NCLT demerger procedure and tax
Mergers, acquisitions and corporate restructurings in India are governed by the Companies Act 2013 (Sections 230–240 for schemes of arrangement), the Competition Act 2002 (merger-control thresholds and CCI approval), the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 (for listed targets), and FEMA where cross-border capital is involved. The choice of transaction structure — share purchase, asset purchase, slump sale (defined in Section 2(42C) of the Income-tax Act 1961), scheme of arrangement, or merger — depends on tax, regulatory approval, third-party-consent and liability-transfer considerations. AMLEGALS advises acquirers, sellers, promoters and investors on structure selection, due diligence findings and regulatory clearances.
A cross-border M&A transaction adds FEMA pricing rules (for shares of Indian companies), RBI approval (if the sector or investor triggers government-route requirements), Competition Commission clearance (if the thresholds under Section 5 of the Competition Act are met), and SEBI open-offer obligations (for listed targets). AMLEGALS coordinates the regulatory-clearance workstream in parallel with the commercial negotiation, so that the transaction timeline is not extended by sequenced approvals.
Advising on the optimal structure — share purchase, slump sale, demerger, scheme of arrangement or asset purchase — based on tax, regulatory and commercial considerations.
Conducting legal due diligence across corporate, regulatory, litigation, labour, IP, data-protection and real-estate diligence streams, and mapping the risks into the transaction documents.
Drafting and negotiating the share-purchase agreement, shareholders’ agreement, business-transfer agreement or scheme of arrangement, including representations, indemnities and conditions precedent.
Filing the merger-control notification with the Competition Commission of India (CCI) and obtaining sector-specific approvals (RBI, SEBI open offer, NCLT for schemes).
Structuring and documenting the cross-border capital flow, FEMA pricing compliance (fair value under FEMA NDI Rules), FC-GPR/FC-TRS filing and downstream-investment reporting.
Advising on post-closing integration — entity consolidation, employee transfer, contract novation, IP assignment and compliance harmonisation.
Under Section 5 of the Competition Act 2002, a combination requires CCI approval if the combined assets or turnover of the parties exceed the prescribed thresholds. The current thresholds (as revised) are: combined assets in India exceeding two thousand crore rupees or combined turnover in India exceeding six thousand crore rupees. A deal-value threshold of two thousand crore rupees was introduced by the Competition (Amendment) Act 2023.
A slump sale under Section 2(42C) of the Income-tax Act 1961 (corresponding provisions of the Income-tax Act 2025 apply from 1 April 2026) is the transfer of one or more undertakings as a going concern for a lump-sum consideration, without values being assigned to individual assets and liabilities. Capital-gains computation on a slump sale follows Section 50B, with the net worth of the undertaking as the cost of acquisition.
Under the SEBI Takeover Regulations 2011, an open offer to the public shareholders is triggered when an acquirer (together with persons acting in concert) acquires shares or voting rights exceeding 25% of the target company, or acquires more than 5% in any financial year when already holding 25% or more, or acquires control.
Yes, subject to FEMA (Non-Debt Instruments) Rules 2019, the FDI sectoral cap and conditions, RBI approval (if applicable), CCI clearance and SEBI open-offer obligations (for listed targets). Share pricing must comply with the FEMA valuation rules (fair value certified by a SEBI-registered merchant banker or a chartered accountant).
No. No engagement is treated as accepted until conflicts, scope and terms are confirmed in writing. An initial discussion is confidential and is used only to understand the matter and assess fit.
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