Merger & Acquisition | Beyonte Compliances

Corporate Law · Mergers & Acquisitions

Merger & Acquisition NCLT scheme of arrangement, amalgamation, and acquisition compliance.

Mergers, amalgamations, and acquisitions involving Indian companies are primarily governed by Sections 230 to 232 of the Companies Act, 2013 and require approval from the National Company Law Tribunal. The process involves detailed due diligence, valuation, board and shareholder approvals, creditor meetings, regulatory filings with SEBI and the CCI (where applicable), and an NCLT-sanctioned scheme of arrangement.

At Beyonte Compliances, we assist companies and their advisors across the merger and acquisition compliance spectrum — from initial due diligence support and scheme drafting, to NCLT petition filing, conducting statutory meetings, and implementing the NCLT-approved scheme.

What Our Merger & Acquisition Service Covers

Due Diligence Support

Supporting legal and financial due diligence — reviewing statutory registers, ROC filings, pending litigation, and regulatory approvals.

Scheme of Arrangement Drafting

Drafting the scheme of amalgamation or arrangement setting out the terms, appointed date, and share exchange ratio.

Valuation Coordination

Coordinating with registered valuers for share valuation and fairness opinion required for the scheme.

Board & Shareholder Approvals

Drafting and obtaining board resolutions and shareholder approvals (by special resolution) for the scheme.

NCLT Petition Filing

Filing the merger petition before the NCLT — including the application for dispensation with meetings where eligible.

Statutory Meetings

Conducting NCLT-directed shareholder and creditor meetings and filing voting results.

SEBI & CCI Filings

Managing filings with SEBI (for listed companies) and the Competition Commission of India (where CCI approval is required).

Scheme Implementation

Implementing the NCLT order — asset transfers, share allotments, ROC filings, and regulatory record updates.

Our Process

Due Diligence & Structuring

Conducting compliance due diligence and advising on deal structure, appointed date, and exchange ratio.

Scheme Drafting & Valuations

Drafting the scheme of arrangement and coordinating registered valuer reports.

Board & Regulatory Approvals

Obtaining board and shareholder approvals and filing with SEBI and CCI where required.

NCLT Petition & Statutory Meetings

Filing the NCLT petition and conducting NCLT-directed shareholder and creditor meetings.

NCLT Order & Implementation

Obtaining the NCLT sanction order and implementing the scheme — asset transfers, share allotments, and ROC filings.

Why It Matters

✓Compliance due diligence completed before proceeding

✓Scheme of arrangement drafted by experienced team

✓Registered valuer reports coordinated

✓Board and shareholder resolutions obtained

✓NCLT petition filed and hearings managed

✓SEBI and CCI filings coordinated where required

✓Shareholder and creditor meetings conducted per NCLT directions

✓Scheme implementation completed post-NCLT order

Frequently Asked Questions

A scheme of arrangement is a court-supervised restructuring mechanism under the Companies Act whereby two or more companies agree to merge, demerge, or restructure their businesses — subject to NCLT approval, shareholder and creditor consent, and regulatory clearances.

Yes. All mergers and amalgamations of Indian companies (other than fast track mergers under Section 233) require NCLT approval. The NCLT sanctioned scheme is binding on the companies, their shareholders, and creditors.

For listed companies, SEBI's no-objection is required before filing the petition with the NCLT. Where the combined entity exceeds prescribed thresholds, Competition Commission of India (CCI) approval is required. Sector-specific approvals (RBI, IRDAI, etc.) may also be required.

The NCLT merger process typically takes between 6 to 12 months from filing of the petition to the sanction order, depending on the complexity of the scheme, the number of regulatory approvals required, and the NCLT bench's scheduling.

Planning a merger or acquisition? Let's manage the compliance.

Contact our team — due diligence to NCLT order, all handled.