Professional Documents
Culture Documents
Vineet Aneja
Vineet Aneja is the head of the corporate practice at Fox Mandal Little, one of
India's oldest and largest full service legal Organization. He specializes in joint
ventures, mergers and acquisitions, project finance, corporate, corporate
consultancy, SEBI related laws and foreign exchange laws. Mr. Aneja’s scope of
advice includes structuring corporate transactions in a tax efficient manner,
advice on general corporate issues, due diligence and legal audits, entry and
exit strategies to foreign investors, seeking approvals and registrations with
various government and other bodies, and advice on Foreign Exchange
Management Act issues. He has advised various Indian and foreign companies
on general corporate matters including regulation, companies Act etc. This
includes Gas Authority of India Limited, Nuclear Power Corporation of India
Limited, Alcatel, Fidelity Group, Colt Telecom, ExxonMobil Corporation, JP
Morgan Fleming, Goldman Sachs, Alchemy Partners LLP and Ashmore
Investments (UK).
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Mergers and Acquisitions 2007
Source: Assocham Eco Pulse Analysis
Sectors
Pharmaceuticals,
automotives, software, Increasing
financial Services, number of inbound deals
real estate, 532 deals in 2006
hospitality, construction
services etc. [
3
Mergers and Acquisitions 2007
2007
Acquirer Target Acquisition
(Mn USD)
Hindalco Industries Novelis Inc 6,000.00
Rain Commodities GLC Carbon Canada Inc 360.89
Holcim Ambuja Cement India Limited 117.00
Mittal Investments GSSRL – HPCL’s Bhatinda Refinery 711.11
Tata Steel Corus 13,650.00
Source: Dealtracker, Grant Thornton 2007
5
Vodafone - Hutch
Jan 2007
Feb 2007
390-394
Companies Section 390 to 394 of the Companies Act –Governs schemes of
Act , 1956 Arrangement between companies and their respective shareholders and
creditors under supervision of the Company Court.
Merger or Amalgamation under a scheme
of arrangement
Press Note 1 of 2005 read with Press Note 3 of 2005 to be complied with in case
of existing joint ventures. Proposals in the Information Technology sector,
investments by multinational financial institutions and in the mining sector for
same area/mineral exempted.
10
Acquisitions
Issues under FEMA
Sectoral • Under the current FDI policy, most sectors under the
automatic route for investment up to 100% including
Caps manufacturing and services sector.
• Approval required for proposals outside sectoral policy.
11
Acquisitions
Issues under the Takeover Code
Open Offer Disclosures
12
Joint Ventures
Gaining effective control of Joint Venture Companies
Differential Voting
Rights
Shareholding
51: 49 Joint
Venture Casting Vote
Control
Reserved Nominees
Matters on Board
Right to appoint
Top Management
13
Key Shareholding Thresholds
14
Exit Mechanisms
Repatriation
Repatriation ofof profits
profits from
from made
made byby Indian
Indian companies
companies to
to
foreign investors as dividends is freely permitted.
foreign investors as dividends is freely permitted.
Exit
Exit route
route in
in the
the form
form of
of aa transfer
transfer of
of the
the shares
shares of
of the
the Indian
Indian
company..
company
Exit
Exit route
route in
in the
the form
form of
of aa transfer
transfer of
of the
the assets
assets of
of the
the Indian
Indian
company..
company
Gains
Gains derived
derived fromfrom transfer
transfer ofof shares
shares in
inIndian
Indian companies
companies
are
are subject
subject to
to tax
tax in
inIndia,
India, subject
subject to
to tax
tax treaties,
treaties, ifif any.
any.
15
Taxation
* Please note the below rates have been proposed in the recent finance bill.
Capital Gains tax payable on long term and short term gains (varying
rates depending upon whether listed or unlisted company)
Service tax of 12% (12.36% including the education cess) applies to many services.
16
Taxation
Tax
Tax havens
havens include
include Mauritius,
Mauritius, Singapore,
Singapore, Caymon
Caymon Islands,
Islands, Netherlands
Netherlands etc.
etc.
17
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