Mergers, demergers, acquisitions, and corporate restructuring transactions involve a range of regulatory requirements — NCLT filings, regulatory approvals, secretarial due diligence, and post-closing compliance — that need to be managed alongside the commercial and legal aspects of the transaction.
We provide Company Secretarial support for corporate transactions and restructuring matters.
This service is relevant for: Companies planning a merger or demerger, businesses being acquired or acquiring another company, promoters restructuring their group or family holdings, companies requiring NCLT approval for a scheme of arrangement, and companies setting up or restructuring joint ventures.
Scope of Services
Secretarial Due Diligence We conduct a review of the target company’s secretarial records — statutory registers, board minutes, MCA filings, share capital history, and compliance status — and prepare a due diligence report identifying any gaps, outstanding filings, or compliance issues. For companies on the sell side, we can also assist in preparing the secretarial records for investor or acquirer review.
Scheme of Arrangement — Drafting & NCLT Filing For mergers and demergers that require approval under Sections 230-232 of the Companies Act, 2013, we assist with drafting the Scheme of Arrangement and related documentation, and manage the filing process with the National Company Law Tribunal (NCLT) — including applications, notices, and compliance with NCLT orders.
Regulatory Approvals Depending on the nature and size of the transaction, regulatory approvals may be required from the NCLT, SEBI (for listed companies), RBI (for transactions involving foreign parties), or the Competition Commission of India (CCI). We advise on which approvals are required, prepare the relevant submissions, and coordinate the approval process.
Deal Structuring — Secretarial & Regulatory Input Before a transaction structure is finalised, the secretarial and regulatory implications of different approaches — such as share purchase versus asset purchase, merger versus slump sale, or holding company restructuring — need to be understood. We provide input on these aspects in coordination with the company’s legal and financial advisors.
Post-Merger & Post-Acquisition Compliance After a transaction closes, the secretarial work continues — integration of statutory registers, transfer of licences and registrations, MCA filings to reflect the merged or restructured entity, and updates to all relevant records. We manage this post-closing compliance to ensure the new entity’s records are complete and accurate.
Joint Venture Structuring & Compliance We assist with the secretarial aspects of setting up and maintaining joint ventures — including the structure of the joint venture company, shareholders’ agreement implications for governance, and ongoing compliance requirements.
Managing the Process
Corporate transactions involve multiple advisors — legal counsel, investment bankers, auditors, and regulatory consultants — working in parallel. The CS function needs to coordinate with all of these parties and ensure that the secretarial and regulatory compliance aspects of the transaction are progressed in line with the overall transaction timeline. We manage this process in a structured and coordinated manner.
Contact Us
We are happy to discuss your transaction or restructuring requirements on a confidential basis. Get in touch with us →
