structured before the scheme is filed, not discovered after.

06

Implementation

Listing of the resulting entity where applicable, ROC filings, and book integration — the scheme actually completed, not just sanctioned.

The regulatory frame.

The law that governs this work.

  • Companies Act, 2013 — Sec 230–232
  • Income-tax Act — 2(19AA) (demerger), 2(1B) (amalgamation), 47 (tax neutrality)
  • SEBI circulars — scheme approvals for listed companies
  • Stamp Acts — duty on schemes (state-specific)

How we work.

STEP 01

Design

Scheme, valuation, and tax structure agreed before any filing.

STEP 02

Approve

Board, shareholder, creditor, and regulatory approvals sequenced.

STEP 03

Sanction

NCLT process through to the sanction order.

STEP 04

Implement

Listing, filings, and the operating reality.

Questions we hear.

Demerger or slump sale?

Demerger suits separating businesses with continuing shareholders; slump sale suits a clean cash exit from a division. Tax, stamp duty, and NCLT timelines differ materially — we model both.

How long does a demerger take?

Eight to fourteen months including NCLT approval, depending on complexity, creditors, and the tribunal's calendar.

Can losses transfer?

Unabsorbed depreciation and business losses can transfer in a qualifying demerger/amalgamation subject to 72A conditions. We structure to preserve them.

What about stamp duty?

Schemes attract stamp duty — state-specific, and material. We quantify it in the design phase, not after sanction.

Talk to us

Start with a conversation.

Tell us where your company is headed. A partner — not a sales rep — will respond.

Request a consultation