What Is Amalgamation, Absorption and Reconstruction Of Companies? : Ilupeju Ayokunnumi

Amalgamation is one of Mergers and Acquisitions’ tools that can assist businesses evading competition and including to market products. It is for the mutual benefit of the acquirer and the acquired company. This is an appropriate method of corporate restructuring to cause better change and make the business environment competitive. For example, the transferee company may have a specialized use for an asset that other potential buyers do not have.

• When two or more businesses merge, their business operations expand.
• However, such amounts are recorded after making certain adjustments so as to bring uniformity in the accounting policies after amalgamation.
• Conglomerate Mergers When two or more unrelated industries/ companies merge with each other, it is termed as Conglomerate Mergers.

Therefore, the accounting treatment for the amalgamations in the nature of merger should confirm that the resulting figures of assets, liabilities, capital and reserves represent the total of relevant figures of the amalgamating companies. The effects of amalgamation / demerger apply from the appointed date as mentioned in the scheme approved by NCLT . With effect from such date, all assets, liabilities, profits, etc. of the predecessor company vest into successor company. As a result of which, the successor company is liable to pay taxes on income earned by predecessor on or after the appointed date. Finance Act, 2022 has introduced new provisions to enable the successor company to file modifies return, in prescribed manner, within 6 months from the end of the month in which NCLT order is issued. Unlike in the case of merger, in a demerger, the demerged entity may not cease to exist.

The Act allows deduction of certain preliminary expenses incurred by an Indian company over a period of five years. The term ‘merger’ according to Oxford Advanced Learner’s Dictionary, means the act of joining two or more organisations into one. Black’s Law Dictionary defines ‘merger’ as the act or an instance of combining or uniting. The basic purpose is to reorganize the financial structure of the company.

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NHPC had acquired Jalpower Corporation Ltd and its 120 MW Rangit Stage-IV hydro power project in March 2021 through insolvency proceedings. A scheme of amalgamation is prepared and submitted for approval to the respective High Court. Your account will automatically be charged on a monthly basis until you cancel. There is no limit on the number of subscriptions ordered under this offer.

Where more than one company is involved in a scheme, such application may, at the discretion of such companies, be filed as a joint-application. Thank you very much for all your help in setting up my new company and clearing up all outstanding business in my sole trader accounts. For the first time in years I have peace of mind regards my business accounts.

The amalgamated company purchases the cash resources of the other company, increasing the amalgamated company’s cash resources. In general, the business operations of a merged company grow faster than those of individual companies. Expansion is possible when a merged company can deal with competition more effectively. Amalgamation is an agreement between two or more companies to combine their business operations by forming a new company with a separate legal existence. Amalgamation is the process by which two or more businesses combine to form a larger one. Companies in the banking industry frequently merge rather than acquire.

3) Book value can be altered at the time of recording assets and liabilities in the transferee company to confirm the same accounting policies as followed by the transferee company. Generally, memorandum of association of both the companies should be examined to check about the availability of companies power to amalgamate clause. Then, stock exchanges of both merging and merged company should be informed about the merger proposal. The term public interest was defined by the court as the greatest interest of the public and at large when compared with individual or private group of individuals. It was further held by the court, that an amalgamation will be considered in the interest of public if it shows a positive impact over the community in terms of employment, production and consumption of goods and services. On the other, if any amalgamation between companies leads to the obstruction of promotion and growth of the communities, then such amalgamations are not considered in the interest of public.

Disadvantages of amalgamation

The process of amalgamation helps to increase the cash resources, eliminate competition and save companies on taxes. But it can also have a negative effect where if too much competition is cut out, it can lead to a monopoly and the workforce might get scaled down which will increase the debt load of the new entity/organisation. The Act specifically exempts from capital gains transfer of capital assets owned by the demerged company to the resulting company, pursuant to a scheme of demerger, provided the resulting company is an Indian company. For a demerger to be tax neutral, demerged undertaking should be transferred on a going concern basis. In other words, business should be continued at the time of demerger to the resulting company.

The two types of amalgamation prevalent in Indiaare Amalgamation in the nature of Merger and Amalgamation in the nature of purchase. Cash Mergers When the shareholders are offered cash in place of the shares of the newly formed company, it is known as Cash Mergers. The terms of the amalgamation are finalized by the boards of directors of the merging companies. An amalgamation is, in fact, a subset of a larger group of “business combinations.” There are three main types of business combinations, which are discussed in greater detail below. When discussing mergers, acquisitions, and amalgamations, it is critical to understand the subtle differences.

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And in Acquisition, the larger companies acquire small to medium-size firms or companies. In India, the different types of mergers are Horizontal, Vertical, Co-centric, Conglomerate, Forward, Reverse and Cash Merger. A minimum of three companies are needed, as when two companies amalgamate with each other they form a new company.

• Agreed value means the amount at which the transfer or company has agreed to sell and the transferee company has agreed to take over a particular asset or liability.
• The controversy as to whether “Goodwill” of a business is an “intangible asset” eligible for depreciation was settled by the Hon’ble Supreme Court (‘SC’) in the case of Smifs Securities Ltd.
• A company’s risk can be reduced by diversifying its activities into two or more industries.
• Company Law in India is undergoing a complete change but the provisions relating to mergers covered under theCompanies Act, 2013 are yet to be notified.
• Therefore, the purchase price of the net payment method is the total amount of stocks, debentures, and cash owed for the transferor firm’s shares and claims of preference shareholders.

The shareholders of the Transferor Company who get ready to become equity shareholders of the Transferee Company receive consideration. Such a consideration is given wholly in the form of equity shares in the Transferee Company. All the assets and liabilities of the Transferor Company or companies before amalgamation should become the assets and liabilities ofthe transferee company.

The court held that the merger would not provide any compensation to the debtors and shareholders of FTIL, and further held that there was complete non- application of mind by the authority that was assessing compensation to the interests of the creditors and shareholders. Section 237 of the Companies Act provides the Central Government power to provide for amalgamation of companies in the interest of public. It is through this provision, that the Central Government has power to order for a forced amalgamation of two or more companies if it is satisfied that such amalgamation is essential for the interest of public. Every member of the amalgamating company must be given equal, or near to equal, interest and rights in the amalgamated company as he/she originally held in the amalgamating company. In case any of such condition is not complied by the amalgamated company, the member can claim compensation from the amalgamated company.

Several subsequent judicial precedents which have relied upon the aforesaid SC decision and granted the benefit of depreciation on goodwill to the taxpayer. The cost of the original shares held by the shareholders in the demerged company shall be deemed to be reduced by the cost of the shares assigned to the shares of the resulting company . When consideration is given in the form of shares to some shareholders and cash is paid to the balance shareholders, benefit of exemption is available only to those shareholders who have received consideration in the form of shares of the transferee company. The Act also provides that overseas mergers satisfying the aforementioned conditions should not attract any tax implications under Section 56 for the transferee foreign company.

Companies Act, 2013 that has replaced the erstwhile Companies Act, 1956. Tech Mahindra finally acquired & absorbed Satyam Mahindra in 2013 and now set its sights on becoming $5 billion company by 2015. I have a request to made to you that will you please provide the details structure of Merger of Wholly owned Subsidiary company with Holding company under NCLT Route. It must be ensure that the companies under amalgamation should have the power in the object clause of their Memorandum of Association to undergo amalgamation though the absence may not be an impediment, but this will make matters smooth. It must ensure that the companies under amalgamation should have the power in the object clause of their Memorandum of Association to undergo amalgamation though the absence may not be an impediment, but this will make matters smooth.

In a few businesses, it bodes well to have a merger to keep away from duplication. For instance, two transport organizations might be contending over a similar extent of streets. Buyers could profit by a solitary firm with bringing down expenses. Maintaining a strategic distance from duplication would have ecological advantages and help diminish clog. Otherwise than as a result of the acquisition of the property of one company by another company pursuant to the purchase of such property by the other company or as a result of the distribution of such property to the other company after the winding up of the first-mentioned company. Equity shareholders do not have to be shareholders of the transferee company.

This offer cannot be combined with any other QuickBooks Online promotion or offers. Consequently, it is considered relevant to amortize goodwill over a period not exceeding five years till the time reasons for amortizing goodwill for a longer period can be substantiated. Owing to the nature of goodwill, it is difficult to determine the useful life of goodwill with reasonable certainty. Furthermore, when the identity of such Statutory Reserves is no longer required to be preserved, both the reserves as well as Amalgamation Adjustment Account are reversed. Balance sheet, such an account appears as part of Miscellaneous Expenditure or other similar category. It must be noted this exception of the Statutory Reserves is made in only those amalgamations where the requisites of the specific statute for recording such statutory reserves in the books of the Transferee Company are met.

Amalgamation –means an amalgamation pursuantto the provisions ofthe Companies Act 1956 or any otherstatute whichmay be applicable to companies. To address this, amendmentshave been brought in vide Finance Act, 2022, that theassessment, reassessment or other proceedings made or initiated against the predecessorduring the ‘pendency’ ofsuccession would be deemed to be made or initiated against the successor. ‘Pendency’ means the period between the date of filing of application with prescribed authority and receipt of such order by the specified tax authorities. Judicial precedents in the context of amalgamation have held that amalgamation constitutes succession, since post amalgamation, the amalgamating company ceases to exist.

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. Generally, the memorandum of association of both the companies should be examined to check the availability of companies’ power to amalgamate clause. Then, the stock exchange of both the merging and merged companies should be informed about the merger proposal . The draft merger proposal to be approved by the Board of Directors.

For contentions and made by the government, the court held that these contentions were not mentioned in the draft amalgamation order and the only intention of the amalgamation of the company was to clear the dues of NSEL, thereby reviving the exchange commodities of NSEL. The company shall make an application to the tribunal, which is the National Company Law Tribunal (“NCLT”) of the relevant jurisdiction under Form-1. NCLT-6, a copy of scheme of amalgamation, Fees prescribed in the Schedule of Fees and the companies shall disclose to NCLT the basis on which each class of creditor or member is identified for the approval of scheme. It should be noted that, it is upon the concerned companies’ discretion if they want to make a joint application. By this mode of amalgamation, one company is acquired by the acquiring company. The shareholders, holding shares in the Target Company do not continue to have proportionate share in the equity of combined company or business.

Amalgamation usually takes place between companies who are in the same line of business or the ones that share some similarities in their operations. Such companies often decide to go through the process of amalgamation and combine to form a totally new identity in order to diversify their activities and expand their reach in the market. The new entity formed after the amalgamation takes place is obviously larger than the involved companies because it is a combination of them with all their assets, resources as well as liabilities. As discussed above, the weaker company is absorbed into the stronger one; this is what helps to create a solid foundation and strong base for the new entity.

As can be seen from the above definitions, the what do you mean by amalgamations ‘merger’ and ‘amalgamation’ are quite synonymous and can be interchangeably used. Section 6 of the Act states that no person or enterprise shall enter into a combination which causes or likely to cause an appreciable adverse effect on competition within relevant market in India and such combination shall be void. Section 35DDA of the Act states that in case of amalgamation of Indian company, deduction shall be allowed to the extent of unexpired period in the same manner as would have been allowable to the amalgamating company. 3) The amalgamating company should be engaged in the business, in which the accumulated loss occurred or depreciation remains unabsorbed for 3 years or more.

Accordingly, a plausible interpretation is that in absence of a specific amendment in these sections, tax holiday under these sections would continue to be available to the transferee company after a merger or demerger. The issue is however not free from doubt, and it is important to review its judicial developments while evaluating the matter. Basis the above Circular, a plausible view that has emerged is that tax holiday benefit under Section 80-IA would not be available to the transferee company on amalgamation or demerger. External reconstruction refers to forming of a new company to take over the assets and liabilities of old company. Transactions relating to merger and amalgamation are carried out majorly in light of provisions of companies Act, Income Tax Act, Accounting Standard, FEMA, SEBI, Stamp duty.

Chambers observed that ‘succession’ involves a change in ownership wherein the transferor goes out and the transferee comes in, such that there is takeover of the whole of the business enabling the transferee to run the business in anunhampered manner. Furthermore, in absence of any specific restriction (like section 115BAA, 115BAB etc.) for disallowing depreciation pertaining to goodwill from the quantum of unabsorbed depreciation, the amount of unabsorbed depreciation need not be disturbed and should be allowed to be set-off in full. Amendment in definition of Written Down Value (‘WDV’) – Section 43 of the Act has been amended so as to reduce the actual cost of goodwill falling within the block from the opening WDV. The demerger is in accordance with the conditions, if any, notified under Section 72A of the Act by the Central Government in this behalf. The above must be achieved by virtue of the merger and not by way of purchase of properties by one company by another or by way of distribution of properties pursuant to the winding up of a company concerned.

A resulting entity may be a new or existing entity as a result of the process. Amalgamation is a type of consolidation process that occurs as a result of a merger. The merged company may benefit financially in the form of a tax break, increased creditworthiness, or a lower rate of borrowing.

The term “Amalgamation” denotes the combination of two or more companies to form a new company. Every company under the scheme of amalgamation has to file a statement with the Registrar of Companies . Such a statement must declare that all the guidelines and directions passed by the NCLT has been complied with, and the same should be duly certified by a practising CA, CS or CMA. Nowadays, the deals of Merger and Amalgamation in India are increasing rapidly due to continuous change of dynamics, increased competition, technology adaption, business expansion and globalization. Therefore, every company opts for the process of merger to reap the benefits of associating with a large company. Both are the processes of combining two or more companies into a new entity or an existing entity absorbing the target entity.