Merger of two small scale company (Merger of Holding in to subsidiary company)

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Kamal Pal (Querist)
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06 August 2024 Dear Experts, We are based out of Gurugram, looking forward for service of merger between two small scale company.
1. Both having same ownership/ shareholding.
2. Holding company do not run business and all compliances are being maintained.
3. Subsidiary company have business of business consulting services only and is in the business (turnover less then 2 cr. in preceeding 5 years)
4. Holding company owns over 86% of shareholding in subsidiary company.

We are interested in fast track merger between the two and want to know the time and professional fee (other then govt. chg. exp.) will be for the purpose.

Interested member, please leave your link of your profile where we can reach you by phone or email.

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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13 August 2025 Key Points for Fast Track Merger:
Eligibility:
Both companies should be small companies or private companies.
Shareholding should be as you mentioned (holding owns > 90%, but you have 86%—may require minor adjustment or confirmation).
Both companies are carrying on business and all compliances are maintained.
Procedure:
Board meetings for approval.
Filing Form INC-28 for application to the Regional Director (RD) for approval.
No requirement for shareholders’/creditors’ meeting or court approval.
RD approval normally takes 2-4 months depending on workload.
Documents Required:
Board resolutions
Valuation report (if needed)
Copy of shareholding pattern, financial statements
Affidavits, indemnity letters as per RD’s requirement
Timeline:
Preparation and filing: 1-2 weeks
RD processing & approval: 8-12 weeks on average
Total: ~3 months generally
Professional Fees:
Varies widely depending on CA/CS firm and complexity.
For small scale companies, professional fees (excluding government fees) may range from ₹40,000 to ₹1,00,000 approx.
Exact fee depends on documentation, follow-ups, complexity.
Suggestions:
Engage a Company Secretary (CS) or Chartered Accountant with experience in fast track mergers.
Since you want direct contact, best approach is to connect on professional platforms like LinkedIn or consult reputed CA/CS firms in Gurugram.
I can help draft a checklist or recommend how to find such professionals if you want.

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