Guide to Mergers, Amalgamations & Takeovers

Chapter 1 - Compromises, Arrangements and Amalgamations
Chapter 2 - Compromise or Arrangements
Chapter 3 - Enforcement of Compromise or Arrangement
Chapter 4 - Merger and Amalgamation
Chapter 5 - Merger or Amalgamation of Certain Companies on Fast Track Route
Chapter 6 - Merger or Amalgamation with Foreign Company
Chapter 7 - Acquisition of Shares of Dissenting Shareholders
Chapter 8 - Purchase of Shares from Minority Shareholders
Chapter 9 - Amalgamation in Public Interest
Chapter 10 - Scheme Relating to Transfer of Shares
Chapter 11 - Preservation of Books & Papers
Chapter 12 - Offences Committed Prior to Merger

Appendix 1 - Verification of Status of the Transferor and Transferee Companies before Proceeding Ahead for Scheme of Arrangement/Merger and Amalgamation
Appendix 2(1) - Tentative Timeline for Various Activities for Approval of Scheme of Arrangement/Merger for Seeking Approval of the Hon’ble National Company Law Tribunal u/s 230-232 of the Companies Act, 2013
Appendix 2(2) - Tentative Timeline for Various Activities for Approval Scheme of Arrangement/Merger for Seeking Approval of the Central Government (Regional Director) u/s 233 of the Companies Act, 2013
Appendix 2(3) - Common Check List for Attachment of Documents alongwith the Scheme for First Stage Application to NCLT u/s 230-232
Appendix 2(4) - Cross Verification of the Documents/Application and Scheme
Appendix 2(5) - Requirement for Filing of Forms to the RoC
Appendix 2(6) - Requirement for Filing of Documents with the NCLT
Appendix 3 - Specimen Resolutions under sections 230-232 of the Companies Act, 2013
Appendix 4 - Specimen Consents
Appendix 5 - Specimen of the Auditors Certificate for the Scheme of Arrangement/Merger and Amalgamation
Appendix 6 - Specimen Notices to be published under sections 230-232 of Companies Act, 2013
Appendix 7 - Specimen Notices to ROC, etc. and specimen of additional information that may be called for
Appendix 8 - Specimen Affidavits under sections 230-232 of the Companies Act, 2013
Appendix 9 - Specimen Schemes on Merger/Demerger/ Amalgamation/Hive-off
Appendix 10 - Specimen Applications under sections 230-232 of Companies Act, 2013
Appendix 11 - Specimen of Petition for seeking approval for Scheme of Arrangement for Demerger before the Hon’ble Tribunal
Appendix 12 - Meeting of the Creditors
Appendix 13 - Other Specimens
Appendix 14 - Specimen Agreements, Resolutions and Public Announcement
Appendix 15 - Due Diligence of Mergers and Amalgamation
Appendix 16 - Activity Schedule for a Merger/Amalgamation
Appendix 17 - Statutory provisions under Companies Act alongwith relevant Circulars and Notifications
Appendix 18 - Relevant National Company Law Tribunal Rules
Appendix 19 - Reserve Bank of India Regulations — FEMA (Cross Border Merger) Regulations, 2018
Appendix 20 - Provisions related to the Amalgamation, merger and demerger under the Income Tax Act, 1961
Appendix 21 - Accounting Standard (AS) 14
Appendix 22 - Merger and Acquisitions under the Competition Act, 2002
Appendix 23 - SEBI Regulations, Stock Exchange Circulars and Guidelines
Appendix 24 - Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011