Corporate Restructuring &
MCA / ROC Services

Corporate restructuring is the process of significantly changing the financial or operational structure of a company to improve efficiency, profitability or strategic positioning. Under the Companies Act 2013, corporate restructuring encompasses mergers, amalgamations, demergers, arrangements, compromises, conversion of entity type, capital reduction, buyback of shares and closure. Most major restructuring transactions require the sanction of the National Company Law Tribunal (NCLT) under Sections 230–232 of the Companies Act. The Ministry of Corporate Affairs (MCA) and the Registrar of Companies (ROC) regulate the filing and approval process. NCLT Clearance Services →

A merger involves two companies combining where one company (the transferor) merges into another (the transferee/surviving company). An amalgamation is the formation of an entirely new company by combining two or more existing companies, with both original entities ceasing to exist. Both are governed by Sections 230–232 of the Companies Act 2013 and require NCLT sanction. The process: (1) Board approval of scheme of arrangement, (2) Filing of petition with NCLT, (3) NCLT order for meetings of shareholders and creditors, (4) Approval at meetings, (5) Final NCLT order, (6) Filing with ROC. Tax treatment: If conditions under Section 47(vi) and (vii) of the Income Tax Act are met, no capital gains tax arises on the transfer of assets from the transferor to the transferee company. Merger & Amalgamation →

A demerger is the reverse of a merger — a company (the demerged company) transfers one or more of its business undertakings to a separate entity (the resulting company). The shareholders of the demerged company receive shares in the resulting company in proportion to their existing shareholding. Demergers are used to separate distinct businesses, unlock value, enable focused management or facilitate a partial sale. Under Section 47(vib) of the Income Tax Act, a qualifying demerger is tax-neutral — no capital gains arise on transfer of assets to the resulting company. The resulting company steps into the shoes of the demerged company for depreciation and other tax purposes. NCLT approval under Sections 230–232 is mandatory. TAXAJ handles the complete scheme drafting, NCLT petition and post-demerger compliance.

Capital reduction under Section 66 of the Companies Act 2013 allows a company to reduce its paid-up share capital — typically to eliminate accumulated losses, return surplus capital to shareholders or restructure the balance sheet. Capital reduction requires NCLT confirmation. The process involves: (1) Special resolution by shareholders, (2) NCLT petition with auditor certificate, (3) Notice to creditors and ROC, (4) NCLT hearing and confirmation order, (5) Filing of NCLT order with ROC. A variant of capital restructuring is the increase in authorised share capital under Section 61 — achieved by ordinary resolution and SH-7 filing with ROC, without NCLT involvement. Capital Reduction →

Converting a Private Limited Company to an LLP is governed by Section 56–58 of the LLP Act 2008 and Companies Act. The process uses Form 18 (consent of shareholders for conversion) filed along with the FiLLiP form for LLP incorporation. Key tax benefit: Section 47(xiiib) of the Income Tax Act provides tax-neutral treatment — no capital gains on transfer of assets and liabilities from company to LLP, provided: all shareholders become partners in the LLP, no consideration is paid except share of profit, and the LLP carries on the same business as the company. Post-conversion, all assets and liabilities of the company vest in the LLP by operation of law. ROC issues a certificate of registration of conversion and the company is deemed dissolved. Pvt Ltd to LLP Conversion →

Every company registered under the Companies Act 2013 must file mandatory annual returns with the ROC: AOC-4 (financial statements) by 29/30 October every year and MGT-7 / MGT-7A (annual return) by 28 November every year. Additionally, DIR-3 KYC for all directors is due by 30 September. Large companies must file financial statements in XBRL format. Non-filing results in ₹100/day penalty with no cap — directors can also be disqualified under Section 164(2) for failing to file for 3 consecutive years. TAXAJ tracks all due dates and ensures on-time filing for all MCA and ROC compliance requirements. Annual ROC Filing →