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Organizational Restructuring Services in India – Mergers & Demergers, Slump Sale, Holding Company Setup, NCLT Scheme of Arrangement, Capital Reduction & Group Reorganization Advisory
Organizational restructuring is one of the most strategic levers available to Indian businesses — used to unlock shareholder value, simplify group structures, separate non-core businesses, prepare for IPO, attract strategic / PE investors, optimise tax efficiency, manage succession, and align legal architecture with business reality. In India, restructuring transactions sit at the intersection of multiple regimes — Sections 230–240 of the Companies Act 2013 for schemes of arrangement, Sections 47, 2(19AA), 2(1B), 50B, 72A and 79 of the Income-tax Act 1961 for tax-neutrality and loss carry-forward, SEBI (LODR) Regulations 2015 and the SEBI Master Circular on Schemes of Arrangement for listed entities, NCLT approval, Competition Act 2002 notification thresholds, FEMA for cross-border structures, and GST & stamp duty implications on every business transfer.
Our organizational restructuring consulting services help promoters, boards, CFOs, and PE / strategic investors design and execute the right restructuring transaction — whether merger / amalgamation, demerger, slump sale, itemised business transfer, capital reduction, buyback, holding company / LLP conversion, cross-border re-domiciling, or a fast-track merger under Section 233. We deliver end-to-end execution: structuring memos, valuation under Rule 11UA & FEMA pricing guidelines, swap-ratio working by registered valuer, scheme drafting, NCLT petition, creditor / shareholder meetings, ROC filings, stock exchange / SEBI no-objection (NOC) for listed entities, CCI notification, tax certificate under Section 281, stamp duty optimisation, and post-merger integration. Whether you are carving out a SaaS division for fund-raising, merging group entities to reduce compliance, demerging real estate into a separate vehicle, transitioning to a holding company structure ahead of IPO, or rolling up subsidiaries into a single LLP — our team brings deep expertise in Indian company law, tax, securities law, FEMA, valuation, and post-deal integration.
Sec 230–232
Scheme of Arrangement
Sec 233
Fast-Track Merger
Sec 2(19AA)
Tax-Neutral Demerger
Sec 50B
Slump Sale Taxation
Laws & Frameworks We Work Under
Sec 230–240 Companies Act
Sec 233 – Fast-Track
Sec 2(1B) – Amalgamation
Sec 2(19AA) – Demerger
Sec 47 – Tax Neutrality
Sec 50B – Slump Sale
Sec 72A – Loss C/F
Sec 79 – Loss Lapse
Rule 11UA – Valuation
SEBI LODR Reg 37
SEBI Scheme Master Circular
Competition Act 2002
FEMA NDI Rules
Stamp Act & GST
Restructuring Use Cases We Handle
Merger
Merger / Amalgamation
Two or more companies combining into one — group consolidation, subsidiary roll-up, or strategic merger — with NCLT scheme, swap ratio, tax neutrality, and loss carry-forward planning.
- Sec 230–232 NCLT scheme
- Sec 233 fast-track route
- Swap-ratio valuation
- Sec 2(1B) tax neutrality
- Sec 72A loss C/F
- SEBI Reg 37 for listed
Demerger
Demerger / Spin-Off
Separation of one or more undertakings into a new / existing company — non-core carve-out, IPO-readying a subsidiary, or unlocking value of distinct businesses for separate investors.
- Sec 2(19AA) test
- Going-concern transfer
- Proportionate shareholding
- Sec 47(vib) / 47(vid)
- Cost step-up planning
- SEBI listed-co NOC
Slump Sale
Slump Sale / Business Transfer
Transfer of an entire undertaking on a going-concern basis for a lump-sum consideration — faster than NCLT, but tax-paid; useful for inter-group sale, division divestment, or strategic exit.
- Sec 2(42C) definition
- Sec 50B taxation
- Net-worth computation
- BTA drafting
- GST Sec 17(5) review
- Stamp duty optimisation
HoldCo
Holding Company Setup
Inserting a holding company over operating businesses — shareholding consolidation, IPO-readying, family wealth structuring, or separating regulated and unregulated operations.
- Share swap structuring
- Sec 56(2)(x) safeguards
- FEMA pricing for foreign
- Step-up basis planning
- Pre-IPO HoldCo set-up
- Family trust / SPV layer
Capital
Capital Reduction & Buyback
Reduction of paid-up capital under Sec 66 to return surplus, write off accumulated losses, or simplify cap-table; buyback under Sec 68 for treasury management and EPS / promoter holding optimisation.
- Sec 66 NCLT reduction
- Sec 68 buyback
- Buyback tax Sec 115QA
- Tender / open-market route
- Creditor consent
- SEBI buyback regs
Conversion
LLP / Company Conversion
Conversion between Pvt Ltd, OPC, LLP, and Public Ltd — to align with business stage, investor preference, tax efficiency, and compliance burden; including reverse-flip and re-domiciliation.
- Pvt Ltd ↔ LLP
- OPC to Pvt Ltd
- Pvt Ltd to Public Ltd
- Sec 47(xiiib) tax neutral
- Reverse-flip from offshore
- Re-domicile structuring
Key Restructuring Concepts You Must Know
Sec 230–232
Scheme of Arrangement
The NCLT-approved route for mergers, demergers, capital reduction, and creditor compromises — requires court convening order, creditor / shareholder meetings, sanction, and ROC filing.
NCLT Approval
Court Driven
Sec 233
Fast-Track Merger
Simplified merger between holding–subsidiary or two small companies — approval by RD instead of NCLT, no creditor meetings, faster closure (typically 4–6 months).
RD Route
Faster Closure
Sec 2(1B)
Tax-Neutral Amalgamation
Conditions for income-tax-neutral merger — all assets / liabilities transfer, 75% shareholder continuity, consideration only in transferee shares (except cash for fractional / dissenter).
75% Continuity
Share Consideration
Sec 2(19AA)
Tax-Neutral Demerger
Conditions for tax-neutral demerger — going-concern transfer, proportionate shareholding, book-value accounting, and 75% shareholder continuity in resulting company.
Going Concern
Proportionate
Sec 50B
Slump Sale Taxation
Lump-sum sale of an undertaking taxed as capital gains — short-term if held < 36 months, long-term if held ≥ 36 months — on (sale consideration minus net worth); special FMV rule under Sec 50B(2).
Net Worth
FMV Rule
Sec 72A
Loss Carry-Forward
Permits carry-forward of accumulated business loss and unabsorbed depreciation in qualifying mergers / demergers — subject to industrial undertaking, holding-period, and continuity tests.
Loss C/F
Continuity Test
SEBI LODR Reg 37
Listed-Co Scheme NOC
Listed entities must file scheme with stock exchanges and obtain SEBI / SE NOC before NCLT — public shareholder approval (e-voting), valuation report, and fairness opinion mandatory.
SE / SEBI NOC
E-Voting
CCI / FEMA
Regulatory Notifications
CCI notification under Sec 5 / 6 if combination thresholds crossed; FEMA pricing & reporting (FC-GPR / FC-TRS) for any cross-border element; stamp duty under state Stamp Acts on the order.
CCI Threshold
FEMA Pricing
Our Organizational Restructuring Services
Structuring & Strategy
Diagnostic of group structure, shareholding, tax position, and business architecture — recommendation between merger, demerger, slump sale, capital reduction, or HoldCo set-up.
Valuation & Swap Ratio
Registered Valuer report under Companies Act, Rule 11UA / 11UAA tax valuation, FEMA pricing certificate, and merchant banker fairness opinion for listed schemes.
Scheme Drafting
End-to-end scheme of arrangement drafting — appointed date, effective date, share entitlement, accounting treatment, tax representations, and clauses aligning with NCLT / SEBI templates.
NCLT Petition & Approvals
Form CAA-3 application, first-motion / convening order, creditor and shareholder meetings, second-motion sanction petition, NCLT order, and ROC filing of CAA-7 / INC-28.
Fast-Track Merger (Sec 233)
End-to-end fast-track route for holding–subsidiary and small-company mergers — Form CAA-9 to CAA-12, RD approval, and ROC filing without going to NCLT.
Slump Sale & BTA Execution
Business Transfer Agreement (BTA) drafting, going-concern transfer planning, employee transfer (Sec 25FF), GST migration, contract novation, and Sec 50B tax computation.
Demerger Execution
Identification of the demerged undertaking, going-concern test, swap ratio, scheme drafting, NCLT execution, listing of resulting-company shares, and SEBI Reg 37 compliance.
Capital Reduction & Buyback
Sec 66 NCLT-driven capital reduction, Sec 68 buyback (tender / open market), Sec 115QA buyback distribution tax planning, and creditor / SEBI compliance.
Holding Company & Group Reorg
Insertion of HoldCo, share swap, family-trust integration, group-loan rationalisation, reverse-flip from offshore, and pre-IPO HoldCo architecture for value unlock.
LLP / Company Conversion
Pvt Ltd to LLP under Sec 47(xiiib), LLP to Pvt Ltd, OPC to Pvt Ltd / Public Ltd transitions, with conditions, ROC filings, GST migration, and tax-neutrality safeguards.
Tax Opinions & Sec 281 NOC
Tax opinion memos on amalgamation / demerger / slump sale, GAAR analysis, Sec 281 NOC for transfer of assets, withholding tax planning, and AAR application where required.
Post-Merger Integration
Cap table reconciliation, accounting integration, ERP migration, contract assignment, statutory licence transfer (GST / FSSAI / IEC / labour), and stakeholder communication.
When You Need a Restructuring Advisor
Pre-IPO HoldCo Setup
Inserting a holding company, consolidating subsidiaries, cleaning related parties, and aligning shareholding ahead of DRHP filing — done well in advance to avoid SEBI cooling-off issues.
Group Simplification
Multiple legacy entities, dormant subsidiaries, or duplicated structures — merger / strike-off to reduce ROC compliance, audit cost, and intercompany complexity.
Carve-Out for Fund-Raise
SaaS / new-age divisions inside a legacy company being carved out via demerger / slump sale to attract dedicated PE / VC investors at premium valuations.
Strategic / PE Exit
Promoter / PE exit through slump sale of a business undertaking, demerger of cash-generating arm, or buyback to return capital — with optimal tax structuring.
Loss Utilisation Planning
Profitable group entity merging with a loss-making unit to absorb losses under Sec 72A — needs careful condition compliance to avoid Sec 79 lapse.
Family Settlement / Succession
Family business division, promoter group split, demerger of branches to different family groups, or family trust insertion ahead of succession.
Regulatory Separation
Separating regulated (NBFC / insurance / broker) and unregulated arms into distinct entities to satisfy RBI / SEBI / IRDAI structural conditions.
Capital / Cap-Table Cleanup
Capital reduction to write off accumulated losses, cancel dead-equity, return surplus to shareholders, or simplify cap-table before next funding round.
Documents Needed for Restructuring Engagement
Corporate & Constitutional
- MOA / AOA of all entities
- Shareholders' Agreement (SHA)
- Cap table & share register
- Last 3 years' MGT-7 / AOC-4
- Board / shareholder resolutions
- Group structure chart
- Director DIN / KYC
Financial & Tax
- Audited financials (3 yrs)
- Tax returns & assessments
- Tax holiday / SEZ status
- Carried-forward losses
- GST registrations & returns
- Net-worth working
- Valuation reports
Operational & Regulatory
- Material contracts & licences
- Employee strength / liabilities
- Property & lease records
- Related-party register
- FEMA filings (if foreign)
- Pending litigation list
- Bank & lender consents
Our Restructuring Engagement Process
1
Diagnostic & Structuring
Group structure review, objective mapping, structuring options memo with tax, regulatory, and timeline trade-offs across merger / demerger / slump sale.
2
Valuation & Approvals
Registered valuer report, swap ratio, fairness opinion, and pre-NCLT approvals — board, audit committee, lenders, and stock exchanges (for listed entities).
3
Scheme & Petition
Scheme drafting, first-motion CAA-3 petition, NCLT convening order, creditor / shareholder meetings (physical / e-voting), and chairperson report.
4
Sanction & Filing
Second-motion sanction petition, NCLT order, ROC filing of INC-28, accounting effect on books from appointed date, and stakeholder communication.
5
Post-Merger Integration
Licence transfers, GST migration, employee integration, contract novation, ERP / accounting integration, and tax filings to claim Sec 72A continuity.
Why Choose Us for Organizational Restructuring
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End-to-end NCLT execution
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Tax-neutrality structuring
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Registered Valuer network
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SEBI listed-co schemes
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Fast-track Sec 233 merger
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Slump sale & BTA execution
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FEMA & CCI advisory
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Pre-IPO group reorg
FAQs on Organizational Restructuring in India
What is the difference between merger, demerger, and slump sale?
A merger / amalgamation combines two or more companies into one — the transferor company dissolves, and its assets, liabilities, and shareholders move to the transferee. A demerger separates one or more undertakings of a company into a new (or existing) resulting company on a going-concern basis, with shareholders receiving proportionate shares in the resulting entity. A slump sale is a sale of an entire undertaking on a going-concern basis for a lump-sum consideration, taxed under Section 50B as capital gains on (sale consideration minus net worth). Mergers and demergers go through NCLT under Sec 230–232; slump sale is a contractual transfer outside NCLT.
When can a fast-track merger under Section 233 be used?
Section 233 permits a fast-track merger between (a) two or more small companies, (b) a holding company and its wholly-owned subsidiary, (c) two or more start-ups, or (d) one or more start-ups with one or more small companies. The route avoids NCLT and is approved by the Regional Director (RD), with no creditor meetings and reduced filings. Typical closure is 4–6 months, materially faster than the 12–18 months an NCLT scheme can take.
Are mergers and demergers tax-neutral in India?
Yes — provided the conditions in Section 2(1B) (amalgamation) and Section 2(19AA) (demerger) of the Income-tax Act are met. Key tests include: all assets and liabilities of the transferor / demerged undertaking transfer to the transferee / resulting company; consideration is paid only in shares of the transferee / resulting company (with limited exceptions); at least 75% of the shareholders in value continue; and for demergers, the undertaking transfers on a going-concern basis with proportionate shareholding. Failing these conditions converts the transaction into a taxable transfer.
How is a slump sale taxed under Section 50B?
Under Section 50B, a slump sale is taxed as capital gains on the difference between the sale consideration and the net worth of the undertaking (book value of assets minus book value of liabilities, as adjusted by the Act). It is long-term if the undertaking is held for 36 months or more (taxed at 12.5% post-July 2024 amendment, subject to applicable rules at the time of transfer), else short-term at slab / corporate rate. Section 50B(2) requires that consideration be benchmarked against fair market value as per Rule 11UAE, with the higher of agreed consideration or FMV taken as the deemed sale value.
Can business losses be carried forward in a merger or demerger?
Yes — under Section 72A, accumulated business loss and unabsorbed depreciation of the transferor / demerged entity can be carried forward to the transferee / resulting company, subject to conditions: the transferor must be an industrial undertaking (or covered class), it must have held the assets for at least 3 years, the transferee must hold at least three-fourths of book value of assets for 5 years, and continue the business for at least 5 years. Section 79 can independently disallow loss carry-forward where there is a substantial change in shareholding — separate compliance is needed.
What approvals are needed for a listed company scheme of arrangement?
For listed entities, SEBI LODR Reg 37 and the SEBI Master Circular on Schemes of Arrangement require the company to: (a) file the draft scheme with stock exchanges, (b) obtain a No-Objection (NOC) from SEBI / stock exchanges, (c) provide a valuation report from a registered valuer and a fairness opinion from a SEBI-registered merchant banker, (d) obtain shareholder approval through e-voting with majority of public shareholders voting in favour where applicable, before approaching NCLT under Sec 230–232.
How long does an NCLT scheme of arrangement take in India?
Typical timelines vary with complexity, listed-vs-unlisted status, and NCLT bench workload, but indicative ranges are: Fast-track merger (Sec 233) — 4 to 6 months; Unlisted NCLT scheme — 8 to 12 months; Listed entity scheme — 12 to 18 months due to additional SEBI / stock exchange NOC, fairness opinion, and public shareholder e-voting. Well-prepared documentation, early stakeholder engagement, and clean creditor / lender consents materially shorten timelines.
Cleaner Group. Sharper Strategy. Stronger Valuation.
Partner with our restructuring experts for end-to-end mergers, demergers, slump sale, holding company set-up, capital reduction, NCLT scheme of arrangement, and post-merger integration for FY 2026–27.
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