Bharat Guide to Mergers, Amalgamations & Takeovers By D.K. Jain CS Abha Jaiswal 2nd Edition June 2026

Guide to Mergers Amalgamations & Takeovers D.K. Jain 2nd Edition June 2026

Guide to Mergers Amalgamations & Takeovers D.K. Jain 2nd Edition June 2026

Description

This book on Mergers, Amalgamations & Takeovers, now in its 2nd Edition, based on the Companies Act, 2013, has also considered the various judgments pronounced by the various High Courts and Supreme Court under the erstwhile Companies Act, 1956 and rules made thereunder. It stands as a testament to the author’s commitment in keeping pace with legal developments. Dr. Jain meticulously brings to this work over three decades of exhaustive hands-on experience in Company Law practice, an attribute which clearly distinguishes this book from others. His long association with the subject, particularly in the specialised areas of mergers, amalgamations, and corporate restructuring, makes this book an invaluable tool in the hands of the professionals. This book has been prepared based on the provisions of the Companies Act, 2013 with the relevant rules under the Act as well as the applicable provisions of the SEBI Regulations, Competition Commission and Reserve Bank of India. A key feature of the current law includes the Tribunal’s powers to sanction mergers, demergers and other schemes of restructuring across India.

This 2nd edition stands out for being the most up-to-date and comprehensive resource on the subject, covering key judgments from the Hon’ble Supreme Court, various High Courts, NCLT and Appellate Tribunal. It includes recent judicial decisions, regulatory frameworks, practices, and procedures involved in mergers, amalgamations, and demergers. The book integrates both theoretical and practical discussions with detailed procedural aspects and judicial pronouncements, making it highly relevant for real-world corporate restructuring. Every effort has been made to include the latest developments up to the publication date, including the proposed amendments in the Companies Act, 2013 through the Corporate Laws (Amendment) Bill, 2026 ensuring that this edition provides valuable insights to corporates, professionals, and authorities.

Content-

Chapter 1 – Compromises, Arrangements and Amalgamations

Chapter 2 – Compromise or Arrangements –

Chapter 3 – Enforcement of Compromise or Arrangement –

Chapter 4 – Merger and Amalgamation –

Chapter 5 – Merger or Amalgamation of Certain Companies by the Central Government under Fast Track Route –

Chapter 6 – Merger or Amalgamation with Foreign Company

Chapter 7 – Acquisition of Shares of Dissenting Shareholders

Chapter 8 – Purchase of Shares from Minority Shareholders –

Chapter 9 – Amalgamation in Public Interest –

Chapter 10 – Scheme Relating to Transfer of Shares –

Chapter 11 – Preservation of Books & Papers –

Chapter 12 – Offences Committed Prior to Merger –

Chapter 13 – GST Implications of Mergers, Amalgamations and Takeovers –

Appendix 1 – Verification of Status of the Transferor and

Transferee Companies before Proceeding Ahead for Scheme of Arrangement/Merger and Amalgamation –

Appendix 2(1) – Tentative Timeline for Various Activities for

Approval of Scheme of Arrangement/Merger for Seeking Approval of NCLT u/s 230-232 of the Companies Act, 2013 –

Appendix 2(2) – Tentative Timeline for Various Activities for Approval Scheme of Arrangement/Merger for Seeking Approval of the Central Government (Regional Director) u/s 233 of the Companies Act, 2013 –

Appendix 2(3) – Common Check List for Attachment of Documents alongwith the Scheme for First Stage Application to NCLT u/s 230-232 –

Appendix 2(4) – Cross Verification of the Documents/Application and Scheme –

Appendix 2(5) – Requirement for Filing of Forms to the RoC –

Appendix 2(6) – Requirement for Filing of Documents with the NCLT –

Appendix 3 – Specimen Resolutions under sections 230-232 of the Companies Act, 2013 –

Appendix 4 – Specimen Consents –

Appendix 5 – Specimen of the Auditors Certificate for the Scheme of Arrangement/Merger and Amalgamation

Appendix 6 – Specimen Notices to be published under sections 230-232 of Companies Act, 2013 –

Appendix 7 – Specimen Notices to ROC, etc. and specimen of additional information that may be called for –

Appendix 8 – Specimen Affidavits under sections 230-232 of the Companies Act, 2013 –

Appendix 9 – Specimen Schemes on Merger/Demerger/ Amalgamation/Hive-off –

Appendix 10 – Specimen Applications under sections 230-232 of Companies Act, 2013

Appendix 11 – Specimen of Petition for seeking approval for Scheme of Arrangement for Demerger before the Hon’ble Tribunal –

Appendix 12 – Meeting of the Creditors –

Appendix 13 – Other Specimens –

Appendix 14 – Specimen Agreements, Resolutions and Public Announcement –

Appendix 15 – Due Diligence of Mergers and Amalgamation –

Appendix 16 – Activity Schedule for a Merger/Amalgamation –

Appendix 17 – Statutory provisions under Companies Act alongwith relevant Circulars and Notifications –

Appendix 18 – Relevant National Company Law Tribunal Rules –

Appendix 19 – Reserve Bank of India Regulations — FEMA (Cross Border Merger) Regulations, 2018 –

Appendix 20 – Provisions related to the Amalgamation, merger and demerger under the Income Tax Act, 2025

Appendix 21 – Accounting Standard (AS) 14 –

Appendix 22 – Merger and Acquisitions under the Competition Act, 2002 –

Appendix 23 – SEBI Regulations, Stock Exchange Circulars and Guidelines –

Appendix 24 Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

About the Author –

CS (Dr.) D.K. JAIN, M.Com, FCS, Chartered Secretary (UK), IP, RV (SFA), Social Auditor, DARB (ICSI), Ph.D. is a highly experienced Practicing Company Secretary specialising in corporate law, insolvency, and bankruptcy matters. With over 41 years of hands-on experience in corporate law, he has been actively practicing as a Company Secretary for more than three decades. He has expertise in corporate restructuring, including mergers and amalgamations, demergers, LLP matters, SEBI regulations, and compliance with listing regulations, as well as representing clients before the National Company Law Tribunal (NCLT).

CS Abha Jaiswal is an accomplished professional with over 21 years of experience in corporate law, compliance, legal matters, litigation, and related fields. She holds a Masters in Commerce and a Bachelors in Law highlighting her strong academic foundation in both law and commerce. As a Fellow Member of the Institute of Company Secretaries of India (ICSI) and a Chartered Secretary from the Chartered Governance Institute, UK & Ireland (formerly known as the Institute of Chartered Secretaries & Administrators, UK), she is recognised as an expert in corporate governance, legal frameworks, and compliance. She currently serves as a General Counsel and Company Secretary in a corporate in-house role, where she manages corporate legal affairs, ensures compliance with regulatory requirements, and oversees litigation and corporate governance matters.