M&A Advisory / Corporate Restructuring

Corporate restructuring advisory covers the transactions that reshape a company's or a group's structure — the mergers and the amalgamations under Sections 230 to 232 of the Companies Act 2013 with the NCLT approval, the demergers, the slump sales, the hive-offs, the buybacks and the capital reductions, the group reorganisations, and the tax consequences under the Income-tax Act 1961 including the amalgamation and the demerger provisions of Sections 2(1B), 2(19AA) and 47. The restructuring is the legal and the financial engineering that changes how the group holds its businesses.

The restructuring is where the group's structure is made to match its strategy — the business hived off into its own entity, the group consolidated for the sale or the listing, the capital returned through the buyback, the loss-making unit merged away. Each transaction has its corporate mechanics under the Companies Act, its tax treatment under the Act, its regulatory filings and its creditors' and members' approvals — and the sequencing of the steps is where most of the cost is decided.

The cost of a badly structured restructuring is the tax and the legal double cost: the amalgamation that fails the conditions of Section 2(1B) and the capital gains that follow, the demerger that misses the Section 2(19AA) conditions, the scheme that the NCLT refuses — each a redo at multiples of the original cost.

This service is for companies and groups restructuring. We design the restructuring — the transaction structure, the sequencing and the tax plan — prepare the scheme under Sections 230 to 232 where the NCLT approval is needed, handle the valuations, the reports and the approvals, manage the tax positions under the Act, and implement the transaction end to end so the group emerges with the structure it planned.