Guide To Mergers, Amalgamations & Takeovers (1st Edition, 2025)

Corporate restructuring continues to be an area of significant interest for businesses, primarily achieved through Schemes of Merger, Amalgamation and Arrangements as governed by the Companies Act, 2013. These processes are outlined in Chapter XV, covering sections 230 to 240 along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The law regulating such schemes is largely procedural and requires strict compliance with the Act and relevant rules. Following the enactment of the Companies Act, 2013, the authority to approve such schemes was vested in the National Company Law Tribunal (NCLT), which has jurisdiction over the registered office of the companies involved.

Section 233 of the Act introduces a Fast Track Approval process for mergers and amalgamations for specific classes of companies, including (a) two or more small companies; or (b) a holding company and its wholly owned subsidiary company/ies, (c) two or more startup companies; or (d) a start-up company with a small company. In such cases, the authority to approve the scheme lies with the Central Government, powers delegated to the Regional Director of the Ministry of Corporate Affairs. The fast-track route involves less paper work as compared with the Tribunal approval, is cost effective and takes less time compared to NCLT approvals. The Registrar of Companies, Official Liquidator, Regional Director, play a significant role to provide their report to the NCLT. Additionally, comments/objections from authorities like the Income Tax, regulating bodies such as SEBI, RBI, RERA, IRDA etc. where applicable, must be satisfactorily addressed by the petitioner companies.

Questions about mergers, demergers, takeovers, capital reduction, and share buybacks have become increasingly common, especially demergers, have seen significant developments over the past 10 to 15 years. It is noticed that mergers and amalgamation and scheme of arrangement specifically for demerger have become more frequent than the past with the fact that corporate restructuring has rapidly spread across the modern world.

The focus of this book is decidedly pragmatic. The book is designed to address common queries and will serve as a useful resource for corporates, professionals, government authorities, and approving bodies like the NCLT and Regional Director.

This book has been written based on the Companies Act, 2013 with the relevant rules under the Act as well as the applicable provisions of the SEBI, Competition Commission, Reserve Bank of India. A key feature of the current law includes the NCLT’s powers to sanction mergers, demergers and other schemes of restructuring across India. This edition stands out for being the most up-to-date and comprehensive resource on the subject, covering key judgments from the Hon’ble Supreme Court, various High Courts, NCLT and Appellate Tribunal. It includes recent judicial decisions, regulatory frameworks, practices, and procedures involved in mergers, amalgamations, and demergers.

The book integrates both theoretical and practical discussions with detailed procedural aspects and judicial pronouncements, making it highly relevant for real-world corporate restructuring. Every effort has been made to include the latest developments up to the publication date, ensuring that this edition provides valuable insights to corporates, professionals, and authorities alike.