Amalgamation & Merger

Amalgamation combines two or more companies into one, usually through a scheme of arrangement sanctioned by the NCLT under Sections 230–232 of the Companies Act. The assets and liabilities of the transferor vest in the transferee, and shareholders are issued shares in the prescribed swap ratio.

The firm structures the amalgamation, establishes the swap ratio, prepares the scheme, and manages the process — with counsel appearing before the NCLT.

Amalgamation support covers, including:

• Structuring the merger and the rationale
• The share-swap (exchange) ratio and valuation
• Drafting the scheme of amalgamation
• The NCLT process, with counsel, and the regulatory approvals
• The accounting and tax treatment of the merger

1. 01

   Structure

   Design the merger and the swap ratio with valuation.

2. 02

   Draft

   Prepare the scheme and the supporting documents.

3. 03

   Approvals

   Obtain board, member, creditor, and regulatory approvals.

4. 04

   NCLT & effect

   Support the NCLT sanction (with counsel) and give effect to the scheme.

PBT structures and drives your amalgamation through to effect.

• A sound merger structure and swap ratio
• A well-drafted scheme
• The approvals and NCLT process managed, with counsel
• Accounting and tax treatment handled
• Scope, deliverables, and fees agreed in writing up front

• Who decides the swap ratio?

  It is based on a valuation of the companies by a registered valuer; we establish it and a fairness view supports it.

• Is there a faster route for group companies?

  Yes. Section 233 provides a fast-track merger for wholly-owned subsidiaries and small companies, without the full NCLT process. We advise if you qualify.

• How long does an amalgamation take?

  A scheme through the NCLT typically takes several months to over a year, depending on approvals and the Tribunal. A fast-track merger of small/group companies (Section 233) can be quicker.