This document summarizes key differences between provisions governing schemes of arrangements and compromises under the existing Companies Act of 1956 and the proposed Companies Bill of 2012. Some key changes proposed in the Bill include transferring power to sanction schemes from courts to a tribunal, additional disclosure requirements for schemes, and provisions to facilitate mergers and amalgamations between Indian and foreign companies. The document provides a section-by-section comparative analysis of the relevant sections and clauses under the two laws.
Compromises, Arrangements & Amalgamations with special reference to Protectio...Corporate Professionals
A presentation ‘Compromises, Arrangements & Amalgamations with Special reference to Protection of Minority & Dissenting Shareholders under Companies Act, 2013 ‘ given by Mr. Chander Sawhney at IICA
Section 230 to 233 of Companies Act, 2013
Procedure for Scheme of Compromise, Amalgamation and Arrangement.
Also it covers the newly introduced Sec. 233 of Companies Act, 2013 for FAST TRACK MERGER
Fast track merger and cross border merger under companies act, 2013DVSResearchFoundatio
OBJECTIVE
In order to streamline the process of merger or amalgamation, Companies Act, 2013 (the Act) has brought in simplified procedures to enable the same. Apart from the regular provisions stipulated for merger or amalgamation of Companies under Section 232 of the Act, for certain companies the process has been even more relaxed. This process is popularly termed as Fast Track Merger and is covered under Section 233 of the Act read with Rules made there under. Also, provisions are enshrined in the Act for merger or amalgamation of Company with Foreign Company which is otherwise called as Cross Border Merger.
In this webinar, we shall look upon the aspects of procedures involved in fast track merger and cross border merger, secretarial compliances and relevant statistics.
Union Budget 2020:Clause by Clause Analysis of Direct Tax ProvisionsDVSResearchFoundatio
OBJECTIVE
Union Budget 2020 has come up with various amendments relating to direct tax as well as indirect tax provisions. The webinar shall focus on clause by clause analysis of amendments of the direct tax provisions, including the backdrop under which these amendments are proposed and the insights on the impact it will have on the masses as a whole.
Compromises, Arrangements & Amalgamations with special reference to Protectio...Corporate Professionals
A presentation ‘Compromises, Arrangements & Amalgamations with Special reference to Protection of Minority & Dissenting Shareholders under Companies Act, 2013 ‘ given by Mr. Chander Sawhney at IICA
Section 230 to 233 of Companies Act, 2013
Procedure for Scheme of Compromise, Amalgamation and Arrangement.
Also it covers the newly introduced Sec. 233 of Companies Act, 2013 for FAST TRACK MERGER
Fast track merger and cross border merger under companies act, 2013DVSResearchFoundatio
OBJECTIVE
In order to streamline the process of merger or amalgamation, Companies Act, 2013 (the Act) has brought in simplified procedures to enable the same. Apart from the regular provisions stipulated for merger or amalgamation of Companies under Section 232 of the Act, for certain companies the process has been even more relaxed. This process is popularly termed as Fast Track Merger and is covered under Section 233 of the Act read with Rules made there under. Also, provisions are enshrined in the Act for merger or amalgamation of Company with Foreign Company which is otherwise called as Cross Border Merger.
In this webinar, we shall look upon the aspects of procedures involved in fast track merger and cross border merger, secretarial compliances and relevant statistics.
Union Budget 2020:Clause by Clause Analysis of Direct Tax ProvisionsDVSResearchFoundatio
OBJECTIVE
Union Budget 2020 has come up with various amendments relating to direct tax as well as indirect tax provisions. The webinar shall focus on clause by clause analysis of amendments of the direct tax provisions, including the backdrop under which these amendments are proposed and the insights on the impact it will have on the masses as a whole.
Companies Act, 2013 - ICSI Thrissur - Directors, Meetings, Public vs Private ...SASPARTNERS
This presentation is solely the effort of SAS Partners Corporate Advisors Private Limited, Chennai.
It gives an insight on the provisions and compliances relating to Public vs Private Company - Degree of Indifference, Directors, Meetings, Audit & Accounts, Role of Company Secretary and other new concepts which have been introduced.
This presentation will also act as a ready reckoner for practising and corporate professionals to have an access to easy first hand information and will help in better understanding of the law.
Key Takeaways
Analysis of definitions in Income tax act and treaties
Taxability under the act and treaties
IRoyalty vs. Business income
Illustrative Cases
Judicial Precedents
What are the key elements of the companies (amendment) bill, 2020DVSResearchFoundatio
Key Takeaways:
Salient features of the Bill
Decreminalisation of offences
Initiatives on ease of living to law abiding corporates
Relaxations under various provisions of the Act
OBJECTIVE
Compromise and arrangement is a form of Corporate Restructuring where company enters into an agreement with its creditors or members to reorganise the capital structure of the company. The webinar covers the aspects of statutory provisions pertaining to compromise and arrangement under Companies Act, 2013 in detail along with judicial precedents.
Companies Act, 2013-Presentation on Accounts & AuditSASPARTNERS
A detailed presentation prepared by SAS Partners Team, Chennai which gives an insight to the important provisions on Chapter IX - Accounts & Audit under Companies Act, 2013. This can be used by the Corporates, Professionals and Students as a ready reckoner for better understanding of the provisions and easy reference.
This book is a complete compendium of Companies Act, 2013 (‘Act’) and Rules prescribed thereunder. It also covers Circulars and Notifications issued under the Act.
The Present Publication is the 14th Edition, which incorporates all the changes made by the Companies (Amendment) Act, 2020 and all changes made up to 8th October 2020. This book is divided into the following 3 divisions:
· Companies Act, 2013 with Rules
· Other Rules
· Circulars, Notifications issued under the Companies Act, 2013
This book incorporates the following:
· A guide to the Companies (Amendment) Act, 2020
· Annotated text of Companies Act 2013 [As Amended by Companies (Amendment) Act 2020] and Rules framed thereunder
· Text of relevant Rules is given along with text of relevant Section of Companies Act 2013
· Annotation under each section shows:
o Related Rules and Forms
o Exemptions available to private companies /Government companies/Nidhis/Charitable Companies/Unlisted Public Company/Private Company operating from IFSCs located in SEZ
o Gist of relevant Circulars and Notifications
o Date of enforcement of provision
o Corresponding provision under the 1956 Act
o Words & Phrases judicially noticed
o Allied Laws referred to in the provision, and
o Relevant provisions of SEBI Rules/SS-1 to SS-4/Listing Obligations/Table F of Schedule.
· Text of Circulars & Notifications issued under Companies Act 2013 as well as SS-1to SS
· Provisions of other Acts referred to in Companies Act, 2013
· Words & Phrases Judicially defined
The Companies Act, 2013 introduce the novel concepts fast track merger for Small Companies and Holding and its wholly owned subsidiary Companies. This is the first significant change to merger and amalgamations regime in the last six decades, with the previous Companies Act having been in place since 1956.
Companies Act, 2013 - ICSI Thrissur - Directors, Meetings, Public vs Private ...SASPARTNERS
This presentation is solely the effort of SAS Partners Corporate Advisors Private Limited, Chennai.
It gives an insight on the provisions and compliances relating to Public vs Private Company - Degree of Indifference, Directors, Meetings, Audit & Accounts, Role of Company Secretary and other new concepts which have been introduced.
This presentation will also act as a ready reckoner for practising and corporate professionals to have an access to easy first hand information and will help in better understanding of the law.
Key Takeaways
Analysis of definitions in Income tax act and treaties
Taxability under the act and treaties
IRoyalty vs. Business income
Illustrative Cases
Judicial Precedents
What are the key elements of the companies (amendment) bill, 2020DVSResearchFoundatio
Key Takeaways:
Salient features of the Bill
Decreminalisation of offences
Initiatives on ease of living to law abiding corporates
Relaxations under various provisions of the Act
OBJECTIVE
Compromise and arrangement is a form of Corporate Restructuring where company enters into an agreement with its creditors or members to reorganise the capital structure of the company. The webinar covers the aspects of statutory provisions pertaining to compromise and arrangement under Companies Act, 2013 in detail along with judicial precedents.
Companies Act, 2013-Presentation on Accounts & AuditSASPARTNERS
A detailed presentation prepared by SAS Partners Team, Chennai which gives an insight to the important provisions on Chapter IX - Accounts & Audit under Companies Act, 2013. This can be used by the Corporates, Professionals and Students as a ready reckoner for better understanding of the provisions and easy reference.
This book is a complete compendium of Companies Act, 2013 (‘Act’) and Rules prescribed thereunder. It also covers Circulars and Notifications issued under the Act.
The Present Publication is the 14th Edition, which incorporates all the changes made by the Companies (Amendment) Act, 2020 and all changes made up to 8th October 2020. This book is divided into the following 3 divisions:
· Companies Act, 2013 with Rules
· Other Rules
· Circulars, Notifications issued under the Companies Act, 2013
This book incorporates the following:
· A guide to the Companies (Amendment) Act, 2020
· Annotated text of Companies Act 2013 [As Amended by Companies (Amendment) Act 2020] and Rules framed thereunder
· Text of relevant Rules is given along with text of relevant Section of Companies Act 2013
· Annotation under each section shows:
o Related Rules and Forms
o Exemptions available to private companies /Government companies/Nidhis/Charitable Companies/Unlisted Public Company/Private Company operating from IFSCs located in SEZ
o Gist of relevant Circulars and Notifications
o Date of enforcement of provision
o Corresponding provision under the 1956 Act
o Words & Phrases judicially noticed
o Allied Laws referred to in the provision, and
o Relevant provisions of SEBI Rules/SS-1 to SS-4/Listing Obligations/Table F of Schedule.
· Text of Circulars & Notifications issued under Companies Act 2013 as well as SS-1to SS
· Provisions of other Acts referred to in Companies Act, 2013
· Words & Phrases Judicially defined
The Companies Act, 2013 introduce the novel concepts fast track merger for Small Companies and Holding and its wholly owned subsidiary Companies. This is the first significant change to merger and amalgamations regime in the last six decades, with the previous Companies Act having been in place since 1956.
Serial Killers - or Deserialization for fun and profitblaufish
Overview of different published de-serialization flaws in multiple different frameworks; Java, RMI, Struts, Spring, Ruby, PHP etc. Presented at Opkoko 2013.1.
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
Buzz on Corporate Laws: eNewsletter: July 2014 Part 2 issuePrakash Pandya
Buzz on Corporate Laws, an eNewsletter of P. K. Pandya & Co.: July 2014 Part - 2 issue - covers legal updates. To subscribe http://newsletter.pkpandya.com/?p=subscribe&id=1
OBJECTIVE
Slump sale is a method of corporate restructuring. Slump sale is generally undertaken to hive off a part of the business division, to weed out a loss making division and to focus on the core business activities and improve its performance. The webinar covers the provisions under Companies Act, 2013, secretarial compliance aspects and judicial precedents.
JMeter webinar - integration with InfluxDB and GrafanaRTTS
Watch this recorded webinar about real-time monitoring of application performance. See how to integrate Apache JMeter, the open-source leader in performance testing, with InfluxDB, the open-source time-series database, and Grafana, the open-source analytics and visualization application.
In this webinar, we will review the benefits of leveraging InfluxDB and Grafana when executing load tests and demonstrate how these tools are used to visualize performance metrics.
Length: 30 minutes
Session Overview
-------------------------------------------
During this webinar, we will cover the following topics while demonstrating the integrations of JMeter, InfluxDB and Grafana:
- What out-of-the-box solutions are available for real-time monitoring JMeter tests?
- What are the benefits of integrating InfluxDB and Grafana into the load testing stack?
- Which features are provided by Grafana?
- Demonstration of InfluxDB and Grafana using a practice web application
To view the webinar recording, go to:
https://www.rttsweb.com/jmeter-integration-webinar
GraphRAG is All You need? LLM & Knowledge GraphGuy Korland
Guy Korland, CEO and Co-founder of FalkorDB, will review two articles on the integration of language models with knowledge graphs.
1. Unifying Large Language Models and Knowledge Graphs: A Roadmap.
https://arxiv.org/abs/2306.08302
2. Microsoft Research's GraphRAG paper and a review paper on various uses of knowledge graphs:
https://www.microsoft.com/en-us/research/blog/graphrag-unlocking-llm-discovery-on-narrative-private-data/
The Art of the Pitch: WordPress Relationships and SalesLaura Byrne
Clients don’t know what they don’t know. What web solutions are right for them? How does WordPress come into the picture? How do you make sure you understand scope and timeline? What do you do if sometime changes?
All these questions and more will be explored as we talk about matching clients’ needs with what your agency offers without pulling teeth or pulling your hair out. Practical tips, and strategies for successful relationship building that leads to closing the deal.
Neuro-symbolic is not enough, we need neuro-*semantic*Frank van Harmelen
Neuro-symbolic (NeSy) AI is on the rise. However, simply machine learning on just any symbolic structure is not sufficient to really harvest the gains of NeSy. These will only be gained when the symbolic structures have an actual semantics. I give an operational definition of semantics as “predictable inference”.
All of this illustrated with link prediction over knowledge graphs, but the argument is general.
Software Delivery At the Speed of AI: Inflectra Invests In AI-Powered QualityInflectra
In this insightful webinar, Inflectra explores how artificial intelligence (AI) is transforming software development and testing. Discover how AI-powered tools are revolutionizing every stage of the software development lifecycle (SDLC), from design and prototyping to testing, deployment, and monitoring.
Learn about:
• The Future of Testing: How AI is shifting testing towards verification, analysis, and higher-level skills, while reducing repetitive tasks.
• Test Automation: How AI-powered test case generation, optimization, and self-healing tests are making testing more efficient and effective.
• Visual Testing: Explore the emerging capabilities of AI in visual testing and how it's set to revolutionize UI verification.
• Inflectra's AI Solutions: See demonstrations of Inflectra's cutting-edge AI tools like the ChatGPT plugin and Azure Open AI platform, designed to streamline your testing process.
Whether you're a developer, tester, or QA professional, this webinar will give you valuable insights into how AI is shaping the future of software delivery.
Key Trends Shaping the Future of Infrastructure.pdfCheryl Hung
Keynote at DIGIT West Expo, Glasgow on 29 May 2024.
Cheryl Hung, ochery.com
Sr Director, Infrastructure Ecosystem, Arm.
The key trends across hardware, cloud and open-source; exploring how these areas are likely to mature and develop over the short and long-term, and then considering how organisations can position themselves to adapt and thrive.
Elevating Tactical DDD Patterns Through Object CalisthenicsDorra BARTAGUIZ
After immersing yourself in the blue book and its red counterpart, attending DDD-focused conferences, and applying tactical patterns, you're left with a crucial question: How do I ensure my design is effective? Tactical patterns within Domain-Driven Design (DDD) serve as guiding principles for creating clear and manageable domain models. However, achieving success with these patterns requires additional guidance. Interestingly, we've observed that a set of constraints initially designed for training purposes remarkably aligns with effective pattern implementation, offering a more ‘mechanical’ approach. Let's explore together how Object Calisthenics can elevate the design of your tactical DDD patterns, offering concrete help for those venturing into DDD for the first time!
Dev Dives: Train smarter, not harder – active learning and UiPath LLMs for do...UiPathCommunity
💥 Speed, accuracy, and scaling – discover the superpowers of GenAI in action with UiPath Document Understanding and Communications Mining™:
See how to accelerate model training and optimize model performance with active learning
Learn about the latest enhancements to out-of-the-box document processing – with little to no training required
Get an exclusive demo of the new family of UiPath LLMs – GenAI models specialized for processing different types of documents and messages
This is a hands-on session specifically designed for automation developers and AI enthusiasts seeking to enhance their knowledge in leveraging the latest intelligent document processing capabilities offered by UiPath.
Speakers:
👨🏫 Andras Palfi, Senior Product Manager, UiPath
👩🏫 Lenka Dulovicova, Product Program Manager, UiPath
Accelerate your Kubernetes clusters with Varnish CachingThijs Feryn
A presentation about the usage and availability of Varnish on Kubernetes. This talk explores the capabilities of Varnish caching and shows how to use the Varnish Helm chart to deploy it to Kubernetes.
This presentation was delivered at K8SUG Singapore. See https://feryn.eu/presentations/accelerate-your-kubernetes-clusters-with-varnish-caching-k8sug-singapore-28-2024 for more details.
Smart TV Buyer Insights Survey 2024 by 91mobiles.pdf91mobiles
91mobiles recently conducted a Smart TV Buyer Insights Survey in which we asked over 3,000 respondents about the TV they own, aspects they look at on a new TV, and their TV buying preferences.
DevOps and Testing slides at DASA ConnectKari Kakkonen
My and Rik Marselis slides at 30.5.2024 DASA Connect conference. We discuss about what is testing, then what is agile testing and finally what is Testing in DevOps. Finally we had lovely workshop with the participants trying to find out different ways to think about quality and testing in different parts of the DevOps infinity loop.
1. Article
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COMPROMISESANDARRANGEMENTS UNDER COMPANIESACT
Mergers and acquisitions have always been a topic of corporate interest in the modern times. The complexity of
the laws governing these modes of corporate restructuring makes them even more intriguing and mystifying.
Chapter V comprising of Sections 390 to 396A of the Companies Act, 1956, at present, contain provisions
regarding “Arbitration, Compromises, Arrangements and Reconstructions”. This chapter is a complete code in
itself which contains provisions regarding all forms of compromises with creditors and arrangements with
members.
Companies Bill 2012, which seeks to replace the Companies Act of 1956, has brought with it tremendous
changes and new requirements in almost all spheres of corporate functioning. So is the case with compromises
and arrangements. Chapter XV, comprising of Clauses 230 to 240, holds provisions regarding “Compromises,
Arrangements andAmalgamations” in the Companies Bill of 2012.
In this article, we have endeavored to compile the procedure and provisions governing compromises and
arrangements under the Existing Companies Act, 1956 and the changes/new requirements proposed in the
Companies Bill 2012 in comparison thereat.
The article is structured keeping the provisions of the Existing Companies Act 1956 as the base and the
provisions of the Companies Bill 2012, have been mentioned to the extent they are different from the provisions
of the Existing CompaniesAct 1956.
This section provides interpretation for the purposes of Section 391 and 393.The said Section states that –
· “Company” means any company liable to be wound up under theAct.
· “Arrangement” includes re-organisation of the share capital of the company
· Unsecured creditors who have filed suit or obtained decree are deemed to be of the same class as other
unsecured creditors.
There is no corresponding clause to this effect in the Companies Bill 2012. However, under Clause 230, an
explanation is provided which states that “Arrangement” includes re-organisation of a company's share
capital.
Section 391/Clause 230 is the enabling section which empowers a company to contemplate a scheme of
compromise or arrangement.This section talks about –
· Scheme of compromise between a company and its creditors or any class of them, or
· Scheme of arrangement between a company and its members or any class of them.
SECTION WISE COMPARATIVE ANALYSIS OF PROVISIONS GOVERNING SCHEMES OF
ARRANGEMENTS AND COMPROMISES
Section 390 of the CompaniesAct, 1956
Sirc e-Newsletter January 2013
Section 391 vis a vis Clause 230
2. Article
The section contains that application for the Scheme can be made either by the Company, or by any creditor, or
by a member or by the liquidator in case of company which is being wound up.
The authority before whom an application has to be made is the “High Court” having jurisdiction in the State in
which the registered office of the company is situated. Companies Bill 2012 proposes to authorise the National
Company Law Tribunal (Hereinafter referred to as Tribunal) to sanction all schemes of compromises or
arrangements except in certain specific situations discussed later in this article.
In case any of the above schemes is proposed, the Court/Tribunal may order a meeting of the creditors (or any
class of them) or the members (or any class of them), as the case may be, and the meeting shall be called, held
and conducted in the manner specified by the Court/Tribunal.
A scheme of compromise or arrangement has to be approved by MAJORITY IN NUMBER REPRESENTING
TH
3/4 IN VALUE, of the creditors or members, present at the meeting and voting EITHER IN PERSON OR BY
PROXY. Companies Bill 2012 proposes voting through POSTALBALLOTALSO.
Section 391/Clause 230 requires the applicant to disclose, all material facts relating to the company, to the
Court/Tribunal before an order is passed sanctioning a scheme. These disclosures include – latest financial
position of the company, latest auditors' report, pendency of any investigation proceedings etc. Clause 230
requires an additional disclosure regarding “reduction of share capital, if any, included in the scheme.
Section 391 further states that no order made by the Court shall be effective unless a certified copy of it is filed
with the Registrar and it also requires that a copy of the order has to be annexed to every copy of the MOA
issued after filing order copy with Registrar. Companies Bill 2012 does not contain any express provision to this
effect, except that Clause 230 contains that copy of order has to be filed with Registrar within 30 days of receipt
of order.
Section 393 of the Companies Act, 1956 contains provisions regarding information to be furnished and the
manner of furnishing the information in relation to a scheme of compromise or arrangement. Companies Bill
2012 does not have a separate clause corresponding to Section 393, but most of the provisions of Section 393
have been included under clause 230 itself, with certain amendments.
Section 393 requires that where a notice calling for a meeting of the creditors or members or any class is sent to
a creditor or a member, it shall be accompanied with a statement containing the terms of the compromise or
arrangement and its effect and shall disclose the material interests of the directors, Managing Director or
Manager in their capacity as such or as members or creditors, and the effect of those interests to the extent
different from like interest of other persons.
In case the scheme affects the rights of debenture-holders, the Statement, as aforesaid, shall also include
similar details of debenture trustees as is required to be given for directors.
Clause 230 deviates from Section 393 to the effect that from the language used in Clause 230 it appears that
notice has to be served on all creditors, members and debenture holders individually, irrespective of the kind of
meeting.There is not much change in the requirement of the accompanying documents.
Section 393 further contains that in case a meeting is called by advertisement, it should include the information
as stipulated above, and else it should indicate the place and manner in which copy of the statement can be
obtained by the members or creditors, free of charge. Clause 230 contains that such a notice should specify the
time within which free copy can be obtained from the Registered Office of the Company
Section 393 vis a vis Clause 230
Sirc e-Newsletter January 2013 5/45
3. Article
6/45
Section 393 requires every director, managing director, manager and debenture trustee to provide to the
company all details as may be necessary for the purpose of the said section. It also stipulates a penalty
provision if the requirements of the section are not complied with. There is no corresponding express provision
in Clause 230.
Where a meeting is proposed to be called in pursuance of an order of theTribunal -
· Notice, along with documents as sent to all members and creditors, to be served on Central
Government, Income Tax authorities, RBI, SEBI, ROC, Official Liquidator, respective Stock
Exchanges, Competition Commission of India and such other authorities as may be effected by the
scheme. Notice to state that representations to be received within 30 days else it will be presumed that
there are no representations to make.
· Notice and other documents as mentioned above to be placed on the website of the company, if any
and published in newspapers in the manner as may be prescribed.
· Listed companies to send notice and other documents to SEBI and Stock Exchanges for placing on
their website.
· Notice to state that voting can also be done through proxy or Postal Ballot (within one month of receipt
of notice)
Clause 230 contains that an order of Tribunal to be passed under this clause shall provide for all or any of the
following matters –
· Where the compromise or arrangement provides for conversion of preference shares into equity
shares, such preference shareholders shall be given an option to either obtain arrears of dividend in
cash or accept equity shares equal to the value of the dividend payable
· the protection of any class of creditors
· if the compromise or arrangement results in the variation of the shareholders' rights, it shall be given
effect to under the provisions of section 48, which contains provision regarding variation of share
holders rights.
· Stay of any proceedings pending before the BIFR
· such other matters including exit offer to dissenting shareholders
· Auditors' certificate regarding compliance with accounting standards to be submitted to Tribunal before
passing of order.
· Meeting of creditors may be dispensed with by the Tribunal, if at least 90% of creditors (in value) agree
to the scheme by way of an affidavit.
NEW PROVISIONS PROPOSED UNDER CLAUSE 230 OF COMPANIES BILL2012
Þ With respect to notice requirements –
Þ With respect to order of Tribunal
Þ Other miscellaneous new provisions
Sirc e-Newsletter January 2013
4. Article
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· Any objection to the compromise or arrangement shall be made only by persons holding not less than
ten per cent. of the shareholding or having outstanding debt amounting to not less than five per cent. of
the total outstanding debt as per the latest audited financial statement.
Section 392 of the Companies Act gives power to the Court to implement a compromise or arrangement. It
contains that the Court has the power to supervise the implementation of a scheme and can make
modifications in the scheme which are necessary for the purpose of its proper implementation. It further
empowers the Court to order winding up of the company where the scheme cannot be satisfactorily
implemented with or without modifications.
Clause 231 is similar to Section 392 in all respects except that the authority, as previously stated, is Tribunal
and the use of language is slightly different at one or two places.
Section 394 of the CompaniesAct contains provisions facilitating a scheme of reconstruction or amalgamation.
The said section states that where an application is made to the Court under Section 391 and if it pertains to –
- a scheme of reconstruction or amalgamation, or
- transfer of whole or part of an undertaking of a company (transferor company) to another company
(transferee company) - demerger,
then the Court may, in its order, provide for the all or any of the following matters –
· the transfer of the whole or any part of the undertaking, property or liabilities of any transferor company
to the transferee company
· the allotment of any shares, debentures, policies, or other like interests by the transferee company,
which under the compromise or arrangement, are to be allotted or appropriated by that company to or for
any person
· the continuation by or against the transferee company of any legal proceedings pending by or against
any transferor company
· the dissolution, without winding up, of any transferor company
· provision regarding persons who dissent to the Scheme
· other incidental, consequential and supplemental matters
Clause 232 of the Bill contains provision regarding Merger (including demerger) and Amalgamation of
companies. The difference between Section 394 and Clause 232 is that, in Clause 232, an attempt has
been made to codify separately, the complete procedure for amalgamation and demerger of companies.
Clause 232 opens with the provision that where an application is made to the Tribunal under Clause 230
and if it pertains to –
- a scheme of reconstruction or amalgamation, or
- transfer of whole or part of an undertaking of a company (transferor company) to another company
(transferee company) - demerger,
Section 392 vis a vis Clause 231
Section 394 vis a vis Clause 232
Sirc e-Newsletter January 2013 5
5. Article
8/45
then a meeting of the creditors or members, or any class of each of them may be ordered by the Tribunal, to be
called, held and conducted as per the directions of the Tribunal. It further states that in case of amalgamations
and demergers, all provisions of Clause 230 pertaining to notice requirements, majority required for approval of
scheme etc. shall apply in the same manner with necessary changes only.
Clause 232 additionally mandates circulation of following details/documents before a meeting, as aforesaid, is
held –
- Copy of draft scheme approved by the Board of the merging companies
- Confirmation that a copy of the scheme has been filed with ROC
- Report by directors of the merging companies, explaining the effect of the scheme on Shareholders, Key
Management Personnel .etc., laying out in particular the share exchange ratio and specifying any special
valuation difficulties
- Copy of valuation report, if any
- Copy ofAccounts drawn up to a date not preceding the board meeting date (held for consideration of scheme)
by more than 6 months.
As regards matters to be included in the Tribunal's order sanctioning a scheme of amalgamation or demerger,
Clause 232 incorporates all of the points mentioned under section 394 with the following additions – .
· Allotment of shares to Non-resident shareholders in the manner to be specified in the order.
· the transfer of the employees of the transferor company to the transferee company
· where the transferor company is a listed company and the transferee company is an unlisted company,
the transferee company shall remain an unlisted company until it becomes a listed company and ) if
shareholders of the transferor company decide to opt out of the transferee company, provision shall be
made for payment of the value of shares held by them in accordance with a pre-determined price formula
or after a valuation is made, and the arrangements under this provision may be made by theTribunal
· where the transferor company is dissolved, the fee, if any, paid by the transferor company on its
authorised capital shall be set-off against any fees payable by the transferee company on its authorised
capital subsequent to the amalgamation
Section 394 mandates that a report of the ROC and OL, confirming that the affairs of the company have
not been conducted in a manner prejudicial to its members or public interest, has to be submitted to the
Court before an order, sanctioning the scheme or confirming dissolution, is made. Clause 232 does not
expressly mandate this requirement.
Section 394/Clause 232 also require that a certified copy of the order has to be filed with ROC within 30
days, with the difference that Section 394 states that order has to be filed within 30 days of making of the
order whereas Clause 232 stipulates that order has to be filed within 30 days of receipt of the certified
copy of the order.
Section 394 clarifies that “transferee company” does not include any company other than a company
within the meaning of thisAct, but “transferor company” includes any body corporate, whether a company
within the meaning of thisAct or not. Clause 232 is silent on this aspect.
Sirc e-Newsletter January 2013
6. Article
NEW PROVISIONS PROPOSED UNDER CLAUSE 232 OF COMPANIES BILL2012
Clause 233 – Simplified procedure for Small companies and Holding – WOS companies
Clause 234 – Merger or amalgamation of company with foreign company
· Auditors' certificate regarding compliance with accounting standards to be submitted to Tribunal
before passing of order.
· The scheme under this section to clearly indicate an appointed date from which it shall be effective and
the scheme shall be deemed to be effective from such date and not at a date subsequent to the
appointed date.
· Every company in relation to which the order is made shall, until the completion of the scheme, file a
statement with the Registrar every year duly certified by a chartered accountant or a cost accountant or
a company secretary in practice indicating whether the scheme is being complied with in accordance
with the orders of theTribunal or not
· Clause 234 explains about merger by absorption and merger by formation of a new company.
Clause 233 is a new inclusion in the bill which provides for a simplified procedure in relation to a scheme of
merger or amalgamation between two or more small companies or between a holding company and its
wholly-owned subsidiary company or such other class or classes of companies as may be prescribed.
The authority to sanction the scheme in this case is given to the Regional Director (Central Government)
instead of theTribunal.
Clause 234 for the first time makes provision for schemes of mergers and amalgamations between
companies incorporated in India and companies incorporated in countries (to be notified by the Central
Government) outside India.
The procedure mandated is same as in case of two Indian companies with the difference that prior approval of
RBI will be required for entering into any scheme of merger or amalgamation and that Central Government will
make rules regarding such schemes in consultation with RBI.
The scheme may provide for the payment of consideration to the shareholders of the merging company in
cash, or in Depository Receipts, or partly in cash and partly in Depository Receipts, as the case may be.
“Foreign Company” is defined to mean any company or body corporate incorporated outside India whether
having a place of business in India or not.
Sirc e-Newsletter January 2013 9/45