M MIXINGE ENTITIESR RECOURSE FORG GROWTHE ENRICHMENT R RENOVATION

MEANING / CONCEPT COMPANIES ACT, 1956 ITA, 1961 AMALGAMATION ASSETS, LIABILTIES, SHARE HOLDERS

TYPES OF MERGERS

HORIZONTAL MERGERS CONGLOMERATE MERGERS

VERTICAL MERGERS CASH MERGERS

CONGENERIC MERGERS TRIANGULAR MERGERS

DEMERGERS

PURCHASE OF CONTROLLING/INTEREST IN THE SHARE CAPTIAL OR ALL OR SUBSTANTIALLY ALL ASSETS AND LIABILITIES

CHANGE IN MANAGEMENT

LOSES CORPORATE EXISTENCE

REMAINS A SEPARATE LEGAL ENTITY

TYPES OF TAKEOVERS

FRIENDLY TAKEOVERS LEVERAGED BUYOUT

HOSTILE TAKEOVERS BAIL OUT TAKEOVERS

UNDERLYING PRINCIPLE

2+2 = 5ADDITIONAL VALUE

OF ‘SYNERGY’

ENTERING NEW

MARKETECONOMIES OF SCALE MONOPOL

Y IN MARKET

COMPETE GLOBALL

Y

BREAKING TRADE

BARRIERS

RESOURCE

TRANSFER

UTILIZE LIQUIDITY

FOR GROWTH

UTILIZE TECHNOLOG

Y

DIVERSIFY RISK

UTILISE MANGERIAL SKILL & LABOUR

TO AVAIL TAXATION

ADVANTAGES UNDER ITA, 1961

IN PUBLIC INTERE

ST

THE COMPANIES ACT, 1956COMPETITION ACT, 2002FOREIGN EXHANGE MANGEMENT

ACT, 2000

SEBI ACT & REGULATIONSINCOME TAX ACT, 1961INDIAN STAMP AND REGISTRATION

ACTSTATE SPECIFIC POLICIES

1. OBJECT CLAUSE2. TRANSFER DATE3. EFFECTIVE DATE4. EXCHANGE - RATIO5. SCHEME OF AMALGAMATION

APPROVAL OF THE SCHEME

1. SHAREHOLDERS2. CREDITORS/FINANCIAL INSTITUTIONS/BANKS3. STATE HIGH COURTS4. REGIONAL COMPANY LAW BOARD

PERMISSION OF MERGERS

INFORMATION TO STOCK EXCHANGE (PUBLIC LTD. COMPANIES)

APPROVAL OF BOARD OF DIRECOTRS

APPLICATION TO THE STATE HIGH COURT

SHAREHOLDER & CREDITORS MEETINGS

SANCTION BY THE HIGH COURT

FILINGS OF THE COURT ORDER WITH THE ROC

TRANSFER OF ASSETS & LIABILITIES

PAYMENT BY CASH OR SECURITIES

ACQUISITION OF SHARES

TRANSFERABILITY OF SHARES

TRANSFER OF SHARES

SECTION 395, THE COMPANIES ACT, 1956

NEW SHARE ISSUANCE

ASSET PURCHASE

FOREIGN COMPANIES INVESTING IN INDIAN COMPANY (FDI)

INDIAN COMPANY INVESTING IN FOREIGN COMPANY

INVESTMENT BY INDIVIDUALS

IMPACT ON

EMPLOYEES

IMPACT ON

CUSTOMERS

TRADE BARRIER

MERGERS & ACQUISITIONS