Acquiring a competitor, spinning off a subsidiary, or merging with a strategic partner is one of the most legally complex decisions a business owner in India will ever face. Between Companies Act 2013 compliance, NCLT approvals, CCI filings, and FEMA inbound/outbound restrictions, an unstructured deal can stall for 18 months or collapse entirely, leaving lakhs in sunk costs and unresolved shareholder disputes. KAMRIT Financial Services LLP acts as your end-to-end M&A transaction advisor from letter of intent to the filing of the amalgamation order with the Registrar of Companies. We handle the legal due diligence, deal structuring, regulatory filings under Section 232 of the Companies Act 2013, and coordination with NCLT, CCI, SEBI, and the RBI Foreign Investment Facilitation Portal. Our team includes chartered accountants, company secretaries, and M&A lawyers with experience across sectors including manufacturing, financial services, IT, and healthcare. Whether the transaction is a forward or reverse merger, a share purchase, or a business transfer under a slump sale, KAMRIT ensures that every regulatory gate is cleared in the correct sequence, protecting deal value and keeping timelines predictable.
What is M&A Advisory in India | Buy-side, Sell-side, Valuation?
M&A Advisory in India is the structured process of combining, acquiring, or divesting business entities through legally compliant transactions governed primarily by the Companies Act 2013, the Competition Act 2002, SEBI regulations, and FEMA guidelines. A merger or amalgamation of companies in India requires approval of the National Company Law Tribunal under Section 230 to 232 of the Companies Act 2013, followed by a Sanction Order that is filed with the Registrar of Companies in Form INC-28. Cross-sector deals involving foreign investment require prior approval from the Reserve Bank of India under FEMA provisions, and transactions crossing the CCI threshold of combined assets of Rs 2,000 crore or combined turnover of Rs 6,000 crore require mandatory notification to the Competition Commission of India. The process applies to all companies incorporated under the Companies Act 2013, including private companies, public unlisted companies, and listed entities subject additionally to SEBI (SAST) Regulations 2011 and SEBI Circulars on open offers. KAMRIT structures deals as share purchase agreements, business asset transfers, statutory mergers via scheme of arrangement, or demergers, selecting the structure that minimises stamp duty, capital gains tax exposure, and regulatory delay for the specific transaction type and sector involved.
Who needs this
M&A transactions in India are available to all categories of companies and body corporates subject to meeting regulatory thresholds and obtaining required approvals before execution.
Documents required
The document stack for an M&A transaction in India is extensive and must be verified before the NCLT petition is filed. KAMRIT manages the complete document checklist from both the transferor and transferee sides.
How KAMRIT runs it, step by step
- Engagement and Deal Structuring. KAMRIT engages with the client to understand the commercial intent of the transaction. We evaluate whether a statutory merger, share purchase, business transfer, or demerger best suits the commercial and tax objectives. A preliminary memorandum of understanding or term sheet is drafted and signed. KAMRIT identifies regulatory approvals needed upfront, including NCLT, CCI, RBI, and SEBI obligations, and prepares a deal calendar mapping gate-by-gate completion timelines.
- Legal and Financial Due Diligence. KAMRIT conducts a structured due diligence review of the target entity covering title to assets, litigation exposure under NCLT and income tax, outstanding GST demands, employee provident fund and ESIC compliance, and environmental clearances. A detailed due diligence report is prepared within 10 to 15 working days, identifying material risks, price adjustments, and representations and warranties to be included in the definitive agreement.
- Shareholder and Board Approvals. The Board of Directors of both the transferor and transferee companies pass resolutions under Section 179 of the Companies Act 2013 approving the scheme draft. KAMRIT prepares the Board resolutions, shareholder special resolution template under Section 230(1), and the draft scheme of arrangement for filing with NCLT. Form MGT-14 is filed with the MCA21 portal for the special resolution.
- NCLT Petition Filing. KAMRIT prepares and files the NCLT petition under Section 230(2) of the Companies Act 2013 with the appropriate bench, attaching the scheme of amalgamation, valuers report, auditor certificate, and all requisite documents. The NCLT typically issues a notice to the Regional Director, Official Liquidator, Income Tax Department, and relevant ROC within 30 working days of filing. Publication of the scheme in two newspapers is completed by KAMRIT within the stipulated timeframe.
- Regulatory Clearances. Simultaneously with the NCLT process, KAMRIT coordinates filings with the Competition Commission of India under the Competition Act 2002 (if threshold is crossed), with RBI or the FDI Facilitation Portal for FEMA compliance, and with sector regulators as applicable. KAMRIT tracks each regulator individually and responds to any queries or information requests within the prescribed timelines to prevent process delays.
- NCLT Hearing and Sanction Order. Once all regulatory objections have been resolved and the requisite time for creditor and shareholder representations has lapsed, the NCLT conducts hearings and issues the Sanction Order under Section 232 of the Companies Act 2013. Post-sanction, KAMRIT files Form INC-28 with the MCA21 portal along with the certified copy of the NCLT order to effect the merger in the records of the Registrar of Companies. The transferee company receives its updated CIN reflecting the amalgamation.
- Post-Merger Compliance and Reporting. After the amalgamation is effective, KAMRIT completes all post-merger regulatory filings including updated Form 20B or MGT-7 for the first annual general meeting post-merger, property transfer documents with stamp duty paid and registered, GST migration of the transferor entity to the transferee, PAN and TAN consolidation, and ROC filings for reduction of share capital if applicable. KAMRIT also files Form 3C under the Income Tax Rules for accounting treatment of amalgamation under Section 2(1B) of the Income Tax Act 1961.
Timeline
A standard domestic M&A transaction in India without CCI notification typically takes 9 to 14 months from engagement to the filing of Form INC-28 with the Registrar of Companies. The NCLT petition filing stage takes 6 to 8 weeks from engagement, primarily controlled by KAMRIT's preparation speed and client document delivery. The NCLT itself typically takes 4 to 7 months to process the petition through hearings and objections, which is a regulator-controlled timeline. Post-NCLT sanction, Form INC-28 filing and ROC updates take a further 3 to 4 weeks. Transactions requiring CCI pre-merger notification add 2 to 4 months to the timeline, while those involving RBI or FEMA approvals for inbound foreign investment may add an additional 3 to 6 months depending on the complexity of the deal structure. KAMRIT manages all internal milestones and coordinates with legal counsel during regulator-controlled periods to prevent process failures. Clients are provided a live deal dashboard tracking each gate completion against the committed timeline.
How our pricing compares
KAMRIT's M&A Advisory fee is quoted on a transaction-specific basis starting at a retainer that reflects deal complexity, sector risk, and the number of entities involved. For mid-market deals with a single target and straightforward NCLT process, the advisory retainer typically falls in the range of Rs 1.5 lakh to Rs 3 lakh, excluding government fees, stamp duty, and third-party costs. In comparison, IndiaFilings.com offers M&A advisory starting at Rs 75,000 for basic transaction support but without dedicated legal counsel for NCLT hearings, while Vakilsearch charges between Rs 1.2 lakh and Rs 2.5 lakh but bundles services through a network of empanelled lawyers with variable expertise. LegalRaasta provides lower-end pricing at Rs 50,000 to Rs 1 lakh but with limited sector-specific advisory for regulated industries. ClearTax focuses on M&A tax structuring and capital gains planning at Rs 1 lakh to Rs 2.5 lakh but does not handle NCLT petitions or ROC filings as part of standard packages. KAMRIT's price position is justified because it provides a single accountable team managing the complete transaction lifecycle from term sheet to ROC update, eliminating the need for clients to hire separate lawyers, chartered accountants, and filing agents, which in aggregate costs 30 to 50 percent more than KAMRIT's integrated advisory fee. Government fees such as NCLT petition filing fees of Rs 5,000 per entity, stamp duty at 0.5 to 5 percent of the transaction value depending on the state, and CCI filing fees at 0.01 percent of the combined assets are excluded from KAMRIT's advisory fee as these are statutory charges payable directly to the government.
Common mistakes KAMRIT avoids
Most failed or stalled M&A deals in India collapse because of avoidable procedural errors in the early stages. Understanding these mistakes before signing the term sheet allows business owners to structure the transaction correctly from the outset.