Category Archives: Chapter XV – CA2013

COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS

Companies Act 2013 Amended by Insolvency and Bankruptcy Code 2016


A notification issued by Ministry of Corporate Affairs notified section 255 of the Insolvency and Bankruptcy Code, 2016. By virtue of notification of Section 255 of Insolvency and Bankruptcy Code, 2016; the Companies Act, 2013, stands amended in accordance with Schedule XI of the IBC2016 with effect from 15th November 2016. We shall have a short discussion here.

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Notification of Sections Relevant for NCLT


Yesterday late evening, I posted here about press release issued by Ministry of Corporate Affairs. Soon thereafter, two files uploaded on Official Gazette website with two notifications in each. In earlier post here today, we discussed establishment and jurisdiction of various NCLT benches.

In this post, we will have a bird’s eye view on Sections notified on 1st June 2016 related to NCLT.

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OTHER ISSUES IN COMPROMISE, ARRANGEMENT, MERGER AND AMALGAMATION


These schemes of corporate reconstruction have many inbuilt complex issues. The law has to care about all these complexities.

SHARES OF DISSENTING SHAREHOLDERS (SECTION 235):

Where a scheme or contract involving the transfer of shares or any class of shares in a transferor company to a transferee company has been approved by the shareholders or class of shareholders, the transferee company may give notice to any dissenting shareholder that it desires to acquire his share. The conditions are –

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MERGER OR AMALGAMATION


We will discuss merger and amalgamation in this post

MERGER AND AMALGAMATION (SECTION 232):

The Tribunal, Merger, amalgamation or demerger is proposed in the application of compromise and arrangement under Section 230 (i) of the company, or (ii) of the creditors, or (iii) of the members of the company (iv) of the liquidator of company under liquidation, may order the meeting (A) Creditors or class of creditors, or (B) of the members or class of members, (x) to be called, (y) held and (z) conducted in the manner directed by the Tribunal.

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COMPROMISE AND ARRANGEMENT


In this and next few post, we will discuss legal principles contained in Chapter XV of the Act.

POWER TO COMPROMISE AND ARRANGEMENT (SECTION 230):

A compromise or arrangement may be –

(a)  between a company and its creditors or any class of them; or

(b) between a company and its members or any class of them.

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