A slump sale is the transfer of one or more business undertakings for a lump-sum consideration without values being assigned to individual assets and liabilities.
Corporate Restructuring
Executing corporate demergers, slumps sales, capital reduction, and group reorganizations.
Corporate Law
Executing corporate demergers, slumps sales, capital reduction, and group reorganizations.
Corporate restructuring—via schemes of arrangement, demergers, slump sales, capital reduction, or business transfer agreements—allows companies to optimize tax, carve out non-core units, or unlock shareholder value.
Bail & Trial provides end-to-end corporate restructuring legal services. We structure demergers, draft slump sale agreements, file Section 230-232 NCLT merger schemes, and manage capital reduction under Section 66.
Demergers, Capital Reduction & Restructuring
NCLT schemes of arrangement, slump sales, and group reorganizations.
- NCLT Demerger & Amalgamation Schemes
- Section 66 Capital Reduction
- Slump Sale (BTA) Transactions
Our Expertise
Our Expertise in Corporate Restructuring
Navigating company law, tax, stamp duty, and NCLT approval procedures.
NCLT Schemes of Arrangement
Filing court-approved restructuring schemes under Sections 230-232.
- Demerger of business divisions into new entities
- Group company amalgamation & holding structure setup
- Creditor & shareholder meeting coordination
Capital Reduction & Slump Sale
Executing business transfers and share capital reduction.
- Section 66 NCLT capital reduction petitions
- Business Transfer Agreement (BTA) drafting for slump sales
- Tax & stamp duty optimization strategy
Dispute Resolution
Structuring Group Reorganizations
Regulatory clearances and tribunal sanction orders.
Option 01
NCLT Sanction Order
Obtaining final court order approving demerger or amalgamation scheme.
Option 02
Regional Director (RD) Approvals
Securing ROC, RD, and Official Liquidator (OL) clearing reports.
Option 03
Stamp Duty Adjudication
Adjudicating stamp duty on court merger orders at District Registrar.
What We Do
Services for Corporate Groups & Shareholders
Full spectrum of corporate reorganization legal support.
Corporate Demerger Schemes
Carving out specific business undertakings into standalone listed or unlisted companies.
Slump Sale (BTA) Transactions
Transferring business undertakings as going concerns for a lump-sum consideration.
Capital Reduction (Sec 66)
Extinguishing or paying off excess paid-up share capital before NCLT.
Holding-Subsidiary Restructuring
Simplifying multi-layered corporate group ownership structures.
Common Matters
Key Restructuring Provisions
Core statutory mechanisms under Companies Act 2013.
Section 230-232 Scheme of Arrangement
Requires approval of 3/4th majority in value of creditors and shareholders.
Section 50B Income Tax Slump Sale
Slump sale of an undertaking qualifies for capital gains tax calculation under Sec 50B.
Section 66 Capital Reduction
Reduction of share capital requires special resolution and NCLT confirmation.
Our Process
Our Restructuring Roadmap
How we execute NCLT corporate schemes.
1
Entity & Governance Assessment
Assessing statutory corporate obligations, board mandates, and capitalization structures for Corporate Restructuring.
2
Legal Due Diligence & Audit
Reviewing Articles of Association, shareholding ledgers, MCA filings, and third-party contracts.
3
Drafting Core Charters & Agreements
Formulating customized shareholder agreements, commercial deeds, and corporate resolutions.
4
MCA & Regulatory Approvals
Filing statutory forms with the Registrar of Companies (ROC), NCLT, and sectoral authorities.
5
Negotiation & Dispute Management
Resolving deadlock, investor conflicts, or restructuring bottlenecks through structured counsel.
6
Execution, Compliance & Annual Shield
Final execution, statutory register maintenance, and continuous corporate governance monitoring.
Why Choose Us
Why Choose Us for Corporate Restructuring
Deep mastery of NCLT tribunal procedures and tax-effective transaction structuring.
NCLT Sanction Record
High success rate securing seamless NCLT scheme approvals.
Tax & Stamp Advisory
Ensuring restructuring schemes minimize stamp duty and capital gains liabilities.
Have Questions?
FAQ about Corporate Restructuring
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What is a "Slump Sale" under Section 2(42C) of the Income Tax Act?
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What voting majority is required to pass an NCLT merger or demerger scheme?Under Section 230(6), the scheme must be approved by a majority representing 3/4th in value of the creditors or shareholders present and voting.
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Is stamp duty payable on an NCLT Merger or Demerger Order?Yes. An NCLT sanction order approving a scheme of merger/demerger is treated as a "conveyance" under state Stamp Acts and attracts stamp duty based on state rates.
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What is the statutory process for compounding technical MCA defaults?Under Section 441 of the Companies Act 2013, a company can file a compounding application admitting technical non-compliance, pay a reduced fine to NCLT/RD, and avoid court prosecution.
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What are the consequences of non-compliance with annual ROC filings?Delayed AOC-4 and MGT-7 filings incur daily additional late fees of Rs. 100 per day, director DIN disqualification for 3 consecutive years of non-filing, and risk of company strike-off.
Book a Consultation
Book a Consultation
Speak with our legal experts for personalized advice and strategic representation.
Book an Appointment
Schedule your initial legal consultation with our team.