M&A TRANSACTIONS & COURT RESTRUCTURING - Inder Mohan... · DIFFERENCE BETWEEN COMPROMISE ... Not defined under 1956 Act or 2013 Act. ... MERGER/AMALGAMATION INVOLVING A LISTED COMPANY

Shardul Amarchand Mangaldas & Co

M&A TRANSACTIONS & COURT RESTRUCTURING

TYPES OF M&A TRANSACTIONS

Privileged & Confidential 2

TYPES OF M&A TRANSACTION

Acquisition of company

Strategic/Financial partnership

Acquisition of business undertaking

Asset Purchase/Sale

Restructuring of business to align with the future strategy

Business Combination/ Joint Ventures

Succession Planning


M& A & CORPORATE RESTUCTURING THROUGH COURT SCHEMES


M&A & CORPORATE RESTRUCTURING THROUGH COURT SCHEMES

TYPES OF TRANSACTION

Amalgamation

Demerger

Slump Sale

Slump Exchange

Business Combination

In bound transaction

Out bound transaction

Composite scheme covering one or moretransactions above


DEMERGER

Pre-restructuring Structure-

Dalmia Cement (Bharat) Limited Listed Company (DCBL).

DCBL 56.6% (promoters); 43.4%(public)

DCBL has WOS in cement sector(Cem Co.).

Engaged in cement, sugar,refractory, thermal power, windpower.

DCBL holds 21.71% in anothergroup company OCL; 23.66% bypromoter of DCBL

Public (43.4%)Promoters

(56.6%)

DCBL

Cem Co.

(Cement)

100%

OCL

21.71%

23. 66%

Sugar

Power

Refractory


CONTINUED.

Post Restructuring

Objectives

Chief objective tocreate a singularcement undertaking.

To create structurewhich is not controldilutive.

To organize thebusinessundertakings inbetter fashion.

DCBL

Cement

Refractory

Thermal

Power

Resulting

Company 1

DBEL (100% Sub

of DCBL).

100%

Cement undertakingThermal Power

undertaking

D

e

m

e

r

g

e

r

Demerger


FAMILY SETTLEMENT

Pre- restructuring Structure

Asian Hotels Limited (AHL)

listed public limited company.

Runs three hotel undertakings in

Delhi, Kolkata, and Mumbai.

In the existing structure, each

group has their own interests and

thus disputes.

With objective of minimizing

potential conflicts, restructuring

was to be done.

AHL

Delhi

Undertaking

Mumbai

Undertaking

Kolkata

Undertaking

Controlled by

Jatia GroupGupta

GroupSaraf

Group


CONTINUED.

Change of name of residual and resultingcompanies (AHL into AHL (North),Chillwinds into AHL (East) andVardhman into AHL (West)).

Exemption from SEBI Takeoverregulations as shareholding of promotersin AHL for more than 3 years deemed tobe shareholding of promoters inResulting Companies.

Effective date date of receipt ofapproval from WB Govt. to vesting ofleasehold property belonging to WBGovt./ or filing of order with ROC.

Cancellation of shareholding of AHL inResulting Companies.

Jatia

Group

Gupta

Group

Saraf

Group

AHL

AHL

(North)

(Jatia)

AHL

(East)

(Saraf)

AHL

(West)

(Gupta)

Residual Co.Resulting

Companies

Demerger of 2

undertakings


COMPOSITE SCHEME

Evolve Services

Ltd

Scantech Evaluation

Services Ltd

NIIT Online

Learning Ltd

NIIT Limited

Hole- In- The -Wall Education Ltd

Under this scheme- atransaction of amalgamationand slump sale has occurredsimultaneously.

Amalgamation:

Amalgamating Company 1,2 & 3 the wholly ownedsubsidiaries of NIIT Limitedamalgamated with NIITLimited.

Slump Sale:

NIIT Limited transferred itsschool business undertakingto Hole- In The- Walleducation limited for a lumpsum consideration.

School Business

Undertaking

Amalgamating

Co. 2

Amalgamating

Co. 3Amalgamating

Co. 1


SLUMP SALE

Noble BroadcastingCompany Limited(NBC) was operating anFM radio broadcastingchannel in Chennai alongwith other web TV &magazines.

NBC transferred its FMradio business to HT Musicand EntertainmentCompany Limited as agoing concern basisthrough court schemeunder section 391-394 ofthe Companies Act, 1956.

Noble Broadcasting

Company Limited

HT Music and Entertainment

Company Limited


Transfer of FM

Radio business

ISSUES UNDER THE SCHEME

A lump sum cash consideration was paid as a consideration for the saidtransfer instead of issue of shares as seen in most schemes.

The effective date under the scheme was subject to the approval frombroadcasting regulatory authorities such as Ministry of Information &Broadcasting, Ministry of Communication and Information Technology &Standing Advisory Committee on Radio Frequency Allocation.

the scheme even after the court sanction was subject to approval of theregulatory authorities, failing which the scheme was considered to be null& void.

Whether slump sale allowed under section 391- 394 of 1956 Act-consistent view by HCs- In re Health Products Ltd, In re Nirma Ltd, Inre United Spirits Ltd- Section 391-394 is code in itself- single windowclearance


SLUMP EXCHANGE

Jaiprakash AssociatesLimited vested its entirebusiness of Baspa HydroElectric project Stage- II& Karcham WangtooHydro Electric Project onslump exchange basis toits wholly ownedsubsidiary.

The transferee companyissued its equity sharesand Non-convertibledebentures to thetransferor company.

Appointed date same aseffective date- effectivedate subject to approvals

Jaiprakash Associates

Limited

Himachal Baspa Power

Company Limited

Baspa Hydro Electric projectStage- II & KarchamWangtoo Hydro ElectricProject

Equity shares &NCDs


CONCEPT OF SLUMP EXCHANGE

The term slump exchange- not defined in any statue.

Bombay High Court in CIT V. Bharat Bijlee Ltd, held sale ofundertaking for consideration other than cash is slump exchange &not slump sale.

Slump exchange not liable for tax under section 50 of Income Tax Act,1961.


COURT- BASED RESTRUCTURING PROCESS


COURT-BASED RESTRUCTURING -PROCEDURE

Implemented through a court scheme u/s. 391-394 of the CompaniesAct 1956 (1956 Act) read along with Rule 67 87 of Company CourtRules.

MCA has issued draft Company (Compromises, Arrangements andAmalgamations) Rules, 2016 dated January 28, 2016 for which publiccomments were invited by 17 February, 2016 (New Draft Rules).

The New Draft Rules rules along with relevant sections on compromisesand arrangement under the Companies Act, 2013 (2013 Act) arecurrently not in force.


DIFFERENCE BETWEEN COMPROMISE AND ARRANGEMENT

COMPROMISE

Not defined under 1956 Act or 2013 Act.

Compromise - Agreement to settle a dispute between parties.

Effect - modifying the settled rights of a party, or enabling enforcement of suchsettled rights.

ARRANGEMENT

Arrangement includes a reorganization of the share capital by theconsolidation of shares of different classes or by the division of shares intoshares of different classes or both (Section 390(b), 1956 Act).

Inclusive definition.

Not merely restricted to reorganization of share capital.

Wide scope and includes several transactions.

Composite Schemes of Arrangement

Various transactions undertaken through one scheme of arrangement.

For example, scheme including merger and demerger.


COURT-BASED RESTRUCTURING -PROCEDURE

Scheme Approved by

the Board of the

company.

Ist Motion: Application by Company to Court for

convening a meeting of the Creditors and Shareholders

Company to convene meeting as per directions of the

Court for obtaining approval from Creditors or class

thereof/ Shareholders or class thereof.

Scheme to be sanctioned/approved by majority in number

representing 3/4th in value of the creditors or class thereof/

shareholders or class thereof present and voting.

IInd Motion: Company to file

petition within 7 days after

submitting the report.

Upon hearing, after receiving the report from RD or OL

and hearing the objections, Court shall make an order

sanctioning the scheme.

Court Order to be filed within

the prescribed timeline.


CHANGES INTRODUCED UNDER 2013 ACT AND NEW DRAFT RULES

Dispensation of meeting

Express provision in the New Draft Rules empowering NCLT to dispensewith the requirement of holding meetings of creditors and shareholders.

No corresponding provision in the 2013 Act for dispensation ofshareholders meeting.

Section 230(9) of 2013 Act - NCLT may dispense meeting of creditors, ifcreditors holding 90% value agrees to the scheme by way of an affidavit.

Postal Ballot

Section 391(2) of the 1956 Act requires the members to be present physicallyor through proxy for voting The 2013 Act requires a company to provideoption of postal ballot.


CHANGES INTRODUCED UNDER 2013 ACT AND NEW DRAFT RULES

Notice of the court convened meeting (Notice)

Notice of at least 30 days (currently 21 days) before the date fixed formeeting.

Notice to be advertised in newspapers at least 30 days (currently 21 days)and also to be placed on the website.

Notice along with requisite documentation to be sent to various authoritiesas per section 230(5) of 2013 Act. The New Draft Rules further require thenotice to be given:

In all cases to the Central Government, ROC, Income Tax Authoritiesand the official liquidator;

If applicable to RBI, SEBI, ROC, CCI, stock exchanges, other sectoralregulators.

Any representations, to be sent within 30 days from date of receipt of suchnotice, failing which it is assumed there are no representations.


CHANGES TO INTRODUCED UNDER 2013 ACT AND NEW DRAFT RULES

Contents of Notice

Diclosures in notice of meeting with the explanatory statement made stricterand streamlined.

Currently no prescribed details required to be given in the Explanatorystatement

Now Explanatory statement must disclose / attach Parties involved in such compromise or arrangement; Appointed date, share exchange ratio and other considerations Summary of valuation report including basis of valuation and fairness

opinion of management; Details of capital/debt restructuring, if any Rationale for the compromise or arrangement, its benefits as perceived by

board, members, creditors and others, Amount due to unsecured creditors.

Valuation Report to be annexed to the notices for the meetings.


CHANGES TO INTRODUCED UNDER 2013 ACT AND NEW DRAFT RULES

Eligibility Threshold for raising objections

persons holding not less than 10% of the value of the shareholding; or

persons having outstanding debt amounting to not less than 5% of the totaloutstanding debt.

Accounting Treatment: Requirement to provide an auditor's certificate statingthat the accounting treatment is in accordance with the accounting standards.

Filing of statement certified by a CA/CS with ROC: by the company indicatingwhether the scheme is being complied in accordance with the orders - until thecompletion of the scheme.

Express provision empowering NCLT to pass any direction or dispense with anyprocedure prescribed in the New Draft Rules, except otherwise provided in the2013 Act.


MERGER/AMALGAMATION INVOLVING A LISTED COMPANY

SEBI, vide its circular dated February 4, 2013 (Ist Circular), significantly revised

the requirements for listed companies undertaking a scheme of arrangement.

Approval of Audit Committee to draft scheme and valuation report.

Submission of Complaints Report to stock exchange and SEBI.

Attachment of observations of SEBI and stock exchanges and the Complaints

Report with the notices.

Disclosure of everything on the websites of companies as well as the stock

exchanges.

Lock in requirements where shares are to be issued by unlisted companies.

Subsequent to the Ist Circular, SEBI issued another Circular on May 21, 2013 (IInd

Circular) providing clarification and modifying certain provisions of Ist Circular.

Clarified that Ist Circular will apply to all listed companies undertaking a scheme

of arrangement including those for which no exemption from rule 19(2)(b) of

SCRR is sought from SEBI.

Independent valuation not required if no change in the shareholding pattern of

resultant company.


MERGER/AMALGAMATION INVOLVING A LISTED COMPANY

Public shareholder approval will only be required when,

(a) additional shares are allotted to promoter/promoter group;

(b) the scheme of arrangement involves listed company and any other entity

involving the promoter/promoter group; and

(c) the parent listed company has acquired the equity shares of the subsidiary,

by paying consideration in cash or kind in the past to any the shareholders

(promoter/promoter group) of the subsidiary and thereafter the same

subsidiary is merged with the parent listed company under the scheme.

On November 30, 2015, SEBI issued a new circular which replicates the provision

laid down in the Ist and the IInd Circular with some minor amendments.

Requirement to the fairness opinion elaborated.

Additional disclosures to be provided pre-sanction and post sanction of scheme

by the Court.


CROSS BORDER M&A - ANALYSIS


CROSS BORDER M&A - ANALYSIS

No express provision under Sections 391-394 of the 1956 Act. Types

Merger of foreign company into an Indian company

Merger of Indian company into a foreign company

Currently only merger of foreign company into an Indian company allowed in terms ofsection 394(4)(b) of the 1956 Act.

foreign company defined to mean a company or a body corporate, incorporatedoutside India, whether having a place of business in India or not. Under the New DraftRules, limited to foreign companies incorporated in jurisdictions as notified by theCentral Government.

Condition for merger:

sanction of the scheme by NCLT in India.

sanction of the scheme by relevant adjudicating authority and regulatory authoritiesof the notified countries having jurisdiction over the other company.

compliance with FEMA and any other applicable laws, including any approvalrequired to effect the merger.

Consideration to be paid to the shareholders of the transferor company in cash and/ ordepository receipts.


DRAFTING OF SCHEME


ROLE OF COURT WHILE SANCTIONING THE SCHEME

Settled principle laid down in Supreme Court in Miheer H. Mafatlal vs.Mafatlal Industries Limited -

Court not rubber stamp and has to apply its judicious mind;

Fairness and reasonableness of Scheme ;

Court has to ensure that

Compliance with statutory provisions have been complied with.

Disclosure of relevant material for meetings.

Adequate representation of class of creditors/shareholders.

Statutory majority was acting bona fide.

Not patently unfair or grossly prejudicial to the shareholders

Not violative of any provision of law, neither is contrary to publicpolicy

Court does not have jurisdiction or expertise to delve into commercialwisdom of members and creditors and company.


IMPORTANT PROVISIONS UNDER A SCHEME

Introduction of parties to the scheme.

MOA to authorize the business to be undertaken.

In Re: Pmp Auto Industries Ltd.

Rationale for the scheme

Drafting of undertaking clause

Valuation

Hindustan Lever Employee Union v. Hindustan Lever Ltd.


IMPORTANT PROVISIONS UNDER A SCHEME

Appointed Date

Prospective appointed date

In Re: Edelweiss Stock Broking Limited, Gujarat HC , while rejectingthe observations of RD, approved the scheme of arrangement withprospective appointed date- in the interest of stakeholders & public.

In the matter of In Re HCL Hewlett-Packard Ltd, appointed date- foridentification and quantification of assets and liabilities of the existingcompany- the appointed date of resulting company prior to the date ofincorporation of the new company is immaterial.

Appointed date same as effective date- In Re: Equitas FinanceLimited, Equitas Housing finance limited, Equitas Micro Finance Ltd,Equitas Micro Finance Ltd.


IMPORTANT PROVISIONS UNDER ASCHEME

Third Party Rights

General Radio & Appliances Limited V. M.A. Khadar-amalgamation results in transfer of tenancy right, exposingamalgamated company for vacating the premises if land lord doesnot agree to said transfer.

Entrustment provisions- conduct of business till the effective date.

Residuary Clause.

Effective Date can be made subject to regulation.

Modification of Scheme


STAMP DUTYISSUES IN M & A TRANSACTIONS


INTRODUCTION

In terms of Section 3 of the Indian Stamp Act, 1899 (Central Act) instruments shallbe chargeable with duty of the amount indicated in the Schedule.

For the purposes of this presentation we shall be looking into the followingdefinitions under the Central Act:

Instruments - Section 2 (14) - "Instrument" includes every document by which anyright or liability is, or purports to be, created, transferred, limited, extended, extinguishedor record.

Conveyance - Section 2 (10) - "Conveyance" includes a conveyance on sale, everyinstrument, and every decree or final order of any Civil Court, by which property, whethermovable or immovable, is transferred to, or vested in or declared to be of any other person,inter vivos and which is not otherwise specifically provided for by Schedule I or ;

Concept of property - legally

The Indian Stamp (Amendment) Bill, 2014 proposes an amendment to Section 2(10) to include, inter alia:

(d) every order made by the High Court under section 394 of the Companies Act, 1956in respect of the amalgamation or reconstruction of companies:

Provided that on or after the constitution of the National Company Law Tribunalunder section 10FB of the said Companies Act, the reference to High Court underthis clause shall be construed as reference to such Tribunal; and


STAMP DUTY ON AN ORDER OF THECOURT UNDER SECTION 394 OF 1956 ACT(ORDER)

The Central Act is silent on the stamp duty payable on such Orders.

However, there are diverging views on the issue amongst the States in the

form of the following:

Some states have specifically amended the state laws levying stamp duty

to include Orders.

Decisions of various High Courts - where no modification has been made

by the States to the definition of conveyance or the relevant entry for

conveyance in the Schedule.

A number of High Courts as well as the State specific

amendments/modification are silent on the issue.


STATES WITH SPECIFIC ENTRYPERTAINING TO ORDER

Some states (such as Maharashtra, Gujarat, Karnataka, Rajasthan, Andhra Pradesh,Madhya Pradesh ) have amended their respective state laws levying stamp duty, toinclude an Order within the ambit of the term Conveyance. In such states the prescribedduty shall be applicable.

Maharashtra Bombay Stamp Act, 1958 Definition of Conveyance Section 2 (g)

Hindustan Lever Ltd. v. State of Maharashtra an order of the Court sanctioningscheme of amalgamation u/Section 394 read with s. 391 of Companies Act, 1956 wouldfall within the definition of instrument and conveyance It is exigible to stamp duty (amendment in the law was clarificatory and only by way of abundant caution)

Prior to Amendment After Amendment in 1985 and 1993 (as referred to in Hindustan Lever Ltd. Case)

(g) "conveyance" includes a conveyance on sale and everyinstrument by which property, whether moveable orimmovable, is transferred inter vivos and which is nototherwise specifically provided for by Schedule I.

(l) instrument includes every document by which any rightor liability is, or purports to be created, transferred, limited,extended, extinguished, or recorded but does not include bill ofexchange, promissory note, bill of lading, letter of credit, policyof insurance, transfer of share, debenture, proxy and receipt.

(g) conveyance includes, -(i) a conveyance on sale,(ii) every instrument,(iii) every decree or final order of any civil court,(iv) every order made by the High Court under section 394 ofthe Companies Act, in respect of amalgamation orreconstruction of companies ..;

by which property, whether movable or immovable, or anyestate or interest in any property is transferred to, or vested in,any person, inter vivos, and which is not otherwise specificallyprovided for by Schedule I .


DUTY CHARGEABLE IN MAHARASHTRA

Entry Rate

If relating to the order of the High Court in respect

of the amalgamation or reconstruction of companies

under section 394 of the 1956 Act or under the order

of the Reserve Bank of India under section 44A of

the Banking Regulation Act, 1949

10 per cent of the aggregate of the market value of the

shares issued or allotted in exchange or otherwise and the

amount of consideration paid for such amalgamation:

Provided that, the amount of duty, chargeable under this

clause shall not exceed, -

(i) an amount equal to 5 per cent of the true market value

of the immovable property located within the State of

Maharashtra of the transferor company ; or

(ii) an amount equal to 0.7 per cent of the aggregate of the

market value of the shares issued or allotted in exchange

or otherwise and the amount of consideration paid for

such amalgamation, whichever is higher:

Provided further that, in case of reconstruction of

demerger the duty chargeable shall not exceed, -

(i) an amount equal to 5 per cent of the true market value

of the immovable property located within the State of

Maharashtra transferred by the Demerging Company to

the Resulting Company; or

(ii) an amount equal to 0.7 per centum of the aggregate of

the market value of the shares issued or allotted to the

Resulting Company and the amount of consideration paid

for such demerger, whichever is higher.


Explanation:- III-

(i) For the purposes of clause (da) the market value of shares,--

(a) in relation to the transferee company, whose shares are listed and quoted for trading on a stock

exchange, means the market value of shares as on the appointed day mentioned in the Scheme of

Amalgamation or when appointed day is not so fixed, the date of order of the High Court; and

(b) in relation to the transferee company, whose shares are not listed/or listed but not quoted for trading

on a stock exchange, means the market value of the shares issued or allotted with Reference to the market

value of the shares of the transferor company or as determined by the Collector after giving the

Transferee company an opportunity of being heard.

(ii) For the purposes of clause (da), the number of shares issued or allotted in exchange or otherwise shall

mean, the number of shares of the transferor company accounted as per exchange ratio as on appointed

date.

Vide notification M.G.G. Ext. No. 124, Part IV-B dated May 6, 2002, the State Government of Maharashtra

has reduced the maximum chargeable duty under Article 25(da) to Rupees Twenty Five Crores only.

DUTY CHARGEABLE IN MAHARASHTRA (Contd...)


STATES WHICH ARE GUIDED BY THEDECISIONS OF THE COURT

Some states (such as Delhi, and Uttar Pradesh) have adopted the provisions of CentralAct with modifications and amendments but have not specifically included such Ordersneither under the definition of conveyance nor provided for them in the charging entryof the Schedule. The Courts in these States have opined on the same.

Delhi - Delhi Towers Ltd. v. G.N.C.T. of Delhi relied on the Apex Court in HindustanLever - Order is an instrument which has the impact of transferring of all assets andliabilities including the property of the transferor company to the transferee company -therefore be exigible to stamp duty under the Indian Stamp Act, 1899.

In the above States Issue of computation of stamp duty:

Value of shares being issued?

Value of assets and liabilities being transferred?

Any other consideration being exchanged?


STATES WHICH ARE SILENT ON THEISSUE

Some states such as Haryana, Punjab and Bihar have adopted theprovisions of Central Act with modifications and amendments. However,they have not included such Orders within these amendments neitherunder the definition of conveyance nor provided for them in the chargingentry of the Schedule. Further, their respective High Courts have also nottaken a view on the same. In such states, state notifications or memos arethe guidelines for stamping of Orders.

However, in Haryana, a recent memo was issued by the HaryanaGovernment to the stamp authorities in the State directing them to impose astamp duty of 5% on instruments of mergers/amalgamations upondirections/order of the High Court evidencing transfer of property in termsof Article 23 (a) of Schedule I-A of the Indian Stamp Act, 1899.


OTHER ISSUES PERTAINING TOSTAMPING OF ORDERS

Transactions involving registered offices/properties located in multiple States

Section 19 A of the modified/amended Central Act as adopted in severalstates or Section 19 of the State specific stamp legislations -payment of thedifference in stamp duty in case documents executed in one State and takento another State relating to any property situate or to any in matter or thingdone or to be done in that State.

Chief Controlling Revenue Authority v. Reliance Industries Limited

For the purposes of stamp duty, whether the Order of the Court is regardedas the instrument or the scheme?

If a reduction in stamp duty is permitted in case of stamp duty already paidin another state?


EXCHANGE CONTROL


WHEN ARE THE FOREIGN EXCHANGE REGULATIONS TRIGGERED?

Resident - Acquires foreign security of a foreign entity

Non-resident Acquires security of Indian entity.


FOREIGN DIRECT INVESTMENT THROUGHA COURT APPROVED SCHEME

The transferee company / new company may issue shares to theshareholders of the transferor company resident outside India, subject tothe following conditions:

The percentage of shareholding of persons resident outside India in thetransferee or new company does not exceed the sectoral cap.

The transferor company or the transferee or the new company is notengaged in activities, which are prohibited in terms of FDI policy.

Reporting Details of shares held by persons resident outside India beforeand after acquisition within 30 days.

Approval not be required for investment in sectors permitting foreigninvestment under the Automatic route. (FDI Policy)

Implies Government approval required for investment in sectorspermitting foreign investment under Government approval route.


FOREIGN DIRECT INVESTMENT THROUGH A COURT APPROVED SCHEME (CONTD.)

Issuance of non-convertible/redeemable preference shares or debentures tonon-resident shareholders is permitted by way of distribution as bonusfrom its general reserves subject to the following:

the original acquisition of shares / convertible debentures of the Indiancompany by non-resident shareholders entitling them to hold non-convertible redeemable preference shares or debentures is inaccordance with these Regulations and the conditions specified in therelevant Schedule;

in accordance with the provisions of the Companies Act, as applicableand the terms and conditions, if any, stipulated in the scheme approvedby the Court in India have been complied with;

no-objection from the Income Tax Authorities.


THANK YOU

Inder Mohan SinghPartner

Shardul Amarchand Mangaldas & Co.

Shardul Amarchand Mangaldas & CoAdvocates & Solicitors

Amarchand Towers, 216 Okhla Industrial Estate, Phase III, New Delhi - 110 020, IndiaT +91 11 41590700, 40606060 ext. 4387 F: +91 11 2692 4900

Ahmedabad Bengaluru Gurgaon Kolkata Mumbai New DelhiEmail: [email protected]

Mobile No.: +91-9818927535
mailto:[email protected]

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M&A TRANSACTIONS & COURT RESTRUCTURING - Inder Mohan... · DIFFERENCE BETWEEN COMPROMISE ... Not defined under 1956 Act or 2013 Act. ... MERGER/AMALGAMATION INVOLVING A LISTED COMPANY