Tax-neutral mergers, demergers, slump sales, and business transfers under Sections 230-232 and the Income Tax Act — with NCLT filing and post-restructuring integration.
Corporate restructuring involves reorganizing a company's ownership, operational, or legal structure to improve efficiency, unlock value, or achieve regulatory compliance. In India, this is governed by the Companies Act 2013 (Sections 230-232) and the Income Tax Act (Sections 391-394, 47).
A poorly structured reorganization can trigger capital gains tax, stamp duty, and GST liabilities running into crores. Conversely, a well-designed scheme under Section 47 can achieve complete tax neutrality while preserving business continuity and creditor protection.
SilverSiX handles the entire restructuring lifecycle — from scheme conceptualization and valuation to NCLT filing, shareholder approvals, and post-merger integration.
Complete merger advisory including scheme drafting, NCLT filing, and tax-neutral structuring under Section 47.
Tax-neutral demerger advisory to unlock value, separate business lines, or facilitate strategic exits.
Transfer of an undertaking as a going concern with specific tax implications under Section 50B.
End-to-end NCLT representation and regulatory clearances for scheme implementation.
Ensuring reorganization qualifies for tax exemption under Sections 47, 49, and 72A of the Income Tax Act.
Negotiation and communication with shareholders, creditors, employees, and regulators.
Understanding the commercial rationale and conducting a feasibility study on tax, regulatory, and creditor implications.
Selecting the optimal restructuring mechanism (merger, demerger, slump sale) and designing the scheme.
Independent valuation and fairness opinion to support the share exchange ratio or sale consideration.
Drafting the scheme, convening shareholder/creditor meetings, and securing board and regulatory approvals.
Filing the NCLT petition, responding to objections, and obtaining the final court order.
Effective date compliance, asset transfer, employee migration, and post-merger integration.
| Deliverable | Description | Timeline |
|---|---|---|
| Feasibility Report | Tax, regulatory & creditor impact analysis | Week 2 |
| Structuring Memo | Recommended mechanism with rationale | Week 3 |
| Valuation Report | Independent valuation & fairness opinion | Week 4–6 |
| Scheme Draft | Scheme of Arrangement / Amalgamation / Demerger | Week 5 |
| Tax Impact Note | Section 47, 50B, 72A & GST analysis | Week 5 |
| NCLT Petition | Drafted petition with all annexures | Week 6 |
| Compliance Checklist | Post-sanction filings (ROC, SEBI, tax) | Week 8 |
| Integration Plan | Asset, employee & contract migration SOP | Week 10 |
Book a confidential discovery call with our advisory team. We assess your situation and outline a clear execution roadmap within 48 hours.
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