Mergers, Takeovers, Amalgamations

The book is veritable commentary on “Merger, Acquisition & Corporate Restructuring” as provided under Chapter XV of the Companies Act, 2013 explaining ‘Compromises and Arrangements and Amalgamations’, which expression is variously described as reconstruction, reorganization and schemes of arrangement or amalgamation, mergers or takeovers. Various concepts involved in or around them have been critically analysed with illustrations drawn from the precedents of the Indian and foreign courts, as also analysed are the provisions of the SEBI Takeover Code of 2011, the provisions of Income tax Act, GAAR and Competition Law. It contains 23 chapters:

• Chapter 1 is an introductory chapter explaining the concept of compromise or arrangements, reconstruction, reorganization, amalgamation, mergers and takeovers. 
• Chapter 2 deals with the concept of compromise or arrangements as single window clearance system, alternative mode of liquidation, reorganization of the share capital, etc. 
• Chapter 3 deals with application to the Tribunal, by whom presented, its form and contents, disclosure of material facts, the pendency of investigation, etc. 
• Chapters 4 and 5 deal respectively with class meetings and what constitutes class and with procedure for the meeting. 
• Chapter 6 deals with sanction of the scheme, jurisdiction of the Tribunal, its functions and duties, its order and contents and effect thereof. 
• Chapter 7 deals with “buy-back” of shares under the orders of the Tribunal in a scheme of compromise and arrangement. 
• Chapter 8 deals with the power of the Tribunal to enforce the scheme.
• Chapter 9 deals with general concepts of amalgamation, merger, reconstruction, reorganization of the company’s capital by consolidation or division of shares. 
• Chapters 10 and 11 deal, respectively, with the process and with the sanction of the scheme of amalgamation. 
• Chapter 12 deals with demerger as a form of business restructuring and hiving-off.
• Chapter 13 deals with the contents, operation and effect of the order of the Tribunal sanctioning the scheme of merger and amalgamation. 
• Chapters 14 and 15 deal with amalgamation, respectively, of small companies and foreign companies.
• Chapters 16 to 19 deal with acquisition and takeover; chapter 16 dealing with the salient features and concept of acquisition and takeover; chapters 17 and 18 dealing with acquisition of shares, respectively, of dissenting shareholders and minority shareholders; chapter 19 dealing with SEBI Takeover Regulations for substantial acquisition of shares/control and ensuring fair and equal treatment of all shareholders.
• Chapters 20 to 23 deal with matters such as the Central Government ordering compulsory amalgamation (chapter 20), taxability of capital gains arising as a result of transfer (chapter 21), competition law (chapter 22) and exchange ratio (chapter 23).