Merger and Amalgamation: Tax and Corporate Issue

Table of Contents
Declaration;
Acknowledgement;
Certificate;
Table of cases;
Chapter 1:
• Introduction;
Evolution in India;
Need for Taxation;
Principles of business Taxation;
• Research Methodology;
• Classification of Companies Under Income Tax Act, 1961;
Chapter – 2;
• Concept of AMALGAMATION and MERGER Under companies Act, 1956;
a) Difference between 'Reconstruction and Amalgamation;
b) The Essentials Requisites;
Under Income Tax Act,1961;
• Tax implications of Amalgamation;
Allotment of shares by amalgamation company;
. Transfer or sale of shares on allotment of shares;
. Exchange or relinquishment on allotment of shares;
. Extinguishment on allotment of shares;
. Cost of acquisition of capital assets by the amalgamated Co;
. Income in the hand of amalgamated company;
Treatment of legal expenses;
Proceedings in respect of income tax assessment;
• Carry forward and setoff of accumulated loss and unabsorbed depreciation allowance;
Objective of section 72A (before amendment);
No Carry forward of depreciation losses on Succession;
• Guidelines/ conditions under section 72A;
Financial Viability;
Public interest;
Other conditions;
Prior and post approval;
• Effects of Amalgamation on various Tax benefits;
. Tax holiday Benefit;
Amortization of Preliminary Expenses;
Other Benefits under 'Income Tax Act, 1961;
a) Tax concessions to amalgamating Co.;
b) Concessions under section 47 (vii);
c) Tax concessions to amalgamated Co,;
• Restriction on using acquired business losses;
Change of control;
Reasonable expectation of profit;
Same or similar business;
The General Anti-Avoidance Rule (GAAR);
• Control and controlling interest in case of Amalgamation;
• Tax factors in the acquisition of closely controlled corporations;
Chapter -3;
Amalgamation and Merger under Companies Act, 1956;
Current legal & Regulatory, Framework relating to M&A;
a) FEMA, 1999;
b) The Takeover Regulations and the Listing Agreement;
c) The Industries (Development and Regulation) Act, 1951;
d) The Sick Industrial Companies (Special Provisions) Act 2003;
e) The Depositories Act 1996;
• When court can refuse Amalgamation- 'Public Interest';
Sections 173 and 393 of the companies Act.;
Chapter – 4;
• Cross boarder tax issues;
Cross border tax issues in US;
Cross border tax issues in Europe;
a) EU Parent Subsidiary Directive;
.b) EU Merger Directive;
c) Dual Head Structures;
Cross border tax issues in India;
Case Study;
Chapter – 5;
• Conclusion;
• Bibliography.