Satwinder Singh Partner, Vaish Associates Advocates ... · Satwinder Singh, Partner, Vaish...

Satwinder SinghPartner, Vaish Associates Advocates

Central Council Member - ICSI

Compromise/ Arrangement/ Amalgamation

Other M&A Related Aspects

AGENDA

ConceptualChanges

Capital Reduction

Further Issue

Capital Restructuring

ProceduralChanges

Contractual Arrangements

Others

Buyback

Redemption of preference

shares

Bonus Issue

Inter-se shareholding

Entrenchment

Forward / Insider Dealing

Legislative Changes

Sale of undertaking

Satwinder Singh, Partner, Vaish Associates AdvocatesCentral Council Member-ICSI

1956 Act

Impact vis-à-vis other legislations

Chapter

Sections

Authority

Section 390-396A

Chapter V

High Court

Rules Company (Court) Rules, 1959

2013 Act

Chapter XV

Section 230-240

NCLT

Draft rules to Chapter XV(yet to be notified)

M&ACompromise/ Arrangement/ Amalgamation

Legislative Changes


TRANSITIONAL PROVISIONS:

Whether, pursuant to enactment of 2013 Act, the provisions of any other legislationswould require amendment to the extent of making reference to relevant 2013 Act,instead of 1956 Act?

Section 8 of the General Clause Act, 1897 provides the following:"8. Construction of references to repealed enactments –

(1) Where this Act, or any (Central Act) or regulation made after the commencement of thisAct, repeals and re enacts, with or without notification, any provision of a former enactment,then references in any other enactment or in any instrument to the provision so repealedshall, unless a different intention appears, be construed as references to the provision so re-enacted. ......”

The intent of section 8(1) of the General Clauses Act, 1897 would be that if there isany reference of a section of the 1956 Act (which has been repealed and re-enacted) in any other enactment (say, Income tax Act, like under section 2(18),2(19AA), 115JB, etc) or in any instrument, unless a different intention appears, beconstrued as references to the provision so re-enacted (i.e. corresponding notifiedsection of the Companies Act, 2013)


Legislative Changes



Legislative Changes

TRANSITIONAL PROVISIONS:

Transfer of matter/pending proceedings to the Tribunal from High Court onsuch date as may be notified by Central Government under Section 434(1)[2nd proviso to Section 465(1)]

Upon transfer of pending proceedings (pending before notified date) to Tribunal,the Tribunal may proceed to deal with such proceedings from the stage beforetheir transfer [Section 434 (1) (d)]

On a notified date (to be notified by Central Government), any appeal preferred to theAAIFR; or any reference made or enquiry pending to or before BIFR; or anyproceeding of whatever nature pending before the AAIFR; or the BIFR under theSICA immediately before the commencement of 2013 Act (“Pending proceedings”)shall stand abated

Fresh reference w.r.t abated Pending proceedings to be made to the Tribunal under the2013 Act within 180 days from the commencement of 2013 Act




AGENDA

ConceptualChanges

Capital Reduction

Further Issue


ProceduralChanges


Others

Buyback


shares

Bonus Issue


Entrenchment


Legislative Changes

Sale of undertaking


Applicant to disclose following in the affidavit to NCLT:

all material facts related to the company;

investigation /proceedings against the company;

reduction of share capital included in the scheme;

details of corporate debt restructuring, if any


Procedural Changes

Application(Section 230)


Disclosure about Corporate Debt Restructuring:

creditor’s responsibility statement

safeguards for protection of other creditors

report by auditor that fund requirement as approved after CDR willconform to liquidity test

statement if company proposes to adopt CDR guidelines by RBI

valuation report of assets by registered valuer


Procedural Changes

Application(Section 230)


Annexure to Notice:

Explanatory statement Valuation report

In case of merger/demerger/slumpsale/reconstruction, additional documents:

Expert report on valuation Supplementary Accounting Statement

Last Accounts –31st March 2013

More than 6 months


Procedural Changes

Contents of Notice

(Section 230/ 232)


Notice of the meeting required to be sent to:

all creditors/ members/ debenture-holders Central Government Income-tax authoritiesRBI SEBIROC Stock Exchanges OL CCI other sectoral regulators/authorities likely to be affected


Procedural Changes

Service of Notice

(Section 230)


In person

Proxy

Postal Ballot

Adoption

Minimum10%Shareholding

Minimum 5%OutstandingDebt

ByRegulatoryAuthorities

Representations

30 Days

Objection

At least 90%of the valueof creditors

Dispensation


Procedural Changes

Service of Notice

(Section 230)


Court Order to be filed within 30 days of receipt of order Scheme to be effective from appointed date and not subsequent date Annual certification to RoC till the scheme is fully implemented


Procedural Changes

NCLT Order(Section 230)

NCLT Order

Dividend in Cash

Option of conversion given

to Preference shareholders

Reduction of Share capital

Buyback of shares

Variation of Rights

Exit Offer

Takeover OfferFees on

Authorized Capital

Dividend in the form of

equity shares

OR




AGENDA

ConceptualChanges

Capital Reduction

Further Issue


ProceduralChanges


Others

Buyback


shares

Bonus Issue


Entrenchment


Legislative Changes

Sale of undertaking


70% Shares

Merger

Consideration in lieu of A’s

holding in B

Treasury Shares issued by A to be held by Trust on A’s behalf


Conceptual Changes

Treasury Shares (Section 232/233)


Transferee Company not to hold Treasury

Shares

Own name Own Behalf

On behalf of any of its Subsidiary

Name of Trust On behalf of

Associate Company

POTENTIAL ISSUE• Whether the bar on issuance of treasury shares will also apply to shares

issued to the trustee in respect of fractional entitlement ?


Conceptual Changes

Treasury Shares (Section 232/233)

Either


Transferor Listed

Transferee Unlisted

Amalgamated Unlisted

Transferee company shall remain unlisted until it becomes a listedcompany

Shareholders opting to exit :

to be paid value of shares

value not to be less than as per SEBI valuation guidelines

Merger of listed company with unlisted company may have majortax implications, in as much as the amalgamated company would betreated as a company in which public is not substantially interested


Conceptual Changes

Merger of listed with unlisted company

(section 232)


Merger / Amalgamation of : Small Companies upto paid capital of Rs. 50 lakh and turnover upto

Rs. 2 crores Holding and WOS such other class as may be prescribed

Notice of the Scheme inviting objections to be sent to: ROC; OL; Persons affected by Scheme

Scheme to be approved by members holding 90% shares / by 90% value ofcreditors

Companies to file statement of solvency

POTENTIAL ISSUE

• Who would be regarded as “persons affected by scheme” ?


Conceptual Changes

Fast Track Mergers

(Section 233)


Foreign Company

Foreign Company

India

Notified Jurisdiction

Indian Company

Indian Company

1956 Act 2013 Act

RBI Approval may not be required

RBI Approval

mer

ger

mer

ger


Conceptual Changes

Cross Border Merger

(Section 234)


Foreign Company

Foreign Company

India

Notified Jurisdiction

Indian Company

Indian Company

1956 Act 2013 Act

RBI Approval

mer

ger

mer

ger


Conceptual Changes

Cross Border Merger

(Section 234)


Education


Conceptual Changes

Mergers of Charitable Companies (Section 8)

Section 8 company to merge with section 8 company only having similarobjects

Overrules Walvis Flour Mills Case wherein trading companies were mergedwith section 25 companies


Majority Protection ?

Minority Protection ?


Conceptual Changes

Minority Protection

(Section 235/ 236)




AGENDA

ConceptualChanges

Capital Reduction

Further Issue


ProceduralChanges


Others

Buyback


shares

Bonus Issue


Entrenchment


Legislative Changes

Sale of undertaking


Further issue of shares can be made to any person, other than existingshareholders, by passing special resolution, if the price is determined byvaluation report of a registered valuer, subject to such conditions as may beprescribed

Erstwhile provision conferring right of pre-emption on the existingshareholders after the expiry of two years from the date of incorporation or afterone year from the date of first allotment, whichever is earlier, has beendispensed with

M&AOther M&A

Related Aspects


Further Issue of Capital

(Section 62)


Approving Authority – Tribunal

Key Conditions:

No arrears in repayment of deposits (or interest payable thereon)

Notice to CG, ROC, SEBI (listed company) and creditors – Representation within 3months, else deemed “no objection”

Accounting treatment to be in conformity with AS and auditors’ certificatecertifying such compliance

Power of Tribunal to dispense with requirement of consent of the creditor in caseof reduction of capital by way of either diminution in any liability in respect of theunpaid share capital or payment to any shareholder of any unpaid share capitalhas been withdrawn

M&AOther M&A

Related Aspects


Capital Reduction

(Section 66)


Cooling period of 1 year applicable even in case of buy back by specialresolution

Route of buy-back from odd lots – withdrawn

Buy-back possible in case of following defaults, provided the defaults havebeen remedied, and 3 yrs have lapsed:

repayment of deposit/interest payable

redemption of preference shares/debentures

payment of dividend

repayment of any term loan or interest

* Section 69 & 70 -Notified

M&AOther M&A

Related Aspects


Buyback(Section 68-70)*


Capital Redemption Reserve A/c

Securities premium A/c

Free Reserves

No issue of bonus shares shall be made by capitalizing reservescreated by revaluation of assets

M&AOther M&A

Related Aspects


Bonus Issue(Section 63)


Issue of redeemable preference shares for a period more than 20 yrs but upto 30years

ONLY for funding of specified infrastructure projects (viz., power generation,trading and distribution of power, transportation, telecommunication services,etc.); and

Subject to annual redemption of minimum 10% of such preference shares, atthe shareholders’ option to whom such preference shares are issued from 21st

year onward or earlier, on proportionate basis.

M&AOther M&A

Related Aspects


Redemption of Preference Shares

(Section 55)


Inability to redeem any preference shares (or payment of dividend on suchshares)

Redemption by further issue of preference shares equal to the amount due onthe preference shares which have not been redeemed (including the dividendthereon) with the approval of: (i) 3/4th (in value) of preference shareholderswhose preference shares are due to be redeemed; and (ii) Tribunal.

Tribunal may order redemption of preference shares of dissenting preferenceshareholders forthwith

Certain class of companies (to be prescribed) and whose financial statementscomply with accounting standards to be prescribed for such class of companiesunder section 133 have been allowed to pay premium on redemption only outof profits of the company as against an option given to other companies to payout of profits or securities premium account

M&AOther M&A

Related Aspects


Redemption of Preference Shares

(Section 55)




AGENDA

ConceptualChanges

Capital Reduction

Further Issue


ProceduralChanges


Others

Buyback


shares

Bonus Issue


Entrenchment


Legislative Changes

Sale of undertaking


M&AOther M&A

Related Aspects

Contractual Arrangement

Sale of Undertaking(Section 180)

* Section 180-Notified

“Undertaking” shall mean an undertaking in which the investment of thecompany exceeds twenty per cent of its net worth as per the audited balancesheet of the preceding financial year or an undertaking which generates twentyper cent of the total income of the company during the previous financial year

The expression “substantially the whole of the undertaking” in any financialyear shall mean twenty per cent or more of the value of the undertaking as perthe audited balance sheet of the preceding financial year


Guidelines to RDs/ROCs for Schemes u/s 391-394


M&AOther M&A

Related Aspects

Guidelines to RDs/ ROCs

Ministry of Corporate Affairs, Government of India (“MCA”) has issuedGeneral Circular No. 53 of 2011, with guidelines for the Regional Directors(“RDs”) and Registrar of Companies (“ROCs”), in the matter of scheme ofarrangement / amalgamation under section 391- 394

In order to streamline the procedure, guidelines along with timelines are issuedfor strict compliance.


M&AOther M&A

Related Aspects

Guidelines to RDs/ ROCs

Timelines prescribed under the guidelines are as under

On receipt of notice from Court, RD should make an entry in register/ electronic form. Incase the petition is filed with ROC & same can be monitored directly from the system.

RD shall send mail to ROC within 3 days.

ROC should furnish his report online to RD within 7 days.

RD should then send a letter to local branch of Law Ministry / Assistant Solicitor Generalrequesting for nomination of an advocate.

RD should send a letter to Company within 5 days to provide material of valuation andChairman’s report and the same should be finalized within a week’s time thereafter.

The finalized affidavit be sent to Standing Counsel for signature and should not take morethan 5 days after which should be filed in Court registry.


M&AOther M&A

Related Aspects

Issues to be examined by

RDs

Whether companies forming part of scheme are sensitive sectors categoriescompanies?

Whether any of the companies are listed on any STX ? If so, NOC from STX issubmitted?

Whether any NRI/foreign interest in the Companies?

Whether the companies or its directors have contravened any provisions of Act?

Whether the companies involved have been inspected u/s 209A?

Whether Valuation report submitted, if so share exchange ratio is as per reportand accounting principles?

Whether transfer of Employees and their interest is protected?

Whether Accounting Treatment clause is as per AS-14 and in tune withprovisions of section 211(3A)/ 211(3C) of the Act?


M&AOther M&A

Related Aspects


RDs

Whether meeting of class of shareholders/creditors is conducted?

Whether details of related party transactions are furnished?

Whether consideration is made in cash other than of shares?

Whether provisions of buy back is attracted?

Whether any reduction of share capital is involved?

Whether authorized share capital of transferee company is sufficient?

Whether any foreign entity is involved and necessary approvals obtained?

Whether compliance of FEMA/RBI Guidelines has been done?

Whether any qualification has been made by Statutory Auditor?

Whether a listed company is merging with an unlisted company?

Whether the promoters holding in listed company is increased?

Whether the companies have come up with the schemes under principle of‘Single Window Clearance’, approval from High Court has been obtained?


M&AOther M&A

Related Aspects


ROCs

Filing Position.

Investor Grievances.

Inspection / Investigation / Technical Scrutiny.

Pending Prosecution.

Furnishes comments on the scheme.


Stamp Duty Issues – M&A Perspective


M&A Stamp Duty Structure

Constitution of India

Power of Union

Government to prescribe rates

Entry 91

bills of exchange, cheque, promissory notes, bills of lading, letters of credit,

Polices of Insurance, Transfer of Shares, Debentures, Proxies and

Receipts

Power of State Government to prescribe rates

Entry 63

Stamp duty in respect of documents other than those specified in the

provisions of List I with regard to rates of stamp duty.

Concurrent list


M&A Stamp DutyIndian Stamp

Act, 1899

The Indian Stamp Act, 1899 is a Central Enactment

The States have the power to either adopt the Indian Stamp Act (withamendments, if any) or enact their own legislations governing the payment ofstamp duty on instruments.

States like Maharashtra, Gujarat, Rajasthan, Madhya Pradesh, Uttar Pradesh,Karnataka and Kerala have enacted their own Stamp legislations

States like Delhi have adopted the central enactment with amendments


M&A Stamp DutyLevying Stamp

Duty & Execution

Stamp Duty is leviable:

On the execution of an instrument (not on transactions)

Only on Instruments mentioned in the Schedules

At the rate prescribed in the Schedule by the particular State Government

Meaning of Execution:

Execution of a document essentially means “signed/ signature”

Document is complete in execution when all persons required to sign thedocument have signed it

Mandatory witness : Section 63(c) of the Indian Succession Act, 1925 -Will; Transfer of Property Act – Gift and Registration of Mortgage Deed


M&A Stamp DutyStamp Duty on

Share Certificates

Three important factors:

Whether Share Certificate is an instrument?Share certificate is an instrument which evidences title of the holder in the share(s)of the company

What is the place of execution of the Share Certificate?place of execution will be the place of the board meeting of the company whereShare Certificates are issued

What will be the rate of stamp duty?as prescribed in the State where the Share Certificates were issued.

Stamping process: To submit following documents with the collector of stamps,Sham Nath Marg 5, New Delhi: Specimen of share certificate Performa for payment of stamp duty MOA & AOA Form 2 & list of allottees & CTC of Board resolution and Form 32

Affix Court fee stamp not less than Rs. 5 on the covering letter and cancel the stamp



Share Certificates

Stamping process:

Deposit Rs. 5 with the authority for submission of above documents. A Challanwill be issued by the authority, submit this Challan with stamping officials andget a file number from them.

Stamping authorities will issue the challan in triplicate and payment order.

Submit the demand draft along with the three challans with SBI Tis Hizari/anyother designated branches.

Bank will acknowledge the challans and give two copies back.

Submit one copy of the acknowledged Challan with the stamping officials.

Authority will verify the Challan and issue the stamp duty paid order within next15 days.

Print the order number on the share certificate to be issued to the allottees.

Print the order number on the share certificate to be issued to the allottees.



Debenture Certificates

Three important factors :

Whether Debenture Certificate is an instrument? The power to levy stamp duty on debentures vested with the Union

Legislature by the virtue of Entry 91 of the Union List. To be chargeable as instrument, the debenture must be a “marketable security”

What is the place of execution of the Debenture Certificate? The place of execution of Debenture Certificates will be the place of issuance of

such certificates.

What will be the rate of Stamp Duty applicable? The applicable rate on issuance of Debenture Certificates will be as

prescribed in the Indian Stamp Act. 0.05%per year of the face value of the debentures, subject to the maximum of

0.25% or rupees twenty five lakhs whichever is lower.


M&A Stamp DutyOrder u/s 391-394 of Co. Act,

1956


Whether an order u/s 391-394 is an instrument?

Observation of Apex Court in Hindustan Lever Vs. State of Maharashtra(2004)1CLJ148(SC):

“amalgamation scheme sanctioned by the Court would be an “instrument” within themeaning Section 2(1) of the Bombay Stamp Act. By the said “instrument” the properties aretransferred from the transferor company to the transferee company, the basis of which is thecompromise or arrangements arrived at between the two companies”.

“Section 394 provides that an application and order of amalgamation under section 394 isbased on compromise or arrangement which has been proposed for the purpose ofamalgamation of two or more companies. The amalgamation scheme, which is an agreementbetween the companies, is presented before the court and the court passes an appropriateorder sanctioning the compromise or arrangement. The foundation or the basis for passing anorder of amalgamation is the agreement between two or more companies. Under the scheme ofamalgamation, the whole or any part of the undertaking, properties or liability of anycompany concerned in the scheme is to be transferred to the other company. “



1956

Whether an order u/s 391-394 is an instrument? Observation of Apex Court inHindustan Lever Vs. State of Maharashtra (2004)1CLJ148(SC):

“The company whose property is transferred would be the transferor-company and the companyto whom property is transferred would be considered as the transferee-company. The scheme ofamalgamation has its genesis in an agreement between the prescribed majority of shareholdersand creditors of the transferor-company with the prescribed majority of shareholders andcreditors of the transferee-company. The intended transfer is a voluntary act of thecontracting parties.”

that the order passed by the court under section 394 of the Companies Act is based upon thecompromise between two or more companies. The function of the court while sanctioning thecompromise or arrangement is limited to oversee that the compromise or arrangement arrived atis lawful and that the affairs of the company were not conducted in a manner prejudicial to theinterest of its members or to public interest that is to say it should not be unfair or contrary topublic policy or unconscionable. Once these things are satisfied the scheme has to be sanctionedas per the compromise arrived at between the parties..” It is an instrument which transfersthe properties and would fall within the definition of section 2(1) of the Bombay StampAct which includes every document by which any right or liability is transferred



1956


What is the place of execution of an order u/s 391-394 ?The place of execution of an order u/s 391-394 is where the particular HighCourt has passed the order.

What will be the rate of Stamp Duty applicable?The applicable rate of such instrument is different in different states. While certainstates like Karnataka and Maharashtra have inserted an order u/s 391-394 withinthe entry for the term “conveyance”, states like Delhi rely on the judgments passedby their respective High Courts which mandates payment of stamp duty on suchorders and classifies them as “conveyance”.

Crux - Hindustan Lever Vs. State of Maharashtra (2004)1CLJ148(SC) : The foundation or the basis for passing an order of amalgamation is the

agreement between two or more companies. The whole or part of the undertaking, properties or liability of the

company is to be transferred to the other company. The intended transfer is a voluntary act of the contracting parties



1956

Descriptionof

Instrument

Proper stamp Duty

(ii) An amount equal to 0.7 percent of the aggregate of the market valueof the shares issued or allotted in exchange an amount equal to 0.7per cent of the aggregate of the market value of the shares issued orallotted in exchange or otherwise and the amount of considerationpaid for such amalgamation, whichever is higher:

Provided further that, in case of reconstruction of demerger the dutychargeable shall not exceed,----

• an amount equal to [5 per cent] of the true market value of theimmovable property located within the State of Maharashtratransferred by the Demerging Company to the Resulting Company;or

• an amount equal to 0.7 per centum of the aggregate of the marketvalue of the shares issued or allotted to the Resulting Company andthe amount of consideration paid for such demerger whichever ishigher.

Bombay Stamp Act,

1958


M&A Stamp DutyConversion of Sole Proprietor

into Partnership

Supreme Court in the case of Commissioner of Income-Tax, West Bengal v.Hind Construction Ltd.

Held that when the assessee made over its machinery to the partnership firm there wasno sale and the assessee did not derive any income.

Supreme Court in the case of Sunil Siddharthabhai Vs. CIT Ahmedabad,Gujarat

Held that when a partner hands over a business asset to the partnership firm as hiscontribution to its capital he cannot be said to have effected a sale


M&A Stamp DutyConversion of Sole Proprietor

into Partnership

No instrument of conveyance is required to be executed on conversion of soleproprietorship into partnership.

However, the stamp duty is payable on the instrument of Partnership as perStamp Act.

Stamp duty on partnership deed varies from State to State.

In terms of clause (c) of Article 47(1) of the Bombay Stamp Act, where theshare contribution is brought in by way of property excluding cash, the dutypayable on the instrument of partnership is as leviable on “conveyance”under clause (a), (b),(c) or (d) as the case may be of Article 25 of the BombayStamp Act on the market value of such property.

Relevant to check the rates of stamp duty on the partnership deed in the Stateswhere the immovable property is located, since many States have a provisionthat even if the instrument is executed outside the State, the said instrumentshall be subject to differential stamp duty when brought in the State.


M&A Stamp DutyConversion of

Partnership into Part IX Co.

Section 575 of the Act provides for an automatic vesting of the property.

There is no transfer and no transferee.

All the property of the firm vests in the company on the date of registration.

No conveyance is necessary when a partnership is converted and registered as acompany.


M&A Stamp DutyLeave and

License

Distinction between lease and licence is very fine and the nomenclature of thedocument does not determine whether the transaction is one of lease or licence.

Test laid down for determining whether a document is a lease or licence is tosee whether sole and exclusive occupation is given to the grantee, so as toamount to transfer of interest in the property.

Section 52 of Indian Easement Act, 1882 (No. V of 1882) is reproduced as under:

Where one person grants to another or to a definite number of other persons, aright to do, or continue to do in or upon the immovable property of the grantor,something which would, in the absence of such right, be unlawful and such rightdoes not amount to an easement or an interest in the property, the right is calleda license”


M&A Stamp DutyLeave and

License

The term Lease has been defined in Section 105 of the Transfer of Property Act,1882. The same has been reproduced hereunder for the sake of easy reference:

“Lease- A lease of immovable property is a transfer of a right to enjoy such property,made for a certain time, express or implied, or in perpetuity, in consideration of aprice paid or promised, or for money, a share of crops, service or any other thing ofvalue, to be rendered periodically or on specified occasions to the transferor by thetransferee, who accepts the transfer on such terms.”

It has been held by the Supreme Court in Associated Hotels of India Ltd. Vs.R.N. Kapoor (AIR 1959 SC 1262) that if a document gives only a right to use theproperty in a particular way or under certain terms while it remains in controland possession of the owner thereof, it will be a licence.

License does not create in favour of the licencee any estate or interest in theproperty.

If there is a transfer of interest in law and exclusive possession is given to thegrantee then it is a lease.


M&A Stamp DutyAgreement to

sell

Agreement to sell per se chargeable to nominal stamp duty

However, if coupled with possession of property, then in major States almost90% of the stamp duty payable as on the conveyance, is payable upfront at thetime of execution of agreement to sell.


M&A Stamp DutyPractical

Issues

stamp duty is different in each of the states of India and there are a few stateswhere even the local lawyers are not well versed with the stamp duty attracted bydifferent documents.

changes to stamp duties may be announced by state governments at the time ofthe state budget or even otherwise.

In the case of many states, the updated stamp acts/schedules may not beavailable.

At times even the state government websites may not reflect the stamp dutyincidence accurately.

Many states provide for levying differential stamp duty should the document firstbe executed in another state with lower stamp duty but brought in to the formerstate. Where there are properties located in different States then there could bedifficulty in computation of Stamp Duty.

Different subject matter in one instrument.

Many instruments executed pursuant to one transaction.


M&A Stamp Duty Conclusion

Stamp duty is a very important factor in structuring transactions, speciallywith many of the states in India imposing high stamp duties on documents toshore up their revenues.

A document inadequately stamped is not admissible as evidence. It is thusvery important that stamp duty implications be examined upfront whilststructuring a transaction rather than just before execution as the latterapproach often leads to delay and many a times may also lead to payment ofexcess stamp duty when it was not required.


New Delhi

1st & 11th Floor, Mohan Dev Building

13 Tolstoy Marg

New Delhi 110001 (India)

Tel: 91 11 49292525

Fax: 91 11 23320484

E-mail: [email protected]

Gurgaon

803, Tower A,

Signature Tower

South City-I, NH-8

Gurgaon-122001

Tel: 91 124 4541000

Fax: 91 124 4541010


Mumbai

106 Penninsula Centre

(Behind Piramal Chambers,

Income tax Office

Dr. S.S. Rao road, Parel

Mumbai-400012

Tel: 91 22 42134101

Fax: 91 22 42134102


Bangalore

305, 3rd Floor, Prestige Meridian-II,

Building No. 30, M.G. Road,

Bengaluru - 560001

Tel: 91 80 40903588/89

Fax: 91 80 40903584


Disclaimer: While every care has been taken to ensure accuracy of this presentation, Vaish Associates shall not assume any liability/ responsibility for any

errors that might creep in. The material herein does not constitute/ substitute professional advice that may be required before acting on any matter.

M&A THANK YOU

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