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.
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.
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.
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.
Inserting a holding company over operating businesses — shareholding consolidation, IPO-readying, family wealth structuring, or separating regulated and unregulated operations.
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.
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.
The NCLT-approved route for mergers, demergers, capital reduction, and creditor compromises — requires court convening order, creditor / shareholder meetings, sanction, and ROC filing.
Simplified merger between holding–subsidiary or two small companies — approval by RD instead of NCLT, no creditor meetings, faster closure (typically 4–6 months).
Conditions for income-tax-neutral merger — all assets / liabilities transfer, 75% shareholder continuity, consideration only in transferee shares (except cash for fractional / dissenter).
Conditions for tax-neutral demerger — going-concern transfer, proportionate shareholding, book-value accounting, and 75% shareholder continuity in resulting company.
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).
Permits carry-forward of accumulated business loss and unabsorbed depreciation in qualifying mergers / demergers — subject to industrial undertaking, holding-period, and continuity tests.
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.
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.
Diagnostic of group structure, shareholding, tax position, and business architecture — recommendation between merger, demerger, slump sale, capital reduction, or HoldCo set-up.
Registered Valuer report under Companies Act, Rule 11UA / 11UAA tax valuation, FEMA pricing certificate, and merchant banker fairness opinion for listed schemes.
End-to-end scheme of arrangement drafting — appointed date, effective date, share entitlement, accounting treatment, tax representations, and clauses aligning with NCLT / SEBI templates.
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.
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.
Business Transfer Agreement (BTA) drafting, going-concern transfer planning, employee transfer (Sec 25FF), GST migration, contract novation, and Sec 50B tax computation.
Identification of the demerged undertaking, going-concern test, swap ratio, scheme drafting, NCLT execution, listing of resulting-company shares, and SEBI Reg 37 compliance.
Sec 66 NCLT-driven capital reduction, Sec 68 buyback (tender / open market), Sec 115QA buyback distribution tax planning, and creditor / SEBI compliance.
Insertion of HoldCo, share swap, family-trust integration, group-loan rationalisation, reverse-flip from offshore, and pre-IPO HoldCo architecture for value unlock.
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 opinion memos on amalgamation / demerger / slump sale, GAAR analysis, Sec 281 NOC for transfer of assets, withholding tax planning, and AAR application where required.
Cap table reconciliation, accounting integration, ERP migration, contract assignment, statutory licence transfer (GST / FSSAI / IEC / labour), and stakeholder communication.
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.
Multiple legacy entities, dormant subsidiaries, or duplicated structures — merger / strike-off to reduce ROC compliance, audit cost, and intercompany complexity.
SaaS / new-age divisions inside a legacy company being carved out via demerger / slump sale to attract dedicated PE / VC investors at premium valuations.
Promoter / PE exit through slump sale of a business undertaking, demerger of cash-generating arm, or buyback to return capital — with optimal tax structuring.
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 business division, promoter group split, demerger of branches to different family groups, or family trust insertion ahead of succession.
Separating regulated (NBFC / insurance / broker) and unregulated arms into distinct entities to satisfy RBI / SEBI / IRDAI structural conditions.
Capital reduction to write off accumulated losses, cancel dead-equity, return surplus to shareholders, or simplify cap-table before next funding round.
Group structure review, objective mapping, structuring options memo with tax, regulatory, and timeline trade-offs across merger / demerger / slump sale.
Registered valuer report, swap ratio, fairness opinion, and pre-NCLT approvals — board, audit committee, lenders, and stock exchanges (for listed entities).
Scheme drafting, first-motion CAA-3 petition, NCLT convening order, creditor / shareholder meetings (physical / e-voting), and chairperson report.
Second-motion sanction petition, NCLT order, ROC filing of INC-28, accounting effect on books from appointed date, and stakeholder communication.
Licence transfers, GST migration, employee integration, contract novation, ERP / accounting integration, and tax filings to claim Sec 72A continuity.
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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