Tax Implications On Merger And Acquisitions. A Legal Perspective

Author: LawSphereX

Category: Corporate & Insolvency

Published: 2026-08-23T21:11:54.297013+00:00

Updated: 2026-08-26T17:06:05.91+00:00

TAX IMPLICATIONS ON MERGER AND ACQUISITIONS. A

LEGAL PERSPECTIVE

Kunal Sharma, XIM University, Xavier Law School

ABSTRACT

Mergers and Acquisitions (M&A) are pivotal strategies for business growth, market expansion, and operational efficiency. In India, these transactions are governed by the Companies Act, 2013, and the Income Tax Act, 1961, each offering distinct tax implications that shape deal structures. This article provides an in-depth exploration of the tax considerations involved in M&A, examining various transaction types, including horizontal, vertical, conglomerate, cross-border mergers, reverse mergers, and slump sales. Each type presents unique tax consequences, such as capital gains tax, exemptions under Section 47, and provisions for carrying forward losses under Section 72A.

Cross-border M&A, in particular, introduces complexities around Double Taxation Avoidance Agreements (DTAA) and permanent establishment (PE) rules, demanding careful planning to avoid double taxation and ensure compliance with international tax treaties. The article also highlights significant issues faced by Foreign Institutional Investors (FIIs) in recent M&A transactions, particularly around retrospective taxation, double taxation risks, and concerns regarding General Anti-Avoidance Rules (GAAR). These challenges have raised uncertainty, particularly for cross-border deals. To address these concerns, the Indian government has undertaken initiatives, including the reversal of retrospective tax amendments, the revision of DTAAs, and the implementation of a Simplified and Transparent Tax Framework (SAFE).

The government’s actions aim to provide a more predictable and investor-friendly tax environment, fostering confidence in India’s M&A landscape. In conclusion, while India’s legal framework for M&A provides clear guidance, ongoing challenges—especially for foreign investors—highlight the need for continued reforms to ensure a stable, transparent, and efficient tax regime. This will further enhance India’s position as a global investment hub and encourage successful M&A transactions.

Introduction Mergers and Acquisitions (M&A) and Tax implications in it have long been recognized as a cornerstone of corporate restructuring, facilitating the expansion, consolidation, or strategic realignment of businesses. These transactions provide companies with the opportunity to acquire new markets, diversify product offerings, and realize significant cost efficiencies. However, despite their strategic advantages, M&A deals come with a complication of tax implications that can significantly affect their financial viability, operational structure, and overall success. In India, M&A transactions are primarily governed by the Companies Act, 2013, and the Income Tax Act, 19611.

The tax treatment of M&A deals involves complexities of taxation applied on the transactions of investments of merger and acquisition, as decisions made during the deal-making process can lead to favorable or unfavorable tax outcomes. The main issue here we have in india is, we have confusions, and over lapping of taxes when a foreighn company invests in india, This article provides an in-depth examination of the tax implications of M&A transactions, highlighting key provisions, recent regulations, challenges faced by businesses, and potential areas for reform. M&A deals, which can take various forms—horizontal mergers, vertical mergers, conglomerate mergers, cross-border mergers, and others—differ in terms of the tax implications for both the acquiring and target companies.

For each transaction, businesses must consider several factors, such as capital gains taxation, the carry-forward of losses, stamp duties, and cross-border tax treaties. By understanding these tax implications, businesses can optimize their transactions, reduce costs, and structure deals in a tax-efficient manner. Types of Mergers and Acquisitions2 Each type of M&A transaction has distinct features and tax consequences. It is essential for businesses to understand the nuances of each to ensure that they comply with the tax laws while maximizing the benefits of the deal.

1. Horizontal Mergers

1 Tax-Issues-in-M&A-Transactions-A5-3.pdf, (Aug. 25, 2020),

https://www.nishithdesai.com/fileadmin/user_upload/pdfs/Research%20Papers/Tax_Issues_in_M_A.pdf. 2 Vanshika Kapoor, A study on mergers and acquisitions and their types - iPleaders, IPleaders (Feb. 18, 2024), https://blog.ipleaders.in/a-study-on-mergers-and-acquisitions-and-their-types/.

A horizontal merger takes place when two companies operating in the same industry or sector

come together to consolidate their market share or reduce competition. The Vodafone-Idea merger in the Indian telecom sector is a notable example of this type of merger. This form of merger allows businesses to combine resources, increase economies of scale, and gain market dominance. Tax Implications: Under the Income Tax Act, horizontal mergers may qualify for tax neutrality if specific conditions are met. According to Section 2(1B) of the Act, such a transaction is considered an amalgamation, which may be treated as tax-neutral if the merger meets the requirements, including the transfer of shares rather than cash. This structure enables the shareholders of the merging companies to avoid capital gains tax, which is a significant advantage when structuring the deal.

2. Vertical Mergers

A vertical merger occurs between two companies within the same supply chain but at different

stages of production. For instance, when a manufacturer merges with its supplier, it is a vertical merger. An example of such a transaction is the acquisition of Alok Industries by Reliance Industries, where the former became part of the latter’s extensive supply chain. Tax Implications: Vertical mergers often benefit from provisions like Section 72A of the Income Tax Act, which allows the carry-forward and set-off of accumulated losses and unabsorbed depreciation. This provision can be particularly advantageous for distressed companies, as it provides a tax shield against future profits. Additionally, vertical mergers may also qualify for exemptions under Section 47 of the Income Tax Act if the transaction meets the statutory criteria for tax neutrality.

3. Conglomerate Mergers

Conglomerate mergers involve companies from unrelated industries merging for strategic or diversification purposes. One notable example is the Tata Group’s acquisition of Air India, which enabled Tata to expand into the aviation sector. Unlike horizontal and vertical mergers,

conglomerate mergers may not automatically qualify for the same tax exemptions under Section 47, especially if there is no continuity of business operations post-merger. Tax Implications: For conglomerate mergers, the tax implications can be more complicated, as the transaction may not qualify for the same exemptions available for horizontal or vertical mergers. The absence of business continuity might make the merger subject to capital gains tax and other tax liabilities.

4. Cross-Border Mergers

Cross-border mergers involve the combination of an Indian company with a foreign company or vice versa. These transactions have gained popularity with globalization and the growing cross-border investment trend. A prominent example of this type of merger is Walmart’s acquisition of Flipkart, where a global retail giant took a controlling stake in an Indian ecommerce company. Tax Implications: Cross-border mergers introduce additional complexities, primarily due to the interplay of domestic and international tax laws. Under Section 234 of the Companies Act, 2013, crossborder mergers are subject to approval from the Reserve Bank of India (RBI) and the government. Moreover, the tax treatment of such transactions is heavily influenced by the provisions of the Double Taxation Avoidance Agreement (DTAA) between India and the relevant foreign jurisdiction.

These agreements help mitigate the risk of double taxation, ensuring that businesses do not face tax obligations in both countries. Cross-border mergers also require careful consideration of the permanent establishment (PE) rules, which determine a foreign company’s tax liability based on its economic presence in India. If the company is considered to have a significant presence in India, the transaction may attract tax on capital gains, and other indirect taxes may also come into play.

5. Reverse Mergers

A reverse merger involves a smaller company acquiring a larger one to gain a listing on the

stock exchange. One of the most famous reverse mergers in India was ICICI Ltd.’s merger with ICICI Bank, which allowed the bank to gain a public listing and expand its capital base.

Tax Implications: While reverse mergers may offer several strategic benefits, they can also raise concerns related to tax avoidance. Under the General Anti-Avoidance Rules (GAAR), reverse mergers that appear to be structured primarily for tax avoidance may be subject to scrutiny by the tax authorities. The key challenge in reverse mergers is ensuring that the transaction is not seen as a mechanism to evade taxes through inappropriate structuring.

6. Slump Sale

A slump sale refers to the sale of a business unit as a whole, without assigning values to

individual assets. Hindustan Unilever’s sale of its bakery business is a classic example of a slump sale. The seller is required to pay capital gains tax on the difference between the sale consideration and the net worth of the business transferred. Tax Implications: Under Section 50B of the Income Tax Act, the seller is taxed on the difference between the sale consideration and the net worth of the business. This provision treats the transfer of an entire business undertaking as a single unit, which simplifies the taxation process but may result in higher tax liabilities compared to asset-based sales. Legal Framework Governing M&A Transactions M&A transactions in India are governed by both the Companies Act, 2013, and the Income Tax Act, 1961. These two legislative frameworks provide the legal and tax structure necessary for structuring and executing M&A deals.

1. The Companies Act, 2013

The Companies Act provides a detailed legal framework for conducting mergers and acquisitions. Sections 230 to 232 govern the process of amalgamation, demergers, and arrangements, including approval from the National Company Law Tribunal (NCLT).

These provisions ensure transparency in M&A transactions, protecting the interests of shareholders and creditors. Section 234 specifically deals with cross-border mergers and requires approval from the RBI and the Indian government.

2. The Income Tax Act, 1961

The Income Tax Act plays a crucial role in the taxation of M&A transactions. Several key provisions under the Act govern tax implications, including: o Section 2(1B), which defines amalgamation and provides for tax-neutral treatment under certain conditions. o Section 47, which offers exemptions from capital gains tax for certain transactions. o Section 72A, which allows the carry-forward of accumulated losses and unabsorbed depreciation in the case of a merger. o Section 50B, which governs the taxation of slump sales.3 Taxation in M&A Transactions4

1. Capital Gains Tax

Capital gains tax is one of the most significant tax implications in M&A transactions. Under Section 45 of the Income Tax Act, the transfer of capital assets typically attracts capital gains tax. However, under Section 47(vi), certain transactions, such as mergers where shares are exchanged instead of cash, may be exempt from capital gains tax. This exemption is crucial in structuring tax-efficient mergers.

2. Carry-Forward and Set-Off of Losses

3 Mergers And Acquisitions In India: Legal Framework, Jurisprudence, And Emerging Trends,

https://www.legalserviceindia.com/legal/article-20975-mergers-and-acquisitions-in-india-legal-frameworkjurisprudence-and-emerging-trends.html 4 Burgeon Law, Legal Considerations for Mergers and Acquisitions Involving Foreign Entities, Burgeon Law (July 24, 2024), https://burgeon.co.in/legal-considerations-for-mergers-and-acquisitions-involving-foreignentities/.

Section 72A allows companies involved in mergers to carry forward and set off their accumulated losses and unabsorbed depreciation. This provision is particularly advantageous for financially distressed companies, as it provides tax relief by offsetting future profits with past losses.

3. Tax on Shareholders

Shareholders in the target company may be subject to capital gains tax if they receive cash consideration as part of the merger. Additionally, if shares are issued at a price lower than their fair market value, the transaction may attract tax under Section 56(2)(viib), designed to prevent undervaluation of shares for tax avoidance.

4. Stamp Duty and Indirect Taxes

M&A transactions that involve the transfer of assets are subject to stamp duty under the relevant State Stamp Act. In cases where individual assets are transferred separately, Goods and Services Tax (GST) may also apply, further complicating the tax treatment of the transaction. Problems in Recent Foreign Institutional Investor (FII) and M&A Transactions In recent years, the Indian M&A landscape, particularly concerning Foreign Institutional Investors (FIIs), has encountered several significant challenges, many of which are linked to taxation and regulatory uncertainties. These problems often arise from the complex tax regime surrounding foreign investments, particularly in cross-border M&A transactions.

1. Retrospective Taxation

The Vodafone tax case (2007), which centered around the indirect transfer of Indian assets, led to retrospective amendments in tax law that created significant uncertainty for foreign investors. These retrospective tax provisions were eventually reversed in 2021, but the episode left many investors wary of the Indian tax environment, especially in the context of M&A.

2. Double Taxation Risks in Cross-Border M&A

3. Many FIIs face the issue of double taxation, where they are taxed both in their home

jurisdiction and in India, leading to a higher tax burden. Although the Double Taxation Avoidance Agreements (DTAA) offer relief, certain loopholes and conflicting interpretations of the DTAA provisions continue to complicate the tax landscape for cross-border M&A transactions.

4. GAAR Provisions and Tax Avoidance Concerns

The introduction of the General Anti-Avoidance Rules (GAAR) has caused concern among FIIs and multinational corporations, as it allows the Indian tax authorities to challenge M&A structures deemed to be primarily aimed at tax avoidance. This has made structuring cross-border deals more complex and uncertain for foreign investors.

5. Tax Residency Issues

FIIs involved in M&A transactions often face issues related to proving their tax residency in India or abroad. This can affect the tax treatment of their investments and the applicability of benefits under various tax treaties. Disputes regarding the tax residency status of foreign investors often lead to delays in deal closures. 5 Mergers and acquisitions (M&A) in India involve complex tax implications, and several landmark cases have clarified key aspects. Below are notable cases: ● Capital Gains Tax Exemptions: o Master Raghuveer Trust [(1985) 151 ITR 368 (Kar. )] held that amalgamation does not constitute a "transfer" under Section 2(47) when shareholders receive shares, ensuring no capital gains tax. o Grace Collis [(2001) 248 ITR 323 (SC)] clarified that share transfers in amalgamation can be "extinguishment of rights," taxable unless exempted under Section 47(vii).

● Indirect Transfers: o Vodafone International Holdings BV v. Union of India [(2012) 6 SCC 613] ruled

5 (Feb. 15, 2016), http://www.irdindia.in/journal_ijrdmr/pdf/vol5_iss2/14.pdf.

no tax liability for offshore share transfers, leading to retrospective amendments. o Cairn U. K. Holdings Limited v. DCIT (March 9, 2017) upheld a INR 103 billion tax demand, later settled via legislation. ● Non-Compete Payments: o Pentasoft Technologies Ltd v DCIT [(2014) 222 Taxman 209 (Mad)] held noncompete rights eligible for depreciation if part of composite agreements. ● Depreciation on Goodwill: o CIT v Smifs Securities [(2012) 348 ITR 302 (SC)] allowed depreciation on goodwill under Section 32(1)(ii), impacted by Finance Act, 2021 changes. ● Anti-Abuse Rules: o In Re: Gabs Investments Pvt Ltd (August 30, 2018) saw NCLT reject a scheme for tax avoidance, highlighting GAAR concerns. These cases provide legal clarity for structuring M&A deals.

Practical Problems Companies face numerous tax-related challenges in M&A, including: ● Ensuring transactions qualify for tax exemptions under Section 47(vii). ● Navigating carry-forward of losses under Section 72A, requiring continuity of operations. ● Managing indirect transfer provisions, especially post-Vodafone and Cairn. ● Determining tax treatment of non-compete payments and goodwill depreciation. ● Avoiding GAAR invocation by demonstrating commercial rationale.

● Handling cross-border tax planning with DTAAs and ensuring compliance with withholding tax and transfer pricing rules. ● Addressing GST and stamp duty implications on asset transfers. These issues require expert advice to optimize tax outcomes. 6 Comprehensive Analysis of Case Laws and Practical Problems in Tax Implications of M&A in India Mergers and acquisitions (M&A) are pivotal strategies for corporate growth and market expansion in India, governed by the Companies Act, 2013, and the Income Tax Act, 1961. The tax implications of these transactions are complex, shaped by landmark judicial precedents and practical challenges faced by companies. This analysis provides an exhaustive examination of key case laws and the practical problems encountered, ensuring a holistic understanding for stakeholders.

Legal Framework and Judicial Precedents The tax treatment of M&A transactions is influenced by several landmark cases that have clarified critical aspects: Cases on Capital Gains Tax Exemptions ● "Master Raghuveer Trust" [(1985) 151 ITR 368 (Kar. )]: This case established that amalgamation does not constitute a "transfer" under Section 2(47) of the Income Tax Act (ITA) when shareholders receive shares, bonds, or other securities from the amalgamated company instead of cash. The court held, "Amalgamation does not constitute a 'transfer' under Section 2(47) when shareholders receive shares from the amalgamated company," ensuring no capital gains tax is levied, thus promoting tax neutrality for shareholders. ● "M. C. T. M Corporation" [(1996) 7 SCC]: This case reinforced the principle, holding "No 'transfer' for tax purposes in amalgamation if shareholders receive shares or

6 Tax-Issues-in-M&A-Transactions-A5-3.pdf, (Aug. 25, 2020),

https://www.nishithdesai.com/fileadmin/user_upload/pdfs/Research%20Papers/Tax_Issues_in_M_A.pdf.

securities," further solidifying the tax-neutral treatment of amalgamations under Indian law. ● "Grace Collis" [(2001) 248 ITR 323 (SC)]: The Supreme Court introduced a nuance, holding that the transfer of shares in an amalgamation can be considered an "extinguishment of rights" under Section 2(47), making it taxable unless it qualifies for exemption under Section 47(vii). The court stated, "Transfer of shares in amalgamation is 'extinguishment of rights,' taxable unless exempted," emphasizing the need for strict compliance with exemption conditions. Cases on Indirect Transfers ● "Vodafone International Holdings BV v.

Union of India" [(2012) 6 SCC 613]: This landmark case addressed offshore share transfers, ruling "No tax liability in India for offshore share transfers without direct transfer of Indian assets," leading to significant legislative changes through retrospective amendments in 2012 to tax indirect transfers from April 1, 1962. ● "Cairn U. K. Holdings Limited v. DCIT" (Decision dated March 9, 2017, ITA No. 1669/Del/2016): The Delhi High Court upheld a capital gains tax demand of INR 103 billion on an indirect transfer involving Indian assets, later settled through arbitration via the Taxation Laws (Amendment) Act, 2021. The case highlighted, "Capital gains tax applies to indirect transfers involving substantial Indian assets," underscoring the complexities of taxing such transactions.

Cases on Non-Compete Payments ● "Pentasoft Technologies Ltd v DCIT" [(2014) 222 Taxman 209 (Mad)]: This case clarified the tax treatment of non-compete payments, holding "Non-compete rights eligible for depreciation if part of composite agreements," if bundled with other intangibles like copyrights or patents under Section 32(1)(ii). This ruling impacts M&A structuring for non-compete clauses. ● "Sharp Business System v. CIT" [(2012) 211 Taxman 576 (Delhi)]: Contrarily, it held non-compete rights not similar to know-how or patents, thus not eligible for depreciation, affecting tax deductions in M&A deals.

Cases on Depreciation on Goodwill ● "CIT v Smifs Securities" [(2012) 348 ITR 302 (SC)]: The Supreme Court held "Goodwill eligible for depreciation as a business or commercial right," under Section 32(1)(ii), significant for M&A valuation until the Finance Act, 2021 excluded goodwill from depreciable assets starting April 1, 2021. ● "Areva T&D India Ltd v. DCIT" [(2012) 345 ITR 421 (Delhi)]: Relied on Smifs Securities, allowing depreciation on goodwill arising on amalgamation, impacting tax planning for such transactions. ● "CIT v. Hindustan Coca Cola Beverages Pvt Ltd" [(2011) 331 ITR 192 (Delhi)]: Supported Smifs, allowing depreciation on goodwill, now limited by 2021 amendments. Cases on Anti-Abuse Rules ● "In Re: Gabs Investments Pvt Ltd" (Decision dated August 30, 2018, CSP Nos. 995, 996 of 2017 in CSA Nos.

791 and 792 of 2017): The NCLT Mumbai rejected an amalgamation scheme, holding "Amalgamation schemes can be rejected if primarily aimed at tax avoidance," seen as an indirect invocation of General Anti- Avoidance Rules (GAAR), affecting scheme approvals. ● "In Re: PIPL Management Consultancy and Investment Private Limited and Ors. " (Decision dated November 12, 2018, Company Petition CAA – 284/ND/2017 with CA (CAA) - 85(ND) of 2017): NCLT Delhi sanctioned an amalgamation, rejecting tax authority objections, holding tax reduction not per se unfavorable, supporting legitimate tax-efficient structures. Other Relevant Cases ● "Salora International" [(2016) 386 ITR 580 (Delhi), appeal pending [2016] 242 Taxman 474 (SC)]: Held part consideration paid to shareholders in demerger is taxable, denying income diversion, impacting tax computation in demergers. ● "Adani Gas" [ITA Nos.

2241 & 2516/Ahd/2011 (Ahmedabad ITAT)]: Allowed MAT

credit transfer in demergers, pro rata basis, clarifying loss carry-forward strategies. ● "TCS E-Serve International" [Decision dated August 28, 2019, ITA No. 2779/Mum/2018 (Mumbai ITAT)]: Permitted MAT credit continuation for SEZ units post-demerger, reinforcing statutory recognition. Practical Problems Faced by Companies Companies engaging in M&A transactions in India face numerous practical challenges due to the intricate nature of tax laws and regulatory requirements. Below are detailed issues, organized by category: Category Practical Problem Examples/Impact Ensuring transactions qualify for Disputes over "extinguishment of Capital Gains exemptions under Section 47(vii), rights," requiring careful Tax Planning post-"Grace Collis. " structuring to avoid tax.

Meeting Section 72A conditions Challenges in maintaining 75% Carry-Forward for loss carry-forward, proving fixed assets' book value for 5 years of Losses business continuity. post-merger.

Category Practical Problem Examples/Impact Adjusting strategies post-Finance Pre-existing goodwill may still be Depreciation on Act, 2021, excluding goodwill depreciable, affecting valuation Goodwill from depreciation. and tax planning. Ensuring structures not seen as tax Demonstrating commercial Anti-Abuse avoidance, per "Gabs rationale to avoid

GAAR

Rules (GAAR) Investments." invocation, impacting approvals. Drafting clauses for favorable tax Ensuring non-taxability of Indemnity treatment, per "Aberdeen Claims indemnity payments, avoiding Provisions Administration." withholding tax liabilities. Insolvency and Managing tax liabilities in Addressing priority of tax dues Bankruptcy distressed

M&A,

per "Leo during liquidation, impacting Code Edibles & Fats Ltd." successor liability.

Category Practical Problem Examples/Impact Accurate valuation to avoid Engaging merchant bankers for fair Valuation Issues disputes, per minimum valuation market value, avoiding penalties rules. for undervaluation. Withholding Tax Withholding taxes on payments > Non-compliance leads to penalties, Compliance INR 5 million, per "Bharti Airtel." impacting deal timelines. Ensuring arm's length pricing in Documenting functions, assets, Transfer Pricing related party transactions, per risks (FAR) to justify pricing, "Nalwa Investment." avoiding adjustments. Determining GST on business Ensuring compliance, avoiding

GST

transfers, exempt as going GST on asset transfers, impacting Implications concern per law. costs. Incorrect calculation leads to Calculating state-wise stamp duty, Stamp Duty penalties, affecting document per "Real Image LLP." validity.

Category Practical Problem Examples/Impact Failure to uncover issues leads to Tax Due Identifying potential liabilities, post-deal disputes, impacting deal Diligence per "DCIT v JCT Limited." value. These practical problems highlight the need for expert legal and tax advice to navigate the complexities of M&A transactions while optimizing tax outcomes Government's Response and Potential Solutions The Indian government has taken several steps to address the challenges faced by FIIs in M&A transactions. Some of the key measures include:

1. Reversal of Retrospective Taxation

In response to investor concerns, the Indian government reversed the retrospective amendments introduced in the Vodafone case, thus providing a more stable tax environment for foreign investors.

2. Revised DTAAs

India has revised its DTAA agreements with several countries, including Mauritius and Singapore, to prevent tax abuse and ensure that India’s tax system remains fair and transparent. These changes aim to eliminate loopholes that allowed multinational companies to exploit tax treaties for tax avoidance.

3. Implementation of SAFE (Simplified and Transparent Tax Framework)

The Indian government has proposed the SAFE framework to simplify and streamline the tax procedures involved in M&A transactions, particularly for cross-border deals. This initiative aims to reduce delays, eliminate uncertainties, and provide a more investor-friendly environment.

4. Addressing GAAR Concerns

To alleviate concerns about the application of GAAR, the government has provided clearer guidelines on its implementation and scope. This provides foreign investors with a better understanding of how the rules will be applied to M&A structures.

5. Increased Scrutiny of Indirect Transfers

The government has increased scrutiny of indirect transfers involving foreign investors and Indian assets, ensuring that such transactions comply with Indian tax laws while maintaining a balance with international tax obligations. 7 Conclusion M&A transactions in India are subject to complex tax implications that require businesses to carefully consider their legal and financial strategies. From capital gains tax to loss carryforward provisions and cross-border tax considerations, the regulatory framework governing M&A deals is multifaceted. While there are clear benefits to structuring tax-efficient deals, challenges such as regulatory delays, cross-border tax complexities, and the application of GAAR remain. As India’s economy continues to grow and its M&A landscape becomes increasingly globalized, the need for a clearer, more predictable tax regime is paramount.

A simplified and transparent tax structure will not only foster investor confidence but also support the long-term growth and success of businesses in India’s evolving corporate sector. 7 Indian cross-border M&A: High-valuation hurdles and the hopeful path ahead, White & Case LLP (Dec. 9, 2024), https://www. whitecase. com/insight-our-thinking/investing-india-cross-border-ma.