Income tax act as a transfer pursuant to a scheme of arrangement under sections 391 394 of the companies act, 1956. Companies act, 1956 bare acts law library advocatekhoj. Section 263a sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc. Jul 26, 2011 12 whether accounting treatment clause is as per accounting standard 14 and in tune with the provisions of sec. Section 3994 of the companies act, 1956 guidelines for rds. Mhcl is a government company within the meaning of section 617 of the. Circfddll520 dated february 04, 20 read with circular no.
Stockholdings limited hbsl and hb estate developers limited hbedl under sec 391 394 of the companies act, 1956, sec 100 to 104 of the companies act, 1956, sec, 52, 61 of the companies act, 20 the act and or applicable provisions of the act. Notice to be given to central government for applications under sec tions 391 and 394. The provisions relating to merger and amalgamation are contained in sections 390 to 396a in chapter v of part vi of the companies act, 1956. Matters to be stated and reports to be set out in prospectus 57. Table containing provisions of companies act, 20 as notified up to date and corresponding provisions thereof under companies act, 1956. Petition under sec 391 to 394 of the companies act. Explore the companies act 20 and companies act 1956. Financial restructuring and its impact on corporate performance in india 142 5. Sec 3944b of the companies act, 1956 theactdefinestransferee company to include any co. Bombay hc interprets section 109a of companies act, 1956 that empowers shareholder to nominate a. Procedure for sec 3994 of companies act, 1956 approval of the scheme by board of directors of the companies considering proposal for merger and amalgamation preparation of scheme of amalgamation filing of scheme with the stock exchanges, sebi for their approval, if listed shares filing of application in high court.
Company, incorporated under the companies act, 1956, and having its registered office at 5, bawali mondal road, kolkata 700026 and bnk securities private limited is the transferee company, incorporated under the companies act, 1956, and having its registered office at 2, palm avenue, ground floor, kolkata700019. Slump sale vs demerger business transfer agreement. Income tax act as a transfer pursuant to a scheme of arrangement under sections 3994 of the companies act, 1956. Share capital to stand increased where an order is made under section 814. Table containing provisions of companies act, 20 as notified up to 28. In the matter of composita scheme of amalgamation and arrarwemert sections 391 394 read with sectlon 100 to 103 at companies act, 1956 atil tn matter of gularat gas company limited. Provisions for facilitating reconstruction and amalgamation of companies. Stockholdings limited hbsl and hb estate developers limited hbedl under sec 3994 of the companies act, 1956, sec 100 to 104 of the companies act, 1956, sec, 52, 61 of the companies act, 20 the act and or applicable provisions of the act. Powers of securities and exchange board of india 56.
Transferor company to include any body corporate, whether a co. So the structure most suitable structure is to be selected after evaluating strategy, financial implications and other objectives of the company. Emaar india communicated to its customers about initiating the process of demerger of the company pursuant to a scheme of arrangement under section 391 394 of the companies act, 1956 and filing such scheme with delhi high court. Sections 3994 of the companies act, 1956, read with section 52 and section 66 of the act erstwhile sections 100 to 103 of the companies act, 1956 scheme, we would like to inform that the national company law tribunal nclt, chandigarh bench has today. Power to compromise or make arrangements with creditors and members. Act, 1956 42 of 1956, such allotment shall not be void until the dismissal of the appeal. Section 394 of companies act, 20 annual reports on. Section 391 of the companies act, 1956 is a boon to corporate restructuring. Section 394 in the companies act, 1956 indian kanoon.
Presentation on compromise arrangement proxy voting. Procedure under sec 3994 of companies act, 1956 indian institute of corporate affairs iica indian institute of corporate affairs iica regulatory moves in case of restructuring involves listed company sebi has also increase transparency and more disclosure to protect the interest of. Where an application is made to the court under section 391 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that section. Presentation on compromise arrangement proxy voting board. Discretionary power of the courts, section 391 and 394 of the companies act, 1956 suggested citation. Mergers and amalgamations are regulated under the provisions of the companies act, 1956 whereas takeovers are regulated under the sebi substantial acquisition of shares and takeovers regulations. Demerger under section 391 to 394 of the companies act, 1956 the primary purpose while going for a demerger is to have focused attention on both businesses. Sections 391 394 and other relevant provisions of the act defined hereinafter, for such consideration and in such manner as provided for in this scheme defined hereinafter. Updated and amended bare acts in pdf format of companies act 1956 and companies act 20. Jindal coke limited under the provision of sec 3994 read with 100103 of the companies act, 1956 and other relevant provision of companies act, 1956 and or companies act, 20 was approved by the board of directors in its meeting held on december 29, 2014. Section 3994 of the companies act, 1956 guidelines for. Whether the indian laws of financial restructuring help you.
Any proposal of amalgamation or merger begins with the process of due diligence, as the proposal for merger without due diligence is like entering a tunnel with darkness growing with each step. Dec 29, 2015 the provisions relating to merger and amalgamation are contained in sections 390 to 396a in chapter v of part vi of the companies act, 1956. Companies not to be registered with undesirable names 21. Critical aspects and compliances issues of corporate. Merger and amalgamation of companies effective from 15th december, 20161 where an application is made to the tribunal under section 230 for the sanctioning of a compromise or an arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the tribunal a that the compromise or. Section 3994 of the companies act, 1956 are one of the most deliberated topics in the corporate laws. This is a ready reckoner for the information of stakeholders. Hc allows appeal us 10f of companies act, 1956, sets aside clb order passed us 111 that directed the company to rectify the register of members as clb did not follow natural justice principles. No person to be a director of more than twenty companies. The company develops residential and commercial projects in different parts of india, including gurugram, delhincr, mohali. Companies act, 1882 6 of 1882, or in table a in the first schedule annexed to the indian companies act, 19 7 of 19, or in table a in schedule i annexed to this act. Article is an analysis of bombay hcs judgment which has clarified the provisions for court convened meeting, passing a resolution through postal ballot and passing a resolution by electronic voting us 3994 of cos. Companies act, 1882 6 of 1882, or in table a in the first schedule annexed to the indian.
Exclusion of certain directorships for the purposes of sections 275, 276 and 2. Procedure for sec 391 394 of companies act, 1956 approval of the scheme by board of directors of the companies considering proposal for merger and amalgamation preparation of scheme of amalgamation filing of scheme with the stock exchanges, sebi for their approval, if listed shares filing of application in high court. Regional director objections dismissed hc sanctions scheme of arrangement filed us 391 394 of companies act, 1956 for hiving off united. Consequent upon the amalgamation of the companies, the transferor company shall stand dissolved without going through the process of winding up. Section 391 394 of the companies act, 1956 are one of the most deliberated topics in the corporate laws. Hence, sanction is hereby granted to the abovementioned scheme of arrangement under section 3912 read with section 394 of the companies act, 1956. To assure its customers about completion of ongoing projects, it also shared the target completion schedules for all. Such scheme includes merger, amalgamation, demerger and arrangements by company with its shareholders or creditors. Deals with section 391 394 deals with section 395 note under section 396 of companies act, 1956 central government may amalgamate two companies in public interest consolidation of businesses entities divest noncore business acquiring interest in new business entity restructuring within the company tools of re structuring. The proceedings for oppression and mismanagement, under section 397 and 398 of the companies act, 1956, were the efficacious remedy enacted under the special act, in the company law board. A comprehensive section, which includes merger demerger reverse. Procedure for merger and amalgamation is different from takeover. This scheme under sections 391 to 394 of the companies act, 1956, provides for the transfer of entire business of transferred undertaking defined hereinafter of the. Apr 04, 20 the companies act 1956 1st page repealed see the companies act 20 the companies act 1956 2nd page repealed see the companies act 20 repealed see the companies act 20 part i preliminary 1.
Arrangement approved by honble high court of delhi vide order dated 26th august, 2003 under sec. Section 391 and 394 of the companies act sanctioning the scheme are filed. This report of audit committee is made in order to comply with the requirements of circular no. Annual reports on government companies effective from 12th september, 20 1 where the central government is a member of a government company, the central government shall cause an annual report on the working and affairs of that company to be a prepared within three months of its annual general meeting before which the. Fortis healthcare limited towera, unitech business park. Section 264 consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the registrar. Provisions of ca, 20 and corresponding provisions thereof. Sections 3994 and other relevant provisions of the act defined hereinafter, for such consideration and in such manner as provided for in this scheme defined hereinafter. This report of audit committee is made in order to comply with the requirements of circular. Sec 394 provisions for facilitating reconstruction and amalgamation of companies.
Sebi takeover code in case of acquisition byof a listed. Noteworthy rulings on corporate restructuring scheme of. Emaar india is a real estate developer principally engaged in promotion, construction, development and sale of integrated townships, residential and commercial multi storied buildings, houses, flats, shopping malls, hotels, and other developments. Choice by person becoming director of more than twenty companies after commencement of act. An act to reform company law and restate the greater part of the enactments relating to companies. Memorandum and articles of association of tata communications. Article in the souvenir backgrounder for annual regional conference conducted by wirc of icsi. In 2015, there have been significant and noteworthy rulings on mergers and amalgamations, wherein high. Fairness opinion on valuation of natco pharma and natco organics hyderaa page admin office. Companies act 1956, 20 pdf bare act, bare act pdf, law. Choice to be made by director of more than twenty companies at commencement of act.