The Term “Merger” is not defined under Companies Act, 2013. In General sense, it is termed as when two Companies decide to move forward as a single new Company instead of operating separately. It not only offers economic advantage by increasing operational synergy but also cover the wide market range, technological benefits, diversification and eliminate/reduce competition. In today’s scenario, it is a highly preferable means to achieve faster growth in this competitive milieu.
Regulatory Framework surrounding the Merger and Amalgamation regime in India in relation to corporate entities covers:
- The Companies Act,2013
- Companies (Compromises, Arrangement and Arrangements) Rules, 2016
- SEBI (Listing Obligation & Disclosure Requirements), 2015
- SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
- Income Tax Act,1961
- Competition Act, 2002
- Foreign Exchange Management Act, 1999
- The Indian Stamp Act, 1899
- AS-14/ Companies (Indian Accounting Standards) Rules,2015
- Banking Regulation Act, 1949
- Rules, regulations, circulars, directions, notifications issued under the above
Merger and Amalgamation involves strategic decisions, competitor analysis, technical and legal aspects such as valuation of organizations, swap ratio of shares, legal and procedural aspects with Regulators ROC and NCLT.
SERVICES OFFERED BY J&P
- Providing Consultancy services based on Market Study, Competition Analysis
- Determine the Swap Ratio
- Providing Valuation Report
- Drafting of Scheme of Amalgamation /Arrangements
- Filing of scheme with the concerned regulatory authorities for their approval
- Liaisoning and correspondence with regulatory authorities.
- Obtaining order for approval of scheme.
- Filing of order with the Office of Registrar of Companies (ROC).
THE J&P ADVANTAGE
Our Complete Team of Professional (CS, Legal, Taxation, etc.) at J&P handles the whole process with utmost due diligence. From documents compiling till completion of the whole process our team works with utmost care leaving no potential loopholes. Our team adheres to timelines and responds to office action on timely basis thereby creating a comprehensive approach.