Overview
A merger or amalgamation combines two or more companies. The transferor company’s assets, liabilities and employees vest in the transferee company, and the transferor is dissolved without winding up. The standard route is a scheme approved by the NCLT under Sections 230–232. Eligible classes of companies can instead use the fast-track merger procedure under Section 233, where the scheme is confirmed by the Regional Director.
Two Routes
NCLT route (Sections 230–232):
Fast-track route (Section 233 read with Rule 25): This route is available to two or more small companies, to a holding company and its wholly-owned subsidiary, to two or more startup companies, and to a startup and a small company. Following the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025, it is also available to additional classes, including specified unlisted companies within borrowing limits, holding and subsidiary companies, and fellow subsidiaries. The steps are: notice to the ROC and the Official Liquidator in CAA-9, a declaration of solvency in CAA-10, approval by 90% of members (by number of shares) and 9/10th of creditors (in value), filing of the scheme with the RD in CAA-11, and confirmation in CAA-12.
- Draft the scheme and obtain board approval.
- Obtain a valuation report from a registered valuer and an auditor’s certificate on the accounting treatment.
- File the first-motion application before the NCLT, seeking directions to convene or dispense with meetings of shareholders and creditors.
- Serve notices on the Central Government (RD), the ROC, the Official Liquidator, the income-tax authorities, and the RBI, SEBI, CCI and sectoral regulators where applicable.
- Hold the meetings, or obtain consents in lieu of meetings.
- File the second-motion petition.
- The NCLT hears the petition and sanctions the scheme.
- File the order with the ROC in INC-28.
Who Needs This Service?
This is relevant to group companies consolidating their structure, startups merging on acquisition, holding companies absorbing wholly-owned subsidiaries, and businesses that want to reduce the number of entities they have to keep compliant.
Mergers in Chennai / Tamil Nadu
Schemes of companies with registered offices in Tamil Nadu (and Puducherry) are filed before the NCLT Chennai Bench. Fast-track mergers are confirmed by the Regional Director (Southern Region), Chennai. Tamil Nadu stamp duty may apply to the amalgamation order where immovable property in the state is transferred.
Benefits
A merger consolidates operations and compliance, can be tax-neutral if the conditions are met, and transfers assets and contracts under a single order. Professional support covers drafting the scheme, the NCLT or RD filings, co-ordinating valuations and responding to regulators’ representations.
Fast-track and Tribunal Routes Compared
Some mergers can use a simpler route.
| Aspect | Fast-track route | Tribunal route |
|---|---|---|
| Who can use it | Small companies, holding and wholly owned subsidiary, and certain start-ups | Any eligible companies |
| Authority | Regional Director | National Company Law Tribunal |
| Process | Notice to authorities and creditors with objections invited | Application, meetings and Tribunal sanction |
| Typical speed | Generally quicker | Generally longer |
Forms of Amalgamation Compared
The form of the deal decides which entity survives.
| Type | Description | Surviving entity |
|---|---|---|
| Merger by absorption | One company merges into an existing company | The absorbing company |
| Merger by formation of a new company | Two or more companies merge into a new one | The new company |
| Reverse merger | A larger company merges into a smaller one | The smaller company |
Documents Required
The scheme; board resolutions; audited financial statements (not older than the prescribed period); the valuation report; the auditor’s certificate on the accounting treatment; lists of members and creditors; creditor consents or meeting reports; and a declaration of solvency (for the fast-track route).
How KVA Handles Merger and Amalgamation Advisory
Karthick Vijayakumar & Associates, Company Secretaries, supports you through each stage with a single point of contact and a clear record of what has been done.
| Step | Stage | What KVA does |
|---|---|---|
| 1 | Requirement review | We understand your entity, objective and timeline, and confirm what Merger and Amalgamation Advisory involves for your specific facts. |
| 2 | Document checklist | You receive a clear list of documents, particulars and approvals needed, with gaps flagged early. |
| 3 | Preparation and filing | Our team prepares, reviews and files the required forms and records, and tracks each acknowledgement. |
| 4 | Completion and follow-up | We hand over final records and explain the compliance that follows, so nothing is missed afterwards. |
Fees and Charges
NCLT filing fees apply according to the NCLT Rules. Stamp duty on the sanction order depends on the state where the assets are situated. Valuer and legal fees are extra. Professional fees are available on enquiry.
Processing Time
The NCLT route usually takes 6–12 months or longer. The fast-track route generally takes 3–6 months, subject to objections from the ROC or Official Liquidator. No outcome or timeline can be guaranteed.
Why Karthick Vijayakumar & Associates
Work is handled by company secretaries who deal with statutory filings and governance every day.
Timelines for Merger and Amalgamation Advisory are tracked so that approvals and filings do not slip.
Plain-language updates at each stage, with no guesswork about what is pending.
Organised, decision-ready documentation that supports audits, banks and future filings.
Frequently Asked Questions
The terms are used interchangeably in Indian practice. Strictly, “amalgamation” is used where two or more companies combine, either into an existing company or into a new one.
Small companies, a holding company with its wholly-owned subsidiary, startups, a startup with a small company, and the additional classes notified by the 2025 amendment.
Normally no. The Regional Director confirms it. If the RD considers the scheme is not in the public or creditors’ interest, the RD may refer it to the NCLT.
A valuation report from a registered valuer is required under the NCLT route, and is generally obtained in practice for share-exchange ratios in fast-track mergers as well.
The NCLT may dispense with meetings where the requisite majority of creditors has given written consent.
They typically become employees of the transferee company on terms that are no less favourable, as the scheme provides.
Only if the combination crosses the thresholds under the Competition Act, 2002, including the deal-value threshold, and no exemption applies. Intra-group mergers are often exempt.
It is the date, specified in the scheme, from which the merger takes effect for accounting and transfer purposes. It must comply with the MCA’s clarifications on appointed dates.
It can be, if the conditions for amalgamation under the income-tax law are met. These must be checked under the Income-tax Act, 2025, which applies from 1 April 2026.
It is dissolved without winding up once the order is filed with the ROC.
Cross-border mergers are permitted under Section 234, the related Rules and the FEMA (Cross Border Merger) Regulations, 2018, subject to RBI requirements.
Yes. The certified order is filed in Form INC-28 within 30 days.
Objections can be raised only by persons holding at least 10% of shareholding or having outstanding debt of at least 5% of total debt, as shown in the latest audited financial statement.
Yes. A scheme can combine a merger with a reduction or reorganisation of capital, subject to the relevant provisions.
Sections 230 to 232 cover compromises, arrangements and amalgamations through the NCLT, and Section 233 provides the fast-track route for specified companies.
It is the number of shares of the transferee company issued to the members of the transferor company, usually fixed from independent valuation reports.
On the scheme becoming effective, all assets, liabilities, contracts, licences and proceedings of the transferor company are transferred to and vested in the transferee company.
Yes, but carry-forward of losses and depreciation is subject to the conditions of the Income-tax law, so the tax effect should be modelled carefully.
Depending on the case: NCLT, Registrar, Regional Director, Official Liquidator, and, if listed, SEBI and stock exchanges, plus CCI approval where the combination thresholds are crossed.
Board approval, valuation, filing the application with the NCLT, notice to authorities, meetings, final petition and sanction, and filing of the order with the Registrar.
Evaluating a Merger or Amalgamation?
Contact Karthick Vijayakumar & Associates to discuss the route, approvals and documentation for your proposed scheme.
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