Comprehensive Guide to Mergers & Acquisitions: Methods, Tax Implications & Regulatory Framework

Mergers & Acquisitions (M&A) are powerful tools for strategic growth, but the process is layered with tax, legal, and compliance intricacies. From choosing the right acquisition method to navigating NCLT approvals, businesses must be well-versed in every step. This guide breaks down M&A structures, tax impacts, and regulatory requirements, making it a must-read for CXOs and corporate strategists.

Overview of Acquisition Methods

Choosing the right route for mergers & acquisitions can make or break the deal’s strategic value. From share purchases to court-approved mergers, each method comes with its own tax consequences and regulatory hurdles.

Here’s a quick snapshot of the four key acquisition methods to help decision-makers evaluate the most suitable path forward.

In the dynamic world of corporate restructuring, selecting the right method of acquisition is critical.

Each structure, whether through shares, slump sale, or statutory merger,comes with distinct implications on tax, compliance, and integration. Understanding these nuances helps in optimizing financial outcomes while ensuring regulatory alignment.

Now, let’s understand how, among all available options, court-approved mergers under the NCLT framework stand out as the most robust and tax-efficient route for corporate consolidation.

Why the NCLT-Approved Merger Is Most Tax-Efficient?

In the below section, let’s understand the advantages of NCLT-Approved Mergers and the explanations thereof:

Important conditions to keep in mind for amalgamation to be tax-exempt:

• The amalgamated company must be an Indian company.
• All assets and liabilities of the amalgamating company should transfer to the amalgamated company.
• Shareholders holding at least 3/4th in value in the amalgamating company must become shareholders of the amalgamated company.
• Business should be continued for a minimum period (for 72A benefits).
• Approval of National Company Law Tribunal (NCLT) is mandatory.
• Filing of revised PAN/TAN, ROC forms (INC-28), and ITR showing merger impact.

Step-by-Step Amalgamation Process (Under Companies Act, 2013)

Executing a merger requires procedural rigour under Sections 230 to 232 of the Companies Act, 2013. Below is a step-by-step guide:

1. Board Resolutions & Scheme Preparation

• Drafting of the scheme
• Obtain a valuation report from a registered valuer or Category I Merchant Banker
• Board approvals for the draft scheme and NCLT filing
• Prepare a report on the effect of the scheme on stakeholders

1. NCLT Application (First Motion)

• Application under Sec. 230 to convene members/creditors meetings
• Attach scheme, audited FS, pending legal proceedings, creditors list, valuation report

1. Notices to Regulators (Sec. 230(5))

• Serve notices to RD, ROC, OL, IT Dept, shareholders, creditors, and debenture holders using Form CAA-2

1. Shareholders’ and Creditors’ Meetings

• Hold meetings as per NCLT directions and obtain requisite majority approval

1. Petition for Confirmation (Second Motion)

• File a petition in Form CAA-5 seeking final sanction from NCLT

1. NCLT Sanction & Order

• Receive the NCLT order approving the scheme

1. Post-Sanction Filing and Effectiveness

• File NCLT order with ROC (INC-28), issue shares (PAS-3), amend AOA/MOA, and file Form CAA-8

Income Tax and GST Compliance Post-Amalgamation

A merger’s effectiveness hinges not only on legal approvals but also on managing tax and regulatory compliance efficiently:

1. Income Tax Act Compliance

• File final ITR for amalgamating company till date of dissolution; acquirer to file consolidated return thereafter.
• Surrender/amend PAN and TAN of the dissolved entity post-TDS and filing compliance.
• Evaluate TDS on any payouts to shareholders for fractional shares or the cash component.
• Compliance under Section 170 for the succession of tax liabilities by an amalgamated company.
• Accounting treatment must align with Ind-AS/IGAAP as applicable, with deferred tax impact assessed appropriately.

1. GST and Indirect Tax Compliance

• No GST on going concern transfer per CBIC circular.
• Transfer ITC via GST ITC-02 to the amalgamated company.
• Cancel the GSTIN of the amalgamating entity post-merger.
• Ensure vendor agreements and input credits are migrated and reconciled.

Indicative Merger Timelines

While court-approved mergers offer maximum tax and legal efficiency, they also demand meticulous planning and patience. From initial approvals to final integration, the NCLT route follows a defined timeline spread across several regulatory and procedural checkpoints.

Here’s a stage-wise breakdown to help you navigate the journey.