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The book Mergers et al is a one-stop-reference and repository for everything around an M&A. In its fifth edition, the author, S Ramanujam, has done a commendable service to professionals who practise/specialise in the areas of M&A to showcase the multitude of possibilities and nuances that can be crafted within the given framework of laws. Starting from the basics under Companies Act, 2013, of what can be covered under a ‘compromise or arrangement’ to how the Income tax Act, 1961, overlays the tax-exemption for certain Mergers, demergers and reorganisations, is explained with an eye for detail throughout this book. Ramanujam is a repository of knowledge and experience and he has painstakingly translated the law, its nuances and application thereby ensuring this publication becomes a comprehensive and exhaustive reference material for the reader. New concepts covered in depth The fifth edition has delved deep into new and evolving concepts such as cross border India-bound mergers (also called reverse flips in professional circles), succession planning and family arrangements and evolving concepts around purchase price allocation. “Reverse flips” have been gaining ground amongst start-ups and new age entrepreneurs, and the author has explained this concept well with illustrations and case laws. The author has also painstakingly explained the nuances / pitfalls / considerations that one should be aware of in undertaking a cross-border merger. Reference to the applicable law has also been readily interspersed and made available for the reader to research, validate and draw his own conclusions. While the concept of fast-track mergers has existed for some time now, it has been explored in detail and the reader gets to understand the gaps that still exist under law in certain situations. Read with the (very) recent amendment to the Rule book widening the coverage of section 233 to cover such demergers (ab-initio) gives confidence to the reader about the credibility of the conclusions drawn by the author even prior to such amendment. The authors’ analysis of creative schemes to reduce capital makes the reader agree with his conclusion that if the objectives of the exercise is clear, the remedy lies in the provisions itself and one only needs to apply the law in the right way! Succession planning The newly minted part on succession planning has the author exploring in-depth the NCLT Order in the case of the reorganisation of a controlled listed entity, Dhampur Sugar Mills Ltd. which, as the author also propounds, has a “great futuristic outlook, settling many things…”. The book is worth its weight in gold, just for his attempt to highlight the many interesting aspects of this re-organisation. Read with the chapter of mirror image schemes capturing the trend of peaceful segregation of business through demergers with emphasis on how carefully drafted schemes not only provide clarity and focus to the reader but also point to solutions that may not be available in any other contemporaneous book on the subject in India. The author’s analysis of the variety of schemes where the genius of each scheme documents and explores untested paths, the obstacles and challenges faced therein with common sense solutions prevailing makes the reader want to test the possibilities and extremes of the law to its fullest extent. The interpretation by courts and regulators concluding that any value addition will have no objections from shareholders, creditors and the regulators is heartening. Explaining tax, regulatory framework The icing on the cake are the chapters exhaustively dealing with tax on various aspects of amalgamation, demerger, limitation of tax filings, dissolution, buy back and GAAR. These go into in-depth analysis of the pitfalls and risks associated with creative interpretation of the law and act as a check on the reader from taking extreme and complex positions. The rider that tax authorities are always watching over the shoulder with tools like GAAR in hand is a good reminder for the reader to tread with caution. This can be said for the chapter on stamp duty as well, which has delved into the recent Bombay High Court judgement in case of Bharati Airtel Ltd demerger where the previously untested principles around calculation of stamp duty have also been elucidated. This book is indispensable for any practitioner of law, tax and accounting who wants to work on reorganisations. It is a goldmine of thoughts, ideas and cases that offer the reader invaluable guidance in navigating the complex environment around reorganisations. A must-read for practitioners and readers with an eye for detail. Book Details You can find the book here. (The reviewer is Partner, Deals Tax, Grant Thornton Bharat LLP) Published on October 29, 2025
