Mergers and Amalgamations of Companies in India

Overview

Mergers and amalgamations are two of the most significant corporate restructuring activities that happen in the Indian corporate sector. Both mergers and amalgamations result in the combination of two or more companies into a single entity, but they differ in the manner in which they are executed.

Differences between Mergers and Amalgamations>

Definition: Mergers refer to the combination of two or more companies into a single entity, where one of the companies is absorbed by the other. On the other hand, amalgamations refer to the combination of two or more companies into a single entity, where both companies lose their separate legal identity and form a new entity.

• Approval Process: Mergers require the approval of the shareholders of both companies and the Competition Commission of India (CCI). Amalgamations, on the other hand, Amalgamation require the approval of the shareholders of both companies, the CCI, and the Ministry of Corporate Affairs.
• Transfer of Assets and Liabilities: In a merger, the assets and liabilities of the merged company are transferred to the surviving company. In an amalgamation, the assets and liabilities of both companies are combined to form the assets and liabilities of the newly formed entity.
• Taxation: Mergers are taxed as capital gains or share exchanges, while amalgamations are taxed as a transfer of a capital asset.
• Continuity of Business: In a merger, the surviving company continues the business of the merged company, while in an amalgamation, the newly formed entity continues the business of both the merging companies.

Examples of Mergers and Amalgamations in Indian Companies

• Vodafone-Idea: In 2018, Vodafone India and Idea Cellular merged to form Vodafone Idea Limited. The merger created India’s largest telecom company with a subscriber base of over 408 million.
• SBI-Associate Banks: In 2017, the State Bank of India merged with its five associate banks and Bharatiya Mahila Bank to form the country’s largest lender.
• Axis Bank-Enam Securities: In 2010, Axis Bank acquired Enam Securities, a leading investment bank in India, in a merger deal worth $395 million.
• Kotak Mahindra Bank-ING Vysya Bank: In 2014, Kotak Mahindra Bank acquired ING Vysya Bank in a merger deal worth $2.4 billion, making it one of the largest in-market bank mergers in India.