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 by the Central Government under 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 –
Chapter 13 – GST Implications of Mergers, Amalgamations and Takeovers –
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 NCLT 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, 2025 –
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