Distinctions Between Mergers And Acquisitions Finance Essay - Free Essay Example

Mergers and acquisitions (MA) and corporate restructuring are a big part of the corporate finance world. Every day, Wall Street investment bankers arrange MA transactions, which bring separate companies together to form larger ones. When they are not creating big companies from smaller ones, corporate finance deals do the reverse and break up companies through spinoffs, carve-outs or tracking stocks. The Main Idea: Two companies together are more valuable than two separate companies at least, thats the reasoning behind MA. This rationale is particularly attractive to companies when times are tough. Strong companies will act to buy other companies to create a more competitive, cost-efficient company. The companies will come together hoping to gain a greater market share or to achieve greater efficiency. Because of these potential benefits, target companies will often agree to be purchased when they know they cannot survive alone. Distinction between Mergers and Acquisitions: Although they are often used as synonymous, the terms merger and acquisition mean slightly different things. When one company takes over another and clearly established itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer swallows the business and the buyers stock continues to be traded. In the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a merger of equals. Both companies stocks are surrendered and new company stock is issued in its place. For example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created. References: 1.www.investopedia.com/university/mergers/ 2. AMINIAN Nathalie, CAMPART Sandy, PFISTER Etienne(2004), Macroeconomic Determinants of Cross-Border Mergers and Acquisitions: European and Asian Evidence retrieved from www.univ-lehavre.fr/actu/itlcsge/aminian.pdf In practice, however, actual mergers of equals dont happen very often. Usually, one company will buy another and, as part of the deals terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if its technically an acquisition. Being bought out often carries negative connotations, therefore, by describing the deal as a merger, deal makers and top managers try to make the takeover more attractive so as to gain stakeholder confidence. A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly that is, when the target company does not want to be purchased it is always regarded as an acquisition. Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced. In other words, the real difference lies in how the purchase is communicated to and received by the target companys board of directors, employees and shareholders. Synergy: Synergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings. By merging, the companies hope to benefit from the following: Staff reductions As every employee knows, mergers tend to mean job losses. Consider all the money saved from reducing the number of staff members from accounting, marketing and other departments. Job cuts will also include the former CEO, who typically leaves with a compensation package. Economies of scale Economies of scale forms an important factor of merger and acquisition. Mergers also translate into improved purchasing power to buy equipment or office supplies when placing larger orders, companies have a greater ability to negotiate prices with their suppliers. Acquiring new technology To stay competitive in the market, companies need to stay on top of technological developments and their business applications. By buying a smaller company with unique technologies, a large company can maintain or develop a competitive edge. References: 1. www.teachmefinance.com/mergers.html 2. Gupta Sayantan , CROSS-BORDER MERGERS AND ACQUISITIONS IN INDIA retrieved from https://ssrn.com/abstract=1461372 Improved market reach and industry visibility Companies buy companies to reach new markets and grow revenues and earnings. A merge may expand two companies marketing and distribution, giving them new sales opportunities. A merger can also improve a companys ability to attract new investments. The above are the basic motives for mergers. Achieving synergy on paper is easier said than trying to achieve it on real time. Sure, there ought to be economies of scale when two businesses are combined, but sometimes a merger does just the opposite. In many cases, one and one add up to less than two. Sadly, synergy opportunities may exist only in the minds of the corporate leaders and the deal makers. Where there is no value to be created, the CEO and investment bankers who have much to gain from a successful MA deal will try to create an image of enhanced value. The market, however, eventually sees through this and penalizes the company by assigning it a discounted share price. Varieties of Mergers: From the perspective of business structures, there is a whole host of different mergers. Here are a few types, distinguished by the relationship between the two companies that are merging: Horizontal merger Two companies that are in direct competition and share the same product lines and markets. Vertical merger A customer and company or a supplier and company. Think of a cone supplier merging with an ice cream maker. Market-extension merger Two companies that sell the same products in different markets. Product-extension merger Two companies selling different but related products in the same market. Conglomeration Two companies that have no common business areas. There are two types of mergers that are distinguished by how the merger is financed. Each has certain implications for the companies involved and for investors: Purchase Mergers This kind of merger occurs when one company purchases another. The purchase is made with cash or through the issue of some kind of debt instrument; the sale is taxable. Acquiring companies often prefer this type of merger References: 1. www.teachmefinance.com/mergers.html 2. Gupta Sayantan , CROSS-BORDER MERGERS AND ACQUISITIONS IN INDIA retrieved from https://ssrn.com/abstract=1461372 because it can provide them with a tax benefit. Acquired assets can be written-up to the actual purchase price, and the difference between the book value and the purchase price of the assets can depreciate annually, reducing taxes payable by the acquiring company. Consolidation Mergers With this merger, a brand new company is formed and both companies are bought and combined under the new entity. The tax terms are the same as those of a purchase merger. 1.2 CROSS BORDER MERGERS Over the past several years, the mergers-and-acquisitions market in India has been very active. In particular, the percentage of cross-border transactions has risen significantly. Cross-border deals have taken the form of both inbound and outbound transactions. The growth in inbound transactions can be attributed to the growing interest of foreign companies in making acquisitions in Indias information-technology and telecom sectors. It has been observed that overseas companies find it far more economical to acquire existing setups rather than opt for organic growth. On the other hand, outbound transactions, too, have increased significantly, with manufacturing companies acquiring entities overseas. It is evident that the appetite of Indian companies for making global acquisitions has grown bigger with time. The Indian economy grew by 9.2% in 2006, but MA deal volumes grew much faster, up 54% to $28.2 billion in 2006. The beginning of 2007 saw the signing of the largest inbound deal in Indias history, Vodafones $11.1 billion acquisition of a controlling interest in Hutchison Essar, Indias fourth-largest mobile phone company, while Tata Steels $13.2 billion dollar acquisition of the European steelmaker, Corus, which closed in early January 2007, headlined a frenzy of acquisitions of foreign companies by Indian corporate enterprises in the past year. From senior politicians to ordinary citizens, Indians have joined the business community in celebrating the recent MA boom, confident that it is yet another indicator of Indias recent and rapid economic ascent. Even the wholly European takeover of Arcelor by Mittal Steel. Every merger or acquisition involves one or more methods of obtaining control of a public or private company, and the legal aspects . References Bedi Singh Harpreet , MERGER ACQUISITION IN INDIA: An Analytical Study retrieved from papers.ssrn.com/sol3/papers.cfm?abstract_id=1618272 of these transactions include issues relating to due-diligence review, defining the parties contractual obligations, structuring exit options, and the like In India, the relevant laws that may be implicated in a cross border merger or acquisition include the company law, the income tax law, the stamp duty act, the foreign exchange laws, competition laws, and securities regulations, among others. Mergers and acquisitions are used as a means to achieve crucial growth and are becoming more and more accepted as a tool for implementing business strategy, whether they involve Indian companies wanting to expand or foreign companies wishing to acquire market share in India. Some of the other motivating factors behind mergers and acquisitions are the desire to acquire a competency or capability, to enter into new markets or product segments, to enter into the Indian market generally, to gain access to funding resources, and to obtain tax benefits. 1.3 APPLICABLE INDIAN LAWS 1.3.1 The Companies Act, 1956 The Companies Act, 1956 (the Companies Act), sets forth provisions relating to mergers and acquisitions. It also covers related issues, such as reorganizations, compromises and arrangements with creditors, and also becomes relevant while structuring an investment in a private-equity transaction (including matters relating to the type of shares and return available). Any number of the Companies Acts provisions may affect a particular merger or acquisition. If the Indian company is incorporated as a public limited company under the provisions of the Companies Act and the Indian company proposes to acquire the shares of the foreign company by issuing its shares as consideration to the shareholders of the foreign company, then the shareholders of the Indian company will be required to pass a special resolution under the provisions of Section 81(1A) of the Companies Act permitting the issue of shares to the shareholders of the foreign company. As to the approval of the shareholders under Section 372-A of the Companies Act, if the investment by the Indian company in the foreign company exceeds sixty percent (60%) of the paid-up share capital and free reserves of the Indian company or one hundred per cent (100%) of the free reserves of the Indian company, whichever is more, then the Indian company is required to obtain the prior approval of the shareholders vide a special resolution. References: 1) Lee, Ashley (2012), Indian regulation: what to watch out for retrieved from https://search.proquest.com/docview/1027723044?accountid=38885 1.3.2 The Competition Act, 2002 In pursuance to the policy of liberalisation and globalisation, India resorted to aggressive practices in the commercial world. The Monopolies and Restrictive Trade Practice Act, 1969 (the MRTP Act), had become obsolete in certain respects in light of international economic developments relating to competition laws, and there was a need for India to shift its focus from curbing monopolies to promoting competition. Therefore, the Government of India, passed the Competition Act, 2002 which seeks to ensure fair competition in India by prohibiting trade practices that cause an adverse effect on competition in markets within India. The Competition Act provides for the establishment of a quasi-judicial body called the Competition Commission of India (the CCI) which is also empowered to undertake measures for the promotion of competition advocacy, creating awareness and offering training about competition issues. Main provisions of the Act concerning mergers and acquisitions (MA) The provisions can be bifurcated in two segments, namely (i) Filing of notice in the prescribed form disclosing details along with requisite fee; and (ii) Examination of notice and other details by CCI for forming an opinion to take decision to see whether there is absence or existence or likely existence of Appreciable Adverse effect on Competition (AAEC) as a result of combination in the relevant market, in India. If, on reaching the conclusion, CCI prima facie, forms an opinion that there are no signs of competition, it shall accord approval and if his opinion is otherwise, he will proceed with an enquiry to reach the conclusion whether to (a) allow; (b) allow with modification or (c) block the combination. When CCI is of the opinion that there are competition concerns and the same can be eliminated by carrying out modifications in the scheme of combination and the parties remove the concerns, the CCI may approve the Mergers and Acquisitions (MA). Combinations have wide canvas as the acquisition of shares, or voting rights or assets by a person or enterprise of another enterprise the acquisition of control by an enterprise of another engaged in identical business; or a merger/ amalgamation between or amongst enterprises falls within its ambit. However, only those combinations whose total value of assets or the turnover of combining partners exceeds References: Singh Pratap Ravi (2010), IMPLICATIONS OF CROSS BORDER MERGERS UNDER INDIAN COMPETITION LAW A COMPARATIVE ANALYSIS WITH US EC JURISDICTIONS retrieved from www.cci.gov.in/images/media/ResearchReports/RavPratapSingh.pdf threshold limit prescribed are only regulated by the Act. Such thresholds limits are based on: Operations of combining parties in India; Operations in India or outside; Parties belonging to group or Otherwise The threshold limits as shown in tabular form: Operations Non Group Group In India Total value of assets of more than Rs 1,000 crore or turnover more than Rs. 3,000 crore Total value of assets of more than Rs. 4,000 crores or turnover more than Rs. 12,000 crores. In India or Outside India (in aggregate) Aggregate value of assets more than $500 mn. (including at least in India Rs. 500 crores) or turnover more than $1500 mn (including at least turnover of Rs. 1,500 crores in India) Aggregate value of assets of more than $2bn. (including at least assets of Rs. 500 crores in India) or turnover of $6 bn (including Rs. 1500 crores turnover in India) The value of assets to be determined by taking the book value of the assets shown, in the audited books of account of the enterprise, in the financial year immediately preceding the financial year in which the proposal for merger falls, as reduced by depreciation, and value of assets shall include the brand value, value of goodwill, or value of copyright, patent, design or lay-out design etc. Therefore, if the values of above have not been given effect to, recasting of the value of assets will be done. Similarly, the value of sales of goods/services shall also be given effect while computing the turnover amount. The limit prescribed for such values are higher in India than in US or UK. References: Singh Pratap Ravi (2010), IMPLICATIONS OF CROSS BORDER MERGERS UNDER INDIAN COMPETITION LAW A COMPARATIVE ANALYSIS WITH US EC JURISDICTIONS retrieved from www.cci.gov.in/images/media/ResearchReports/RavPratapSingh.pdf Share subscription or financing facilities have been exempted from combination provisions. And, there seems to be justification for such exemption, for the reason that such investment, Generally, neither aim to acquire market power nor to influence the marketing decisions of the target company. However, investments in situations are under obligations to make all disclosure to CCI within seven days of any such acquisition in a manner prescribed by the CCI. For disclosure purposes, notice is required to be given by the concerned enterprise to the CCI along with prescribed fee within 30 days from the date of either approval of the Board of directors (in case of merger) or execution of agreement for merger. In case of acquisition, the duty to give notice lies with the acquirer and for mergers and acquisition, the duty to give notice devolves on the shoulders of both the parties together. Penalty for failure to give notice is 1% of the total turnover/assets (involved in combination), whichever is higher. CCI has the power to initiate enquiry into the combination upon its own knowledge or information. However, it cannot initiate any enquiry after expiry of one year from the date on which such combination has taken place. 1.3.3. The Tax Laws As important corporate activities, mergers and acquisitions are also governed and regulated by provisions of the Income Tax Act, 1961 (the IT Act). The IT Act provides that the accumulated losses and unabsorbed depreciation of an amalgamating company (i.e., a company that does not survive a merger) shall be allowed in the assessment of the amalgamated company (i.e., the company that survives a merger), provided, inter alia, that the amalgamating company owned an industrial undertaking, a hotel, or a ship; the amalgamated company holds at least three-fourths of the book value of the fixed assets of the amalgamating company for a minimum, continuous period of five years after the date of amalgamation; and the amalgamated company continues the business of the amalgamating company for a minimum period of five years. Other incentives, like the set-off of depreciation and the treatment of expenditures for scientific research, the acquisition of patent rights or copyright, and expenditures for know-how, as well as the set-off of bad debts, are also envisaged in the IT Act for amalgamated and amalgamating companies. References: Krishnakumar Dipali, A Phase Wise Study of Cross Border Acquisitions by Firms in Emerging Markets- Evidence from India retrieved from www.siu.edu.in/Research/pdf/Dipali_KrishnakumarFM.pdf 1.3.4. The Indian Stamp Act, 1899 The Indian Stamp Act, 1899, provides for the levy of a stamp duty on the execution of an instrument. The stamp duty is applicable to an amalgamation (i.e., a merger) and to an acquisition, whether an asset or stock acquisition. Under the Indian Stamp Act, 1899, an instrument is defined to mean every document by which any right or liability is, or purports to be, created, transferred, limited, extended, extinguished or recorded. The applicability of the Indian Stamp Act to a stock acquisition depends on the form of theshares. If the shares exist in a physical form, the transfer of such shares is subject to a stamp duty at the prevailing rates. However, if the shares exist in a dematerialized form, no stamp duty is applicable for any transfer, thereof since such transfer is in the electronic form and does not require execution of any share transfer deeds. Section 108 of the Companies Act provides that there can be no registration of a transfer of shares in physical form without product ion of the certificate or allotment letter. Further, every instrument of transfer has to be duly stamped by an authorized person and executed by or on behalf of the transferor as well as the transferee. However, the Depository Act, 1996, provides that the formalities prescribed by Section 108 do not apply to any transfer of dematerialized shares between a transferor and transferee, both of whom are entered as beneficial owners in the records of a depository. 1.3.5. Foreign Exchange Laws Under Regulation 7 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India ) Regulations, 200016 (the FEMA regulations), once a scheme of merger , demerger or amalgamation has been approved by the court, the transferee company (whether the survivor or a new company) is permitted to issue shares to the shareholders of the transferor company who are persons resident outside India, subject to the condition that the percentage of non-resident holdings in the company does not exceed the limits for which approval has been granted by the Reserve Bank of India (RBI) or the prescribed sectoral ceiling under the foreign direct investment (FDI) policy set under the FEMA regulations. If the new share allotment exceeds such limits, the company will have to obtain the prior approval of the Foreign Investment Promotion Board (FIPB) and the RBI before issuing shares to the non-residents. If the transferee company is engaged in a line of activity in which no foreign investment is permitted under Indias FDI policy, then shares cannot be issued to the non-residents. References: Krishnakumar Dipali, A Phase Wise Study of Cross Border Acquisitions by Firms in Emerging Markets- Evidence from India retrieved from www.siu.edu.in/Research/pdf/Dipali_KrishnakumarFM.pdf 1.3.6. Securities Laws of India In India, takeovers and acquisitions are governed by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997,18 popularly known as the Takeover Code. These regulations seek to regulate the whole process of acquisition and takeovers, based on principles of transparency, fairness and equal opportunity for all. The Takeover Code lays down the procedures governing any attempted takeover of a company whose shares are listed on one or more recognized stock exchanges in India. The important aspect of the Takeover Code is that any acquirer of more than 5%, 10%, 14%, 54% or 74% of the shares or voting rights in a company has to disclose, at every stage, the aggregate of his or her shareholding or voting rights. The disclosure must be made to the company and to the stock exchanges where shares of the target company are listed. There are various other, continual disclosure obligations; for example, the acquirer also has to disclose to the company and the relevant stock exchanges any purchase aggregating two percent or more of the share capital of the target company within two days of such purchase and must also disclose what his or her aggre gate shareholding will be after the acquisition. A failure to make such disclosure will incur a penalty of Rs. 250 million or three times the amount of profits resulting from such failure, whichever is greater. Before acquiring shares or voting rights that (together with the shares or voting rights held by persons acting in concert with the acquirer) would entitle the acquirer to exercise 15% or more of the voting rights of a company, the acquirer must make a public announcement that he or she will acquire, at a minimum, an additional 20% of the equity shares of the company. If the Indian company that is issuing its shares to the shareholders of the foreign company as consideration for acquiring shares of the foreign company is listed on any stock exchange in India, then it will be required to comply with the guidelines for preferential allotment under the SEBI (Disclosure and Investor Protection) Guidelines, 2000 (the SEBI DIP Guidelines) in addition to the provisions of Section 81(1A) of the Companies Act. Some of the relevant provisions of the SEBI DIP Guidelines have been highlighted herein below: 1. Pricing: The shares issued on a preferential basis have to be made at a price that is not less than the higher of either (a) the average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the References: 1.www.taxmann.com/TaxmannFlashes/flashart9-2-10_12.htm 2. www.icai.org/resource_file/8834ICAI%20P.ppt six months preceding the relevant date or (b) the average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange during the two weeks preceding the relevant date. 2. Currency of the resolution: Any allotment pursuant to a resolution permitting the issue of shares on a preferential basis has to be completed within a period of three months from the date on which the resolution is passed by the shareholders23 failing which a fresh approval will have to be sought from the shareholders. However it is possible to make an application to the SEBI requesting for the extension of the validity of the resolution. The extension is granted on a case by case basis. This means that the entire transaction has to be completed within three months of the shareholders passing the resolution under Section 81(1A) of the Companies Act. 1.4 OVERVIEW OF THE STUDY Mergers and acquisitions have become the most frequently used methods of growth for companies in the twenty first century. They present a company with a potentially larger market share and open it up to a more diversified market. The study investigated the current trends in cross border mergers and acquisition in India. The study is focussed on the impact of cross border mergers and acquisition to Indian GDP and the impact of Laws related to the cross border MA that exists in India. The research is based on secondary data collected from recognized sources. Initially 12 factors which effect Indian GDP is taken and then the Impact of Mergers and acquisition is seen and then from that the relation between cross border MA and Laws pertaining are analysed. 1.5 NEED OF THE STUDY We have seen many mergers that took place in India in recent past and increase in transaction pertaining to it. There were around 800 mergers and acquisition that happened in India in 2011. This impacts the GDP of our country. There are many laws pertaining to restriction on cross border MA and its consequences on Indian GDP. This study tries to analyse the impact of it on Indian GDP statistically. References: 1.www.taxmann.com/TaxmannFlashes/flashart9-2-10_12.htm 2. www.icai.org/resource_file/8834ICAI%20P.ppt CHAPTER 2 REVIEW OF LITERATURE 2.1 IMPORTANCE OF REVIEW OF RELATED LITERATURE The literature review: Describes how the proposed research is related to prior research in statistics. Shows the originality and relevance of research problem. Specially, the research is different from other statisticians. Find gaps (and possibly errors) in published researches. Will justice the proposed methodology. Demonstrates preparedness to complete the research. Generation new original ideas. 2.2 FINDINGS FROM THE LITERATURES Chatterjee, S., (1986) researched three types of possible synergies that could be achieved by acquisitions. cost-of-capital related, which results in financial synergy, cost-of-production related, which results in operational synergy, and price-related, which results in collusive synergy. Melcher, Gary; Karamon, Martin (1999) US Adapts to ease MA boom: Changes in US tax law over the past 10 years are discussed. US tax law has evolved significantly over the last 10 years in an effort to keep pace with economic globalization and an unprecedented increase in mergers and acquisitions. Changes in the law relating to MA include simplification measures, clarification of guidelines, and the disallowance of benefits that accrue from the exploitation of perceived tax shelters and the interplay among various tax regimes. DSouza-Monie, Deanne; Farias, Sandeep (2001) India: Legal and tax issues in cross border MAs: Globalization has forced Indian companies to concentrate on niche areas and enhance their inherent strengths through domestic and cross border mergers and acquisitions. Indian companies have also realized that mere organic growth is not enough to propel a company towards a fast track growth program. In keeping with international trends, Indian corporations are realizing that synergy of business operations, employee related issues, cultural issues and finally legal issues form the crux of any MA activity. The paper seeks to encapsulate various legal, regulatory and tax issues relevant to a MA transaction in India. Giovanni, J (2005) An econometric gravity model using panel data was used to identify macroeconomic factors that contribute to cross border acquisitions and flow of capital between various countries. The study was conducted on cross border acquisitions during the period 1990 to 1999. The primary hypothesis in this study was that the size of financial markets, as measured by the stock market capitalization to GDP ratio contributed positively to cross border acquisitions. Other variables in the study were income level, diplomatic relationships between countries, size, distance, information, a common language, exchange rate, tax rates in the target country, tax treaties, trade agreements, goods trade, and wage differentials Kumar N (2007) researched a panel data set of 4271 Indian firms in manufacturing industry for the period 1989 to 2001. The variables determining the probability of acquisitions used were age of the firm, total sales, total RD expenditure as a percentage of total sales. Royalties and professional fees remitted abroad, import of capital goods, advertising expenses, PBT to Net Worth, exports as a percentage of sales, Dummy for majority foreign owned form (25% or more), dummy for liberalization and sector dummy. The results indicated that firm age, cost effectiveness, export orientation and liberalization have a positive impact. The study researched outward FDI from India, not specific to Acquisitions. Niranjan Raj (2007) Legal Impediments to Merging Indian and Foreign Companies: Sections 391 to 394 of the Companies Act, 1956 (the Act), deal with mergers of companies 1 and provide a complete code for executing a merger scheme. After a merger scheme is proposed, the high court requires a meeting of the concerned classes of creditors, shareholders and members to be held. If in such meeting the merger scheme is approved by at least three-quarters of the concerned classes, the high court grants its approval to the merger scheme. The Act only partially facilitates cross-border mergers, i.e., it only permit a foreign company to merge into an Indian company. A restrictive clause, which exists in the form of section 394(4) (b) of the Act, defines the term transferee company as not including any company other than a company within the meaning of the Act. Section 3 defines the term company as being a company which has been formed and registered under the Act. Siddiqi, Moin (2007) Wooing foreign investors: Challenges and opportunities: The 95% increase from $22,975m to $44,894m, according to the World Investment Report 2006 issued by the United Nations Conference on Trade and Development (Unctad) was due to several factors, including major greenfield investments in mainly energy-related manufacturing industries, cross-border mergers and acquisition (MA) deals, thanks to vibrant local economies and higher oil prices. Unctad noted: Continued efforts of countries in the region to diversify their economies and promote FDI further through liberalisation and deregulation of non-oil industries, together with booming real estate and financial markets, played a vital role in spurring inward FDI flows to these industries. Given the regions significant natural resources, sophisticated infrastructure (notably in the Gulf), ongoing economic reforms and improving business environment, most countries hold the potential to receive more FDI inflows on pa r with leading emerging-markets like Brazil, India and Malaysia. Bakunina, Alina (2008) The magnitude of Indias outward investment, particularly overseas acquisitions, has signalled a new stage in the countrys economic transformation. In 2007, its gross domestic product growth rate reached 9.4%, year-on-year, and GDP crossed the $1 trillion threshold, making it the 12th largest economy in the world. The key motivation behind overseas acquisitions by Indian companies is to find new markets to sustain top-line growth or to strengthen business value proposition. Apart from the internal motivations of Indian companies to pursue overseas deals, there were also external forces at play that propelled the sharp acceleration in outbound activity. Some of the key external forces or drivers of cross border acquisitions were easy funding and fewer regulatory restrictions. The intensity and success of cross border MA activity for India Inc. will depend on a consistently high economic growth, sound reforms in infrastructure, taxation and investment regulation, as well as its stock market valuations. Kalghatgi jayant (2012), Mergers and acquisitions in Indian information technology industry and its impact on Shareholders wealth: Numerous academic studies are available on merger announcements and their impact on market valuation of equity or shareholders wealth, but there is hardly any documented evidence for Indian Information Technology Industry. In this research on Mergers and Acquisitions in Indian Information Technology Industry and its Impact on Shareholders Wealth, an attempt is made to know the wealth effects of mergers and acquisitions in the Indian Information Technology Industry during the period 2008-2010. For this, an event study analysis has been conducted from the point of view of shareholders of the acquiring companies to ascertain whether shareholders of acquiring companies have been benefited or not. The analysis reveals that the shareholders of the acquiring firms did not gain significant abnormal returns and the mergers and acquisitions did not have any impact on the shareholders wealth. The analysis of the individual deals also reveals that no deal has benefited their respective shareholders. Kumar, N. (2009) in a case study on Hindalco has reported how Hindalco was able to grow revenues by 30 times in seven years, from $500 million to $15 billion by following a strategy of making several smaller acquisitions before the Novelis acquisition in 2007. He has suggested that with each acquisition Hindalco learnt new skills and techniques enabling it to make an acquisition of Novelis which was more than twice its size. Gubbi, Alukh, Ray, Sarkar and Chitoor (2010) used the Economic Freedom Index of the target country as an independent variable to determine the abnormal returns. The Economic freedom index is constructed by the heritage foundation in collaboration with the wall street journal. It publishes an overall index of economic freedom which is based on 10 components including business freedom, trade freedom, monetary freedom, freedom from corruption. These indexes are proposed to be used in our study to identify the probability of a firm carrying out an acquisition both for the acquirer and also for the target. Huyghebaert Luypaert (2010) studied the antecedents of acquisitions for Belgian firms including firm characteristics, industry and financial market variables. They study characteristics that prompt firms to undertake acquisitions measured by variables measuring managerial motives and governance, market power, concentration, financial market conditions. The study by Huyghebaert Luypaert (2010) is very relevant for studying acquisitions by Indian Cross-border acquisitions firms as this study measures factors such as competition, ownership concentration, deregulation. Hyun, H., Kim, H. (2010) researched a large panel dataset covering 101countries for the period 1989-2005 to identify the country characteristics in bilateral cross-border MA flows again using a gravity model researched the impact of deepening of financial markets and institutional quality. Here again the Size of the financial markets of the acquiring company as defined by the market capitalization to GDP ratio has been found to be a significant factor contributing to cross border acquisitions. Wasim-ul-Rehman; Humaire Shabir; Parveen, Sajida; Tahira Iram (2010) examined an empirical relation between inward foreign direct investments and (GDP) of Pakistan. The magnitude and relationship of Inward FDI on GDP was determined by using a time series data of three decades from 1976 to 2005. We found that Inward FDI has significant and positive effect on economic performance (GDP) of Pakistan in different perspectives like technological improvements, better methods of production, employment opportunities and capital accumulations. All kind of investment made by certain parties to control the resources in other countries may be referred as the FDI. The foremost purpose of this study was to explore the most important macroeconomic variable foreign direct investment, its fluctuations during the three decades, and its impact on economic performance (GDP) of Pakistan. The current study intends to find out the position of FDI in Pakistan and to determine the role of inward FDI in the ov erall growth of Pakistan. This study is conducted on time series data of three decades (1976 to 2005) which is taken from a reliable resource WDI (World Development Indicators 2007). They applied the linear regression model to determine the whether there is a significant relation between inward foreign direct investment and Gross Domestic Production of Pakistan. The relation of dependent and independent variable is measured using the software E-Views. Erel, Isi Liao, Rose C Weisbach, Michael S (2012) analysed a sample of 56,978 cross-border mergers between 1990 and 2007. They found that geography, the quality of accounting disclosure, and bilateral trade increase the likelihood of mergers between two countries. Valuation appears to play a role in motivating mergers: firms in countries whose stock market has increased in value, whose currency has recently appreciated, and that have a relatively high market-to-book value tend to be purchasers, while firms from weaker-performing economies tend to be targets. Peng Cheng Zhu and Vijay Jog (2012) Using a large sample of partial cross-border mergers and acquisitions from emerging countries, they have shown that these acquisitions significantly reduce the risk of the target firms and that the risk reduction is directly related to the changes in the international shareholder base and the strength of the investor right protection of the acquirer. They also found that these acquisitions are value creating because we see improvements in both the short-term and long-term risk-adjusted stock performance in target firms during the post-acquisition period. 2.3 RESEARCH GAP There are many researches done on the micro variables that effects the mergers and borders and. There are independent researches on the factors affecting GDP but not in relation to MA. Other researches have taken factors like EPS,Sales etc. i.e. financial variables which effects an MA deals but not a study which comprehensively deals with the macro variables. There are theoretical researches on the impact of laws relating to cross border MA but this study analyse the Impact of laws in support with data and the implications of laws on Cross border MA. CHAPTER 3 RESEARCH METHODOLOGY 3.1 STATEMENT OF THE PROBLEM There had been numerous mergers and acquisition in recent past. There are various reasons for this type of inorganic growth. As per studies around 70% of the mergers had failed in India, this affects the GDP of our country hence this study tries to statically explain the impact of mergers on the Indian GDP. 3.2 OBJECTIVES OF THE STUDY To understand the current trends in mergers and acquisition in India. To find the impact of mergers on Indian GDP. Impact of law on cross border mergers that prevails in India. 3.3 OPERATIONAL DEFINITION Exchange rate- It is the rate at which one currency can be exchanged for another currency. It effects BOP statement and in turn effects the GDP. GDP: Gross domestic product (GDP) is the market value of all officially recognized final goods and services produced within a country in a given period of time. GDP per capita is often considered an indicator of a countrys standard of living Export- The term is derived from the conceptual meaning as to ship the goods and services out of the port of a country. The seller of such goods and services is referred to as an exporter who is based in the country of export. Import- The term import is derived from the conceptual meaning as the goods and services into the port of a country. The buyer of such goods and services is referred to an importer who is based in the country of import Repo rate- The discount rate at which a central bank repurchases government securities from the commercial banks References: 1.https://www.businessdictionary.com/definition/repo-rate.html#ixzz2HVxD5eyY 2. https://www.investopedia.com/terms/i/import.asp Inflation rate- he rate at which the general level of prices for goods and services is rising, and, subsequently, purchasing power is falling. Central banks attempt to stop severe inflation, along with severe deflation, in an attempt to keep the excessive growth of prices to a minimum. FII- An investor or investment fund  that  is from or registered in a country outside of the one in which it is currently  investing. Institutional investors  include hedge funds, insurance companies, pension funds and mutual funds. FDI- Foreign direct investment (FDI) is direct investment into production or business in a country by a company in another country, either by buying a company in the target country or by expanding operations of an existing business in that country. MA deal value in India- Total value of deals in an year that has taken place in India is taken on an yearly basis Fiscal deficit- When a governments budgeted expenditures exceed the revenues collected through taxes, fees and other income sources, it operates a fiscal deficit Sensex- The BSE SENSEX (Bombay Stock Exchange Sensitive Index), also called the BSE 30 (BOMBAY STOCK EXCHANGE)or simply the SENSEX, is a free-float market capitalization-weighted stock market index of 30 well-established and financially sound companies listed on Bombay Stock Exchange (BSE). The 30 component companies which are some of the largest and most actively traded stocks, are representative of various industrial sectors of the Indian economy. Crude oil prices- Indias 70% of the Imports is of oil hence International oil prices effects the GDP 3.4 VARIABLES OF THE STUDY Exchange rate GDP Export Import Repo rate Inflation rate FII FDI MA deal value in India Fiscal deficit Sensex Crude Oil prices 3.5 HYPOTHESIS A  statistical hypothesis  is an assumption about a population  parameter. This assumption may or may not be true.  Hypothesis testing  refers to the formal procedures used by statisticians to accept or reject statistical hypotheses. There are two types of statistical hypotheses. Null hypothesis. The null hypothesis, denoted by H0, is usually the hypothesis that sample observations result purely from chance.   Alternative hypothesis. The alternative hypothesis, denoted by H1  or Ha, is the hypothesis that sample observations are influenced by some non-random cause. Null Hypothesis: Cross border mergers and acquisition do not have a significant impact on GDP of India Alternative Hypothesis: Cross border mergers and acquisition have a significant impact on GDP of India 3.6 TOOLS USED IN THE STUDY Distributed Lag Model a distributed lag model is a model for time series data in which a regression equation is used to predict current values of a dependent variable based on both the current values of an explanatory variable and the lagged (past period) values of this explanatory variable. For this study following model is derived GDP= C + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ²1) Sensex + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 2) Exchange Rate + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 3) Repo Rate + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 4) MA deals in India +( ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 5) Inflation + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 6) Fiscal Deficit + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 7) Crude Oil Price + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 8) FDI + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 9) FII + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 10) Export + (ÃÆ'Ã… ½Ãƒâ€šÃ‚ ² 11) Import Using SPSS software a multiple regression model has been designed and various factors that affect GDP have been assessed. 3.7 DATA COLLECTION Secondary research: The secondary research will be done on the data collected for 12 years i.e. from 2001-2012 from recognized sources. Following is the basis on which the data will be computed. S.No Particulars Method of computation 1 Exchange rate Daily average 2 Export value Total exports in an year 3 Import value Total imports in an year 4 Repo rate Yearly average 5 Inflation rate Yearly average 6 FII Net investments 7 FDI Net investments 8 MA Deal Total deals in an year 9 Fiscal Deficit Total in an year 10 Sensex Daily high-low average 11 Crude oil prices Average 12 GDP Total in an year 3.8 LIMITATION Availability of data: Data on mergers and acquisition was not available in detail. Qualitative factors: There are other qualitative data that cannot be quantified hence a limitation.