Corporate Tax and Takeover Code

By V Surya, Assistant Professor

 Overview
• Introduction of the Takeover Code, 2011
• Substantial Acquisitions of shares and
Takeover Code, 2011

• Substantial Acquisitions.

• Takeover.
 Acquisition
• Voluntary Acquisition.

• Involuntary acquisition.

• Control in the Target Company.

 Takeover
• Normal Takeover

• Hostile Takeover

• Acquiring of control
 Definitions.
• acquirer means any person who, directly or
indirectly, acquires or agrees to acquire
whether by himself, or through, or with
persons acting in concert with him, shares or
voting rights in, or control over a target
company;
 Cont.,
• “acquisition” means, directly or indirectly, acquiring
or agreeing to acquire shares or voting rights in, or
control over, a target company;
• “control” includes the right to appoint majority of
the directors or to control the management or policy
decisions exercisable by a person or persons acting
individually or in concert, directly or indirectly,
including by virtue of their shareholding or
management rights or shareholders agreements or
voting agreements or in any other manner:
 Cont.,
• “shares” means shares in the equity share
capital of a target company carrying voting
rights, and includes any security which entitles
the holder thereof to exercise voting rights;
Explanation.—For the purpose of this clause
shares will include all depository receipts
carrying an entitlement to exercise voting
rights in the target company;
 General Principles
• Public announcement of an open offer.

• Appointment of merchant banker

• Escrow account.
 Cont.,
• Nirma industies ltd vs Securities exchange
board of India.

• Srmtl vs Securities exchange board of India.

• L&T Vs Mind tree- Hostile takeover.

 Section 79
• Section 70 of the Income Tax Act, 1961.

• Carry forward and set off of losses in case of

certain companies.

• Capital gains.
 Capital Gains
• Short term capital gains.

• Long term capital gains.

• Carry forward of business losses.

 Tax Benefits.
• Set off.

• Unabsorbed depreciation losses.

• Under the takeover code certain compliances

need to be followed.
 Conclusion
• Corporate Tax benefits.

• Compliance under the Income Tax Act, 1961.

• Compliance under Securities Law.

 Web Resources
• https://www.sebi.gov.in/legal/regulations/apr-
2017/sebi-substantial-acquisition-of-shares-an
d-takeovers-regulations-2011-last-amended-o
n-march-6-2017-
_34693.html