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Mergers & Acquisitions Mergers & Acquisitions 429 Mergers & Acquisitions under the Companies Act, 2013: A Critical Analysis On 7th December 2016 the Ministry of Corporate Affairs notified 90 sections of the Companies Act, 2013 and these were made effective from 15th December, 2016. These sections also include provisions on Compromises, Arrangements and Amalgamations provided under Chapter XV (Sections 230- 240)’. In this article, the author attempts to analyse the impact of those provisions of the Companies Act, 2013 that relate to mergers and acquisitions. In doing so, firstly an analysis has been made on the concepts that have been modified under the new Act and then, a comparison has been made with similar provisions under the old Act, and secondly, certain new concepts relating to mergers and acquisitions have been analysed that were introduced under the new Act. Read on… Background Introduction of Companies Act, 2013 was a landmark event in the history of corporate laws of India. Companies Act, 2013 as introduced, contained 29 chapters, 479 clauses and 7 schedules. Since then, the Ministry of Corporate Affairs has made a phased transition from the Companies Act, Diksha Jain 1956 to the new Act. On 7th December 2016, the (The author is a practising advocate at the High Ministry of Corporate Affairs notified 90 Sections Court of Rajasthan in Jodhpur. She may be reached at [email protected]) of the Companies Act, 2013, which were made effective from 15th December 2016. These Sections www.icai.org THE CHARTERED ACCOUNTANT SEPTEMBER 2018 77 430 Mergers & Acquisitions also include the provisions on Compromises, the first precedent where the Gujarat High Court Arrangements and Amalgamations provided under laid down certain parameters to be satisfied before the Chapter XV (Sections 230- 240)’. Further, an arrangement could be termed as a Reverse Companies (Compromises, Arrangements and Merger: Amalgamations) Rules, 2016 were also notified, th 1) If the value of the assets of the healthy company which got effective from 15 December 2016. Also, exceeds the value of the loss making or less Section 434(1)(c) was also notified, which provides profit-making company. for the transfer of proceedings under the 1956 2) If the net profits (after deducting all charges Act, pending before any District or High Court to except taxation and excluding extraordinary the relevant bench of the National Company Law items) attributable to the assets of healthy Tribunal. company exceed those of loss making or less Companies Act, 2013 defines ‘merger’ as a profit making company. combination of two or more entities into one; the 3) If the aggregate value of the consideration being desired effect being not just the accumulation of issued by loss making or less profit making assets and liabilities of the distinct entities, but company exceeds the value of the net assets of organization of such entity into one business. healthy company. Let us analyse the impact of new provisions of the 4) If the equity capital to be issued by loss making Companies Act, 2013 relating to the mergers and or less profit making company as consideration acquisitions. We will first analyse the concepts for the acquisition exceeds the amount of the that have been modified under the new Act and equity share capital of loss making or less profit compare those with similar provisions under the making company prior to the acquisition or old Act. Then, we will also analyse certain new concepts related to mergers and acquisitions 5) If the issue of shares in loss making or less introduced under the new Act. profit making company would result in a Companies Act, 1956 vis-à-vis change in control of loss making or less profit Companies Act, 2013: A Comparison making company through the introduction of a minority holder or group of holders. 1. Reverse Mergers and Companies Act, 2013, Under the Companies Act, 1956, there were Section 232(3)(h) no specific provisions for reverse mergers.2 It Reverse Mergers have been largely used by private was dealt with under Section 394 read with companies as a method to become public instead Section 391, which also governed other mergers of opting for the traditional Initial Public Offering and like any other merger, it was carried out (IPO) method. The term ‘Reverse Mergers’ has not through the process of obtaining approval from been statutorily defined either under the old Act or the 2013 Act. In simple terms, when an active private company merges with a dormant public Under the Companies Act, 1956, there were no company, it is called a reverse merger wherein the specific provisions for reverse mergers. It was dealt private entity buys majority of the shares of the with under Section 394 read with Section 391, which 1 also governed other mergers and like any other publicly listed company after which both merge. merger, it was carried out through the process of Here, the private company is a healthy company obtaining approval from a High Court. which merges with a financially weak public company. The public company is usually a shell company which does not have real assets or net worth. a High Court. Under the Companies Act, 2013, Section 232(3)(h) deals with the same although In India, the case of Bihari Mills Ltd., In Re it does not use the term ‘reverse merger’. Maneklal Harilal Spinning and Manufacturing Section 232(3)(h) of Companies Act, 2013: The Company Ltd. (1985) 58 Comp Cas 6 (Guj)., was Tribunal, after satisfying itself that the procedure 1 What Is Reverse Merger And How Do Companies Gain From It, July 18, 2016, available at: www.moneycontrol.com 2 PWC, Notification of Various Sections under the Companies Act, 2013, 15th December, 2016. 78 THE CHARTERED ACCOUNTANT SEPTEMBER 2018 www.icai.org Mergers & Acquisitions 431 specified in sub-sections (1) and (2) has been in a reverse merger, it has been held that further complied with, may, by order, sanction the events that had taken place after amalgamation compromise or arrangement or by a subsequent and circumstances under which profitability of order, make provision for the following matters, company had increased could not be relevant namely: consideration for valuation of shares or to judge where the transferor company is a listed company profitability of company at time when decision for and the transferee company is an unlisted amalgamation was taken for stake holders. company,— The term “other benefits” to be paid to the (A) the transferee company shall remain an unlisted shareholders along with the value of their company until it becomes a listed company; shares in case of exit during reverse merger, is ambiguous. What constitutes other benefits is (B) if shareholders of the transferor company decide not defined. Here, the company may misuse this to opt out of the transferee company, provision provision by giving disproportionate benefits as shall be made for payment of the value of shares the term is very wide in scope and similarly the held by them and other benefits in accordance with provision may be used to the shareholders to a pre-determined price formula or after a valuation demand certain extra benefits which otherwise is made, and the arrangements under this provision they would not be entitled to. may be made by the Tribunal: Now, as the reverse merger will not lead to Provided that the amount of payment or valuation automatic listing of the resulting entity unless under this clause for any share shall not be less it goes through the process of a listing through than what has been specified by the Securities and a public offering, this may be misused to Exchange Board under any regulations framed by cause a delisting and needs clarification from it; MCA. Guidelines in this regard are required Thus, the changes introduced under the 2013 Act as to whether such a provision can be used as are: an alternative or an addition to the Delisting Exit option to shareholders of listed company Regulations. in case of merger where transferor is listed 2. Minimum Threshold to Object to company and transferee is unlisted company. Compromise/ Arrangement Shareholders deciding to opt out of the Under the Companies Act, 1956 there were no transferee company to be paid the value of specific threshold limits to object to a scheme of their shares and other benefits on the basis of compromise or arrangement. Companies Act, a pre-determined formula or after a valuation 2013 specifies certain threshold requirements to process. object to a scheme.3 Proviso to Section 230(4) of No automatic listing of the resulting entity, the 2013 Act stipulates the minimum criteria to unless it goes through the process of listing. raise any objections. Compliance with the valuation requirements Proviso to Section 230(4) of Companies Act, as laid down by the Securities and Exchange 2013: Provided that any objection to the Board of India compromise or arrangement shall be made only The issues that may arise under the new provisions by persons holding not less than ten per cent. related to Reverse Mergers are: of the shareholding or having outstanding debt amounting to not less than five per cent of the total Absence of specific rules for determining outstanding debt as per the latest audited financial consideration to be paid to shareholders of a statement. company exiting in case of a reverse merger. Thus, the changes introduced under the 2013 Act are: In the case of In Re: M/s Indrama Investment Pvt. Ltd., M/s Select Holiday Resorts Ltd., CAPT. In the case of members, objections can be Swadesh Kumar and CAPT. RAM Kohl, as decided raised only be persons holding not less than ten on 12th June 2012, while deciding the value of shares percent of the shareholding.
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