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REGULATION FOR

DOMESTIC COMPANIES
MERGERS / DEALS
Submitted By:
Karunesh Mathur
Roll NO. 17
MBA 1417

Content
Modes of M&A in India.
Mergers

Key Drivers for Mergers.


Domestics Mergers
Key Regulations Governing Mergers.

Modes of M&A in India


M&A

Internal
Restructuring

Acquisitions

Business
Purchase

Share
Purchase

Buyback

Merger/
Demerger

Capital
Reduction

Amalgation

Demerger

Business
Purchase
Focus on core
business / non
core business

Focus on inorganic
growth or non
strategic investments

Enhancing Stake

Financial
restructuring/
Enhancing
stake/repatriation

Consolidation of
businesses / entities

Focus on core
business /hive-off of
non core business
/monetize

Merger / Amalgamation Key drivers


Consolidation of operations to exploit synergy

Eliminate no. of companies in group

Develop focused brand

Balance sheet right sizing

image/ stronger market

Automatic listing of Co Reverse Merger

standing through single


flagship entity
Takeover of sick company
Consolidation of Promoter
holdings
Tax savings
Fund constraint
Eliminate multiple layers of

holding

Domestic Merger

Key regulations on mergers


Companies Act
1. High Court Approval
2. Approval of Shareholders and Creditors
3. Post Implementation procedures.

Accounting
1.
2.
3.

Pooling of Interest
Expense accounting
Cancellation of investment

Income Tax

Other Regulations

1. Tax neutrality.
2. Availability of tax exemptions
3. Transfer of tax credits
4. Step up in tax basis

1.
2.
3.

SEBI & Stock Exchange


1. Listing of Shares / New Co.
2. Stock exchange approvals.
3. Trade over code implications
4. Filling compliances.

Competition Act
Indirect tax
Industry specific law

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