Corporate Restructuring

Corporate Restructuring, Webinars, Transactions

Merger and Amalgamation under Companies Act, 2013

Objectives & Agenda :
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.

Corporate Restructuring, Webinars, Transactions

Public Issue of Debentures

Objectives & Agenda :
Fund raising efforts of enterprises are supported both by equity and debt market. Issuance of debentures is considered as an additional avenue by corporate to meet the funding requirements. Public issue of debentures are debt instruments issued by companies to public as a means of raising funds by borrowing money from public. In this webinar, we shall understand the aspects of public issue of debentures, types of debentures, statutory provisions under Companies Act, 2013, compliance aspects and judicial precedents.

Corporate Restructuring, Webinars, Transactions

Cross Border Mergers

Objectives & Agenda :
Cross-border mergers and acquisitions have rapidly increased reshaping the industrial structure at the international level. A cross-border merger means any merger, amalgamation or arrangement between an Indian company and a Foreign Company in accordance with the Companies Act, 2013. The Webinar will cover the provisions in the Companies Act, 2013, FEMA Regulations and Income-tax implications relevant to Cross Border Mergers. Additionally we will also look relevant statistics.

Articles, Corporate Restructuring, Transactions

Special provisions relating to Conversion of an Indian Branch of a Foreign Bank into Subsidiary

Chapter XII-BB – Sec 115JG
1) Conversion of an Indian branch of foreign company into subsidiary Indian company
– Where a foreign company is engaged in the business of banking in India through its branch situate in India and
– such branch is converted into a subsidiary company thereof, being an Indian company in accordance with the scheme framed by the Reserve Bank of India, then,
– notwithstanding anything contained in the Act and subject to the conditions as may be notified by the Central Government in this behalf,—
(i) the capital gains arising from such conversion shall not be chargeable to tax
(ii) the provisions of this Act relating to treatment of unabsorbed depreciation, set off or carry forward and set off of losses, tax credit in respect of tax paid on deemed income relating to certain companies and the computation of income in the case of the foreign company and Indian subsidiary company shall apply with such exceptions, modifications and adaptations as may be specified in that notification.
2) Withdrawal of benefits:
In case of failure to comply with any of the conditions specified in the scheme or in the notification issued u/ss (1), all the provisions of this Act shall apply to the foreign company and the said Indian subsidiary company without any benefit, exemption or relief u/ss (1)

3) Rectification:
Where, in a previous year, any benefit, exemption or relief has been claimed and granted to the foreign company or the Indian subsidiary in accordance with the provisions of ss(1) and, subsequently, there is failure to comply with any of the conditions specified in the notification then:
– such benefit, exemption or relief shall be deemed to have been wrongly allowed
– the Assessing Officer may, re-compute the total income of the assessee for the said previous year and make the necessary amendment as if the exceptions, modifications and adaptations referred to in ss(1) did not apply; and
– the provisions of Sec 154 shall, so far as may be, apply thereto and the period of four years specified in Sec 154(7) shall be from the end of the previous year in which the failure to comply with the condition referred to in ss (1) takes place

4) Every notification issued under this section shall be laid before each House of Parliament.


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