Mergers, Restructuring & NCLT Matters

• Structuring the transaction — merger, amalgamation, share purchase, business transfer or a combination — and advising on the route
• Drafting the scheme of arrangement or amalgamation, including appointed date, effective date, share exchange ratio and treatment of employees, contracts and litigation
• Board and shareholder approvals, and the applications and affidavits filed with the Tribunal
• Convening, holding and reporting the meetings of shareholders and creditors directed by the Tribunal, including as chairperson’s scrutiniser where appointed
• Service of notices on the Registrar, the Regional Director, the Official Liquidator, the Income-tax authorities and sectoral regulators, and replies to their observations
• Fast-track mergers between small companies, and between a holding company and its wholly-owned subsidiary, through the Regional Director route
• Cross-border mergers involving a foreign transferor or transferee company, coordinated with the reporting these require
• Post-sanction filings, the transfer of assets, licences and registrations, and the closing steps that follow the order

We coordinate the registered valuer, the statutory auditors, the tax advisers and counsel rather than leaving the client to run three sets of professionals who have never spoken to each other. Our Associate Partner – Finance works on the share exchange arithmetic and the effect of the appointed date on the books of both companies.

The realistic timeline is set out at the beginning, including the periods that are outside anyone’s control — the Tribunal’s listing dates and the time the departments take to respond. Fast-track mergers are materially quicker than the Tribunal route and we will say when your facts support one.

The scheme is drafted so that it can be operated after sanction. Clauses about employees, ongoing contracts, pending litigation, licences and bank accounts are written with the people who will have to implement them.

• Demergers and the spin-off of an undertaking under a scheme of arrangement, including the allocation of assets, liabilities, employees and contracts
• Group restructuring — collapsing intermediate holding entities, aligning cross-holdings and simplifying a group into a defensible structure
• Financial restructuring, including reduction of share capital, conversion of loans into equity, and the reorganisation of share capital
• Business transfers and slump sales, including the business transfer agreement and the closing mechanics
• Conversion between entity forms — private to public, public to private, company to LLP and LLP to company
• Buy-back of securities and reorganisation of the shareholding structure
• The complete filing and approval chain that each route requires, and the post-completion transfer of registrations and licences
• Coordination of valuation, accounting treatment and the tax position with the client’s own advisers

We start by asking what the structure is meant to achieve, and then recommend the instrument. Clients frequently arrive having been told they need a scheme when a business transfer agreement would do the same work in a fraction of the time and cost, and occasionally the reverse.

Where a route requires a Tribunal petition, we set out what that means in practice — the meetings, the notices to authorities, the objections that may come and the realistic timeline — before you commit to it.

We handle the unglamorous half properly: the post-completion transfer of PAN, GST, licences, bank mandates, statutory registrations and employee records. This is where restructurings usually stall.

• Petitions and defences in oppression and mismanagement, including the interim reliefs that usually decide the practical outcome
• Advice on whether the eligibility threshold for such a petition is met, and how it can properly be made up
• Applications for a direction to call an annual general meeting where it has not been held, and to call meetings other than an annual general meeting where it is impracticable to do so
• Class action applications, and defences to them
• Applications for voluntary revision of financial statements or of the Board’s report
• Applications for restoration of a company whose name has been struck off the register
• Applications for compounding of offences that fall within the Tribunal’s jurisdiction
• Drafting of petitions, replies, rejoinders, affidavits and paper books, and appearance at hearings

We give a candid assessment of the merits before a petition is filed. Corporate disputes are expensive and slow, and a great deal of what is presented as oppression is a shareholders’ dispute better settled by a documented exit.

The record decides these matters. We reconstruct the corporate history — every meeting, notice, resolution and filing — and build the pleading on documents rather than on assertions, which is where the secretarial side of the firm makes the difference.

Interim relief is usually what matters. We identify at the outset what needs to be protected while the petition is pending, and apply for it at the first opportunity rather than after the position has changed.