The NCLT and the National Company Law Appellate Tribunal (“NCLAT”) were constituted as specialized institutions to deal with corporate disputes and promote speedy disposal of matters pertaining to restructuring, rehabilitation and revival of companies. We advise companies on methods of restructuring including joint ventures, mergers, acquisitions, demerger/ spin-off a division into a separate company, buy-back of shares, leveraged buyouts, slump sale, reduction in share capital, winding-up and repatriation of the proceeds. Especia is one of the top mergers and acquisitions consulting firms, ... (NCLT), Regional Director (RD) involved under Companies Act, 2013. Voluntary Winding Up of Corporate persons became effective on notification by Central Government on 30 March 2017, inter alia, Section 59 of the Insolvency and Bankruptcy Code, 2016 (Code) which deals with voluntary liquidation of corporate entities which will come into effect from 1 st April 2017. The TVS family Thursday filed a composite scheme of amalgamation and arrangement before the National Company Law Tribunal (NCLT), Chennai to align stock ownership of the group’s operating entities with the members that directly run them. 2. Role of a Finance Manager in the organisation. Mergers and Acquisitions (“M&As”) have gained substantial importance in today’s corporate world. Mergers & Acquisitions provisions notified in Companies Act Lakshmikumaran & Sridharan ... the role of NCLT as a forum for resolution of corporate disputes etc. Discussions on Financial Statements – Balance Sheet, P/L Statement, Cash Flow. The new insolvency law of India has resulted in significant development of distressed M&A in India. Mergers & Acquisitions provisions notified in Companies Act. This position has evolved with technology and time and transformed into a business strategist role. Thus, Mergers and acquisitions are indeed strong indicators of a growing and robust economy. In relation to merger and acquisition, it has to be looked with two ways. Traditionally, the High Courts are dealing with the inbound mergers, but now, the NCLT are set to deal with the outbound mergers. A Practicing Company Secretary and a became member of ICSI since 2013. Factors Driving Mergers And Acquisitions Deals In India The reasons for the same can be attributed to a number of factors, including, inter-alia … Revisit basic Financial and Accounting concepts. Role of the Reserve Bank in the approval: Onerous condition Sub-section (2) of Section 234 of the Companies Act, 2013 requires a prior Reserve Bank approval in the cross-border mergers. Merger and Acquisitions. Merger & Acquisition DIPANJAN ROY 2. One of it would be preventive and other would be focused on talent. Section 230, 231, and 232 of the Companies Act, 2013 provides the role of NCLT in a merger and acquisition. The CFO has always been at a respectable position in the business world. print. Introduction to Business & Financial Planning – Budgeting, Create your own Business Plan. The total number of mergers and acquisitions in 1999-2000 was 1068 and the value of acquisitions was Rs.32,012 crores. Tribunals) to deal with the debt recovery problems The term ‘Merger’ is generally a scheme of arrangement or Compromise between a Company, Shareholders and Creditors. al, ―Mergers and Acquisitions: A … The establishment of NCLT and NCLAT is going to offer a host of opportunities to the company secretaries who are still practicing and have been authorized to appear before the tribunal or the appellate tribunal. The dealmaking happened on the back of a record year in terms of raising equity. When one looks at the new provisions in the Companies Act, 2013 referred above, one will immediately remember this, though the situation that is referred under the Companies Act now, is the reverse of what is stated in the FAQ. The committee will be chaired by former executive director of the central bank, Sudarshan Sen. Whereas, the term ‘Amalgamation’ is defined under section 2 (1b) of Income Tax Act, 1961 as a merger of one or more Companies with another Company or Merger of two or more Companies to form a new Company. Know the Role of Ombudsman ... Empoyment and labour laws, Legal advice, Contracts and legal documentation, Mergers & Acquisitions,, NCLT lawyers, … The Insolvency and Bankruptcy Code, 2016 (“the Code”) proved to be a gamechanger with respect to both revival and liquidation of a company. Cross Border Mergers & Acquisitions Page 7 Case Study 1 – Sun Pharma Consolidation of overseas investments Sun Pharmaceuticals Industries Limited (Sun Pharma) has entered into a scheme of arrangement with Sun Pharma (Netherlands) B.V (Transferee 1) and Sun Pharmaceuticals Holdings USA Inc. A panel will also review their role under the Insolvency & Bankruptcy Code (IBC). It facilitates loan syndication, advise on Mergers and Acquisitions, conduct capital restructuring, and Manage Assets. The central bank has set up a six-member committee to review the working and business models of asset reconstruction companies (ARCs). Mergers and acquisitions are governed by the following laws: The Companies Act, 2013. To simplify the process of mergers between small companies, or between a holding company and its wholly owned subsidiary, without the intervention of the NCLT… In 2000-01 the total number was 1215 and value of acquisitions … Additional Preference will be given to those candidates possessing CS qualification. The checklist for NCLT approvals consists of the following: A ‘Merger’ is a combination of two or more entities into one; merger essentially means an arrangement whereby one or more existing companies merge their identity into another to form a new and different entity which may or may not be one of those existing entities. The Candidate is expected to mention the details of such matters before NCLT/NCLAT or mergers, acquisitions and restructuring processes that they have been a part of, along with their exact role in the same. Mergers and acquisitions are strategic decisions leading to the maximization of a company’s growth by enhancing its production and marketing operations. In India, Mergers and acquisitions have been more in number and value in the last decade or so. The role of professionals becomes more relevant in the wake of cross-border mergers and takeovers since ... 11.Appearance before NCLT / NCLAT. The provisions w.r.t. Section 390 to 395 of Companies Act, 1956 deal with arrangements, amalgamations, mergers and the procedure to be followed for getting the arrangement, compromise or the scheme of amalgamation approved. In our previous post, we discussed the La-Fin Judgments passed by the NCLAT (Pushpa Shah v. IL&FS Financial Services Limited) and NCLT, which had held that a put option holder may be treated as a ‘financial creditor’ under the Insolvency & Bankruptcy Code, 2016 (IBC).A three-judge bench of the Supreme Court set aside the La-Fin Judgments in Jignesh Shah vs Union of India primarily on … Following are the laws that regulate the merger of the company:-. Mergers and Acquisitions, commonly known as M&A, is an area of law that describes any transaction where companies combine to form a new company or a company acquires another company. ... NCLT approved the … Yet, the growth trajectory of transactions under contemplation, such as- acquisition, disposition, merger, joint venture, restructuring etc. In view of the aforesaid discussions on the provisions of the New Act, the idea or proposal behind introducing certain simple and forward-looking concepts is to simplify and enable the process of M&A’s. 12.Fast Track Mergers : Small companies, Holding and wholly owned companies Mergers and acquisitions 1. TVS Group approaches NCLT for business recast. Section 230, 231 and 232 are the essential sections that provide the role of CLTs in mergers. She is the one who is the financial expert with insight to manage the complete monetary dealings of a business. Course Highlights. Photo Credit: Reuters. The world of consumerism is a highly competitive field wherein retailers constantly strive to create an impressive image in the minds of the consumers. We also advise on tax benefits available to companies after restructuring. Approach of New Cos. Act: The existing Companies Act, 1956 is a voluminous document with 781 sections. Apohan’s Role in the Life of a Business: ... (NPA accounts, NCLT cases, SARFAESI cases, etc) by roping in equity investors if the business is intrinsically viable and the only problem is the availability of funds. Link Legal is a full-service law firm with offices in Delhi, Mumbai, Bengaluru, Hyderabad and Chennai and has a team of 200 plus lawyers. Apohan’s Role in the Life of a Business: ... (NPA accounts, NCLT cases, SARFAESI cases, etc) by roping in equity investors if the business is intrinsically viable and the only problem is the availability of funds. Almas Capital Limited in its role of financial advisor raise capital (both debt and equity) for companies. Laws Regulating Merger. Key Words: NCLT, CLB, MCA, constitutionality INTRODUCTION With increase in the demands of the common public in relation to wide-ranging products or services with respect to the type of commodity, and also with the impulsive 1 Muhammad Faizan Malik et. Ms. Isha Deepak Zatakia is an associate member of Institute of Company Secretaries of India with an experience of more than 2 years in corporate sector including corporate structuring, company affairs, public issues, rights issues, mergers, acquisitions and secretarial compliances. More TESTIMONIALS from our esteemed clients TESTIMONIALS DSA’s REVOLUTION. Mergers and amalgamations are outside the purview of SEBI as they are subject matter of the Companies Act, 1956. “Deepak Shankar Agrawal played a crucial role in pulling out the company from a difficult situation. The merger means an arrangement whereby one or more existing companies merge their identity into another existing company or form a distinct new entity. Modern-day economies are characterized by an extremely dynamic, rapidly evolving and vibrant environment under which business models are put to trial on a regular basis. Section 390 to 395 of Companies Act, 1956 deal with arrangements, amalgamations, mergers and the procedure to be followed for getting the arrangement, compromise or the scheme of amalgamation approved. to name a … Whereas, the term ‘Amalgamation’ is defined under section 2 (1b) of Income Tax Act, 1961 as a merger of one or more Companies with another Company or Merger of two or more Companies to form a new Company. This agreement would also govern the manner in which the co-founders are bound to work within the organization and stipulates the relationship between the co-founders of a company. A … The consideration of mens rea at the time of imposition of liability under insider trading regulations can be justified on the two grounds –. Instead of terming a company on the verge of its extinction as ‘sick’, it focuses upon effective restructuring through plans that even involve mergers and acquisitions. Mergers and Acquisitions 10. The NCLT and the National Company Law Appellate Tribunal (“NCLAT”) were constituted as specialized institutions to deal with corporate disputes and promote speedy disposal of matters pertaining to restructuring, rehabilitation and revival of companies. Advocates & Solicitors. MERGERS AND ACQUISITIONS. Mergers & Acquisitions No Comments In the case of Wiki Kids Limited [1], the NCLAT upheld the order of the NCLT rejecting a scheme of amalgamation, as it resulted in undue advantage to the promoters of the amalgamating company. It was also contended that the role of NCLT was limited only to ensure that all stakeholders have been consulted in a proper manner and, hence, it acted beyond its jurisdiction by refusing to … Mergers and Acquisitions – Companies Act Framework and Broad Process Businesses in modern-day economies are comprehensively different from their counterparts in earlier times. (I) The Companies Act , 1956. Certificate Course on Mergers and Acquisitions and Joint Ventures by Law Offices of Madhavan Srivastan; The curriculum provides an extensive understanding on the basics of Mergers and Acquisitions and Joint Venture. The Insolvency and Bankruptcy Code, 2016 (“the Code”) proved to be a gamechanger with respect to both revival and liquidation of a company. ... Role of courts in sanctioning schemes of arrangement. Human Resource Audit refers to a comprehensive method of objective and systematic verification of current practices, documentation, policies and procedures prevalent in the HR system of the organization. Checklist for NCLT approvals. In response to rising consumer needs, retailers and consumer products manufacturers constantly need to develop innovative strategies to attract more business. In today’s global business era, the Merger and Acquisition strategy is the most favored agile for shaping up of declining or debt-ridden businesses under pressure of lenders. Our paper – Mergers and Acquisitions - addresses legal and regulatory considerations surrounding M&A in India.1 In this paper, we dive deep into tax considerations relevant … RETAIL & CONSUMER PRODUCTS. Smaller firms can benefit a lot by merging with bigger names and earn goodwill. Asset and business purchase. Procedure for Merger through NCLT. A co-founders agreement is an agreement which is entered into between the founders of a company. Mergers and Acquisitions in India. (i.) Thus, all mergers and acquisitions have to be carried out in accordance with the Companies Act, 2013. Following are the laws that regulate the merger of the company:-. A STUDY ON MERGER AND AMALGAMATION OF COMPANIES UNDER COMPANIES ACT, 2013 1Jeevitha Selvaraj ,2arya R 1 Student, BBA.,LLB, 2rd yr, Saveetha School Of Law, Saveetha institute of medical & technical sciences ,Saveetha University,Chennai 77, Tamilnadu,India 2 Assistant Professor , Saveetha School Of Law, Saveetha institute of medical & technical We are a firm of specialists and the go-to firm for companies that want to conduct business It is broad enough to include various types of restructuring like mergers, amalgamations, compromises, etc. Mergers and Acquisitions in India, in common parlance refers to a situation where two or more entities come together to usually form one entity. Overview of M&A in Companies Act, 2013. As an exception, fast-track mergers are possible in case of mergers between certain categories of companies (e.g., mergers between small companies or between a holding company and its wholly owned subsidiary) where such mergers can be undertaken outside the NCLT process but with the approval of the Central Government. G P Madaan Co-Chairman, National Council for Mergers& Acquisitions of ASSOCHAM. By Akila Agrawal on January 13, 2020. to take up the additional role (As of December 2014, there were 62,000 cases pending with Debt Recovery. ... of the merger to a great extent. Since Cross border mergers and acquisitions involve two countries, according to the legal terminology, the acquiring company in other countries is referred to as the Home Country, while the country where the target company is situated, is referred to as Host Country. 2. (I) The Companies Act , 1956. Moreover, the NCLT Chennai observed that since Section 234 of the 2013 Act permitted merger of a foreign LLP with an Indian transferee company, it would be wrong to presume that the 2013 Act prohibited merger of an Indian LLP with an Indian transferee company. The National Company Law Tribunal, a quasi-judicial body that rules on Indian companies, ordered telecommunications company Devas Multimedia Pvt. The Companies act, 2013 is the basic and primary law governing all companies in India. Restructuring and Liquidation 5 (iii) Recommendations (..contd) 1. Ms. Isha Deepak Zatakia is an associate member of Institute of Company Secretaries of India with an experience of more than 2 years in corporate sector including corporate structuring, company affairs, public issues, rights issues, mergers, acquisitions and secretarial compliances. Going through this type of restructuring, companies create a pool of … The Firm took form through confluence of seasoned professionals under the leadership of Mr. Prashant Bhargava and Mr. Aditya Bhargava and was formally incorporated in 2017, the firm has offices in Delhi, Gurugram, Rewari and Jaipur. How IBC resolution benefits the corporate debtors in mergers & acquisitions. Almascaps also advises on Renewable Energy Projects Globally. Merger and Amalgamation is a restructuring tool available to Indian conglomerates aiming to expand and diversify their businesses for various reasons whether it is to gain competitive advantage, reduce costs, or availing of tax benefits. Mergers & Acquisitions provisions notified in Companies Act Lakshmikumaran & Sridharan ... the role of NCLT as a forum for resolution of corporate disputes etc. Overview. The aim of this provision was to ensure fairness and effective overseeing of the deals. Mergers are generally different from acquisitions in the way they are financed. 5th Year,Maharashtra National Law University. 6th National Summit on Mergers and Acquisitions: Issues and Challenges for Economic Growth. He presented a holistic understanding by focussing upon the theoretical and practical aspects of Venture and Share Holders Agreements. Legal framework of any country plays a pivotal role in establishing promoting such reconstructions. If money could talk, it would have whooped last year. Mergers & Acquisitions Pavan Kumar Vijay. As George Bernard Shaw said “we are made wise not by the recollection of our past, but by the responsibility for our future”. Consider this: in 2017, India saw more than 1,000 mergers and acquisitions (M&As), the highest in the current decade. I am thankful to him for that.” Boman Irani, Rustomjee. The speaker started the session by introducing the purpose of Mergers and Acquisitions and the role of statutory bodies like SEBI and CCI in these high valued transactions. Abbishek Sinha’s course was an enriching experience as he was extremely instrumental in bridging this very gap. The 2013 Act seeks to simplify the overall process of acquisitions, mergers and restructuring, facilitate domestic and cross-border mergers and acquisitions, and thereby, make Indian firms relatively more attractive to PE investors. Mergers and acquisitions: A new mantra for growth during challenging times in India Uday Ved and Deep Kothari of KNAV provide practical insight on the tax and regulatory implications on certain key transactions, as Indian businesses look to recover and … The role of professionals becomes more relevant in the wake of cross-border mergers and takeovers since ... 11.Appearance before NCLT / NCLAT. If NCLT observes that the affairs of the Company are being conducted in a manner prejudicial or. The acquired firm does not change its legal name or structure but is now owned by the parent company. • Types of mergers 1) Conglomerate - L&T and Voltas Ltd. 2) Congeneric – Citigroup and Travellers Insurance. Establishment of NCLT is expected to help in reducing the time that is usually taken in obtaining sanctions from High Court in M&A cases. Laws Regulating Merger. India Business Law Journal’s list of 50 Future Legal Leaders was compiled following an extensive consultation exercise in which thousands of in-house counsel and hundreds of India-focused international lawyers were asked to nominate up-andcoming lawyers who have the potential to reach the peak of the profession, and to explain their reasons for the nominations.
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