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Overview of the Process of Mergers and Acquisition in India
Introduction Mergers and acquisitions (M&A) are a common form of corporate restructuring in India, and the laws governing them are quite complex. In this article, we will discuss the legal framework that governs M&As in India, including the various laws and regulations that are applicable. We will also discuss the process of an M&A transaction and the role of the various stakeholders in it. Overview of Mergers and Acquisitions in India Mergers and acquisitions in India are governed by a number of laws, including the Companies Act 2013 (the “Act”), the Competition Act 2002 (the “Competition Act”), the Securities and Exchange Board of India Act 1992 (the “SEBI Act”), the Securities Contracts (Regulation) Act 1956 (the “SCRA”), and the Foreign Exchange Management Act 1999 (the “FEMA”). The Companies Act 2013 is the primary legislation governing M&A transactions in India. It prescribes the requirements for a merger or acquisition to take place, including the approval of the shareholders, creditors, and the Central Government. The Act also requires the parties to the transaction to file a notice to the Registrar of Companies (ROC) and to obtain an approval from the Competition Commission of India (CCI). The Competition Act provides for the regulation of anti-competitive practices in India. It prescribes the requirement for the parties to a merger or acquisition to obtain approval from the CCI. The SEBI Act regulates the securities market in India, and the SCRA regulates the trading of securities. The FEMA regulates foreign investments in India. The Process of a Merger or Acquisition in India The process of an M&A transaction in India typically begins with an agreement between the merging/acquiring entities. This agreement sets out the terms and conditions of the transaction and is usually known as a “share purchase agreement” (SPA). The SPA is then filed with the ROC. The next step is to obtain approval from the shareholders, creditors and the Central Government. The shareholders and creditors must approve the transaction by passing a special resolution in a meeting of their respective bodies. The Central Government must also give its approval for the merger or acquisition if it involves a transfer of shares or assets of a public sector undertaking. Once the approvals from the shareholders, creditors and the Central Government have been obtained, the parties to the transaction must then obtain approval from the CCI. The CCI has the power to approve or reject the transaction based on whether it is likely to result in an appreciable adverse effect on competition in India. The CCI also has the power to impose conditions on the transaction. Conclusion Mergers and acquisitions in India are governed by a number of laws, including the Companies Act 2013, the Competition Act 2002, the Securities and Exchange Board of India Act 1992, the Securities Contracts (Regulation) Act 1956, and the Foreign Exchange Management Act 1999. The process of an M&A transaction in India typically begins with an agreement between the merging/acquiring entities and requires approval from the shareholders, creditors, the Central Government and the CCI
Sophie Asveld
February 14, 2019
Email is a crucial channel in any marketing mix, and never has this been truer than for today’s entrepreneur. Curious what to say.
Sophie Asveld
February 14, 2019
Email is a crucial channel in any marketing mix, and never has this been truer than for today’s entrepreneur. Curious what to say.