Merger and Acquisition
To start a business in India as a proprietorship, you need to obtain an Udyam Registration and GST registration. Proprietorship firm is the most preferred form of starting a small business which are owned, managed and run by a single person (male or female)
The term merger and amalgamation have not been clearly defined within the Act. Mergers and acquisitions (M&A) are often thought to be interchangeable terms, but it seems that there are some discrepancies in their definitions. Merger refers to the combining of two or more companies, thereby causing one or both of them to lose their individual identities; meanwhile, amalgamation denotes the merging of two or more enterprises into one enterprise with all entities losing their individual identities forming themselves into a new legal entity
There may be an amalgamation by the transfer of two or more undertakings to a new or existing company. Transferor company means the company which is merging in case of amalgamation and transferee company is the company which has been created from merger or amalgamation and this would then mean it would be called an amalgamated company in case of amalgamation.
A merger is a process where two entities form one larger entity. The Board of Directors from each company decide that they want to combine forces and seek shareholder approval. Once the merger happens, the acquired company ceases to exist and becomes part of the acquiring company. Recent examples include eBay India merging with Flipkart, Vodafone & Idea merging their operations, Axis Bank purchasing Free Charge (mobile wallet), and State Bank of India merging all its subsidiaries into itself.
Sometimes when these businesses grow too much and become less focused on their core abilities, they also require a restructure.
Businesses sometimes need to work on their financial positions in order to keep up with profit expectations. One of the ways this can happen is through restructuring, which may also take place during periods when a company needs to survive harsh economic climates or if it needs to make a major change in direction (such as switching gears from products made for smartphones to ones intended for tablets). There are many different types of restructurings that can take place, including mergers/amalgamations, acquisitions/takeovers, divestitures/demergers, slump sales; joint ventures and alliances.
Strategic decision of merger/amalgamation by the transferor/transferee company requires compliance with a number of regulatory requirements including (but not limited to) the Companies Act, 2013, National Company Law Tribunal Rules, 2016, Income Tax Act, 1961.
Due diligence and valuation are two of the most essential pieces. Mergers and amalgamations involve conducting all sorts of discussions, including board/general meetings, obtaining all approvals from regulators like stock exchanges, national company law tribunal (NCLT), ministry of corporate affairs (ROC/RD), drafting all sorts of documents, including drawing up a scheme, sending out notices or explanatory statements and filing all sorts of documents at both the ROC and NCLT. This lesson will cover the regulatory framework in relation to merger/ amalgamation provisions in the companies act; interpretations around these provisions; different approvals required; steps involved; integration not only between financials, accounting software but also between humans and culture too- plus judicial pronouncements too.