Inbound and outbound cross border mergers, schemes of arrangement, demergers, slump sales, business transfer agreements and NCLT representation.
Short, direct, on the record.
Yes, under Section 234 of the Companies Act, 2013 read with the FEMA (Cross Border Merger) Regulations, 2018. The foreign company must be incorporated in a jurisdiction notified by the Central Government. Both inbound (foreign into Indian) and outbound (Indian into foreign) mergers are permitted with RBI prior approval.
Section 233 allows merger between a holding company and its wholly owned subsidiary, or between two small companies or between a small company and a section 8 company, without NCLT involvement. The scheme requires approval of members holding 90% value, creditor consent and ROC/OL approval within 30 days.
A slump sale transfers a business undertaking as a going concern for a lump sum consideration without individual asset valuation. A merger involves amalgamation of the entire company with court (NCLT) or statutory approval. Slump sale does not require NCLT approval and has different tax treatment under Section 50B.
Typically 6 to 12 months from filing to NCLT order, depending on the complexity, number of regulators involved and NCLT bench workload. The process includes notice to regulators, convened meetings, publication of notices and final hearing.
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