TABLE OF CONTENTS CHAPTER 1 – INTRODUCTION; • Need for Amalgamation / Merger; • Economics of Amalgamations / Mergers; • Need for Taxation of Amalgamation / Merger; • Research Methodology; • Definitions and meaning; • Categories of Mergers; CHAPTER 2 - AMALGAMATION UNDER THE COMPANIES ACT, 1956; • Scheme of sections 390 to 396 of the Companies Act; o Class of Creditors / Members; o Single window clearance; • Role of Courts in the Scheme of Mergers / Amalgamations; o Jurisdiction of Court; o Valuation of Shares; o Transfer of Workers; • Procedure adopted by courts in a scheme of Amalgamation / Merger; CHAPTER 3 - AMALGAMATION UNDER THE INCOME TAX ACT, 1961; Amalgamation under section 2(1B) of the Income Tax Act; • Tax Aspects of Amalgamation / Merger; • Capital Gains on Amalgamation; ~ Transfer of shares by Amalgamating company; o Relinquishment of the asset; Extinguishment of rights; o Cost of acquisition of capital assets by the amalgamated company; • Capital Gains in the hands of Amalgamated Company; • Treatment of unabsorbed Depreciation and set off and carry forward of loss; o Whether loss includes depreciation; • Amortisation of preliminary expenses; • Amalgamation - Tax Benefits; o Unabsorbed Depreciation and past losses of Amalgamating company; o Investment and Development Allowance under section 32A and section 33A(5) of the Income Tax Act; o Benefits under section 80HH, 80HHA or 80J of the Income Tax Act; o Additional Income Tax under section 104 of the Income Tax Act; o Expenditure on Scientific Research; o Expenditure on acquisition of patent rights or copyrights; o Expenditure on Know-how; o Treatment of bad debts; CHAPTER 4 - STAMP DUTY ON AMALGAMATION; • Constitutional background regarding levy of Stamp Duty; • Relevant Provisions of Indian Stamp Act; o Transfer of assets and liabilities; o Whether such a transfer is sale? o Meaning of 'Conveyance'; o 'Conveyance' covers amalgamation or merger; o Stamp Duty on Amalgamation / Merger; CHAPTER 5 - CROSS BORDER MERGERS; • Indian Legal and Regulatory Considerations; ~ Overseas direct investment; • Direct Investment in a Joint Venture/Wholly Owned Subsidiary; o General conditions to be fulfilled for making an investment; o Sources of investment; • Investment in a foreign company by ADR/GDR share swap; o Issue of shares to the employees of the foreign company; • Indian corporate and securities law issues; o Special resolution under Section 81(l A} of the Companies Act; o SEBI (Disclosure and Investor Protection) Guidelines, 2000; o Approval of the shareholders under Section 372-A of the Companies Act; o Compliance with the provisions of the SEBI Takeover Code; • Acquiring A Company In The U.S. - Corporate, Securities And Anti-Trust Law Issues; o Restrictions on Foreign Ownership of U.S. Corporations; • Relevant statutes; ~ The Securities Act and the Exchange Act; o Shareholder disclosure requirements; o Minority Squeeze-out; o 'Going-private' transactions; o Exemptions; o Antitrust Issues; o Additional considerations; • Tax Issues In Cross Border Amalgamations I Mergers ~ Indian tax issues; o Exemption from capital gains tax to a foreign amalgamating company; for transfer of capital asset, being shares in an Indian company: Section 47(via}; o Capital gains tax liability on the shareholders of the amalgamating company: Section 47(vii}; o - Availability of carry forward and set off of losses by certain companies Section 79; ~ Cross-border tax issues in the US; o Structuring the transaction; o Tax-free Reorganizations and Spin-offs; o Tax-free Reorganizations in cross border situation; CHAPTER 6 - CONCLUSION