To remain competitive in market, the companies need to look at inorganic growth that can take them to the next level. Mergers and Acquisitions (M&A) play a crucial role in this aspect.
Our professionals have an in-depth understanding of Business Combinations and the valuations required for it as per the requirements of the Companies Act, SEBI Regulations and FEMA enabling us to offer practical insights into key issues of concerns of the clients, auditors and regulators.
In case of valuation for amalgamation, the emphasis is on arriving at the “relative” values of the shares of the transferor and transferee companies to facilitate determination of the “Equity Share Swap ratio”.
In case where the shareholders of transferor company and transferee company is different it also becomes important to have fairness to all shareholders.,.
Demergers
The companies having multiple but unrelated businesses many a times fails to get the sum-of-the-parts (SOTP) valuation of individual businesses thereby not giving adequate returns to the shareholders. To create value for the shareholders of such businesses, companies offer plans for demergers which also result in independent business operations, management focus and more transparent financial reporting.
In case of demerger, share entitlement ratio is derived to arrive at absolute values of the shares of the companies. .
For Mergers and Demergers alongside other restructuring, provisions of Companies Act and rules therein have to complied with. In case the company is a listed entity, then provisions of SEBI regulations/circulars are also to be complied with. In case of any of the entity being foreign company, provisions of FEMA also need to be complied with.
As per the applicable provision, merger/demerger Valuations are to be carried and reports to be issued by Registered Valuer only.
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