Introduction to Prospect Legal

Prospect Legal is a trusted law firm with 15+ years of expertise in corporate litigation, insolvency, and cross-border mergers. Our seasoned team of attorneys specializes in navigating the complexities of the Companies Act, 2013, and the National Company Law Tribunal (NCLT) procedures, ensuring seamless cross-border mergers and amalgamations. With a proven track record in handling high-stakes international transactions, we provide end-to-end legal support—from drafting merger schemes to securing regulatory approvals—empowering businesses to expand globally while minimizing risks.

Where You Can Find Remedies?

Cross-border mergers are governed by the NCLT under Section 234 of the Companies Act, 2013, which regulates mergers between Indian and foreign companies. Additional oversight may involve:

• Reserve Bank of India (RBI): Ensures compliance with foreign exchange laws under the FEMA Act, 1999.
• Competition Commission of India (CCI): Reviews mergers for antitrust implications.

Planning a cross-border merger? Contact Prospect Legal to navigate legal complexities and secure timely approvals.

📞 Call us at 7000-12-7225

Understanding the Legal Process

Voluntary Process (Company-Initiated):

1. Draft the Scheme: Prepare a merger/amalgamation scheme outlining terms for NCLT approval.
2. Shareholder/Creditor Approval: Secure 75% majority consent from shareholders and creditors.
3. Regulatory Filings: Submit the scheme to RBI, CCI, and Registrar of Companies (RoC).
4. NCLT Petition: File the scheme with NCLT for sanction under Sections 230-232.

Compulsory Process (NCLT-Driven):

1. Tribunal Scrutiny: NCLT reviews objections from minority stakeholders or regulators.
2. Compliance Orders: Direct companies to address regulatory concerns (e.g., asset valuation).
3. Final Sanction: Approve the merger if it meets public interest and statutory criteria.

Legal Protection Under Key Provisions

Section 234 of the Companies Act: Cross-Border Mergers

• When Can a Claim Be Filed?
  • When merging with a foreign company in a jurisdiction reciprocally recognized by India.
  • Upon securing RBI approval for foreign share swaps or asset transfers.
  • If the merger complies with FEMA and avoids anti-competitive effects.

Section 230-232: NCLT’s Powers in Schemes of Arrangement

• Powers of the Adjudicating Authority (NCLT):
  • Sanction or reject merger schemes after evaluating fairness.
  • Ensure creditor/shareholder rights are protected.
  • Order valuations or modifications to the scheme.

Process of Remedy Through Prospect Legal

Step 1: Initial Consultation & Case Assessment

• Feasibility Review: Assess merger viability under Indian and foreign laws.
• Regulatory Mapping: Identify approvals needed (RBI, CCI, RoC).
• Risk Analysis: Highlight challenges like tax implications or cultural mismatches.
• Strategy Development: Plan timelines and compliance checklists.

Step 2: Legal Documentation & Filing

• Draft the Scheme: Outline share swap ratios, asset transfers, and governance terms.
• Prepare Filings: Compile board resolutions, valuation reports, and RBI applications.
• NCLT Petition: Submit Form NCLT-1 with annexures (e.g., auditor certificates).
• Jurisdiction Compliance: File in the NCLT bench where the Indian company is registered.

Step 3: Compliance & Negotiations

• Liaise with Regulators: Address RBI/FEMA compliance and CCI queries.
• Stakeholder Negotiations: Mediate with dissenting shareholders or creditors.
• NCLT Hearings: Represent clients in tribunal proceedings for scheme approval.
• Post-Filing Updates: Monitor regulatory responses and amend filings as needed.

Step 4: Resolution & Final Actions

• Secure NCLT Order: Obtain final sanction for the merger.
• Post-Merger Compliance: File approved scheme with RoC and foreign regulators.
• Post-Integration Support: Assist with tax filings, employee transfers, and IP consolidation.
• Appeal Management: Challenge adverse orders in NCLAT, if required.

For expert legal representation, reach out to Prospect Legal now.
📞 Call us at 7000-12-7225