Table of Contents
What is the procedure for merger and amalgamations under the Companies Act, 2013?
Merger & Amalgamation applications can be filed with the tribunal (NCLT). Both the transfer company and the transferee company shall lodge a grievance procedure with the tribunal under Sections 230-232 of the Companies Act, 2013 for a proposal to approve a merger scheme.
Which section in Companies Act, 2013 deals with mergers and acquisitions?
Section 234 deals with such schemes of mergers and amalgamations between companies registered under this Companies Act, 2013 and companies incorporated in the jurisdictions of such countries as may be notified from time to time by the Central Government.
What is merger under companies Act?
However the Companies Act, 2013, without strictly defining the term, explains the concepts. “A Merger is a combination of two or more entities into one, the desired effect being not just accumulation of assets and liabilities of distinct entities but organizations of such entity into one business.” 1.
In which section of companies Act merger and amalgamation procedure is mentioned?
[Section 233(13)] The Central Government may provide for merger or amalgamation of companies in such manner as may be prescribed.
What is the procedure of merger?
In order to pass the scheme of merging the companies and to work upon it a meeting of shareholders should be held by each company in which at least 75 percent of shareholders in each class must vote either in person or by proxy must approve the scheme of merging the companies.
What is Section 230 to 232 of Companies Act, 2013?
It is noted that companies have been filing schemes under sections 230-232 of the Act indicating ‘appointed date’ either as a specific calendar date or an event based date, as may have been mutually agreed upon by the parties to the scheme.
What is Section 232 of Companies Act?
Provided that no compromise or arrangement shall be sanctioned by the Tribunal unless a certificate by the company’s auditor has been filed with the Tribunal to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the accounting standards prescribed …
What is merger and its types?
Mergers are a way for companies to expand their reach, expand into new segments, or gain market share. A merger is the voluntary fusion of two companies on broadly equal terms into one new legal entity. The five major types of mergers are conglomerate, congeneric, market extension, horizontal, and vertical.
What are different types of mergers?
5 Types of Company Mergers
- Conglomerate. A merger between firms that are involved in totally unrelated business activities.
- Horizontal Merger. A merger occurring between companies in the same industry.
- Market Extension Mergers.
- Product Extension Mergers.
- Vertical Merger.
Is Section 230 of Companies Act, 2013 notified?
On February 03, 2020, Ministry of Corporate Affairs (“MCA”) notified Section 230(11) and (12) of Companies Act, 2013 (“Notified Provisions”). The said notification has opened another door for majority shareholders to acquire the shares held by minority shareholders.
What is Section 230 of the Companies Act 2013?
Section 230 of the Companies Act, 2013: Power to compromise or make arrangements with creditors and members. Section 230: Power to compromise or make arrangements with creditors and members.
What are the requirements relating to notice required under Section 230 of Companies Act?
Notice of meeting. — (1) Where a meeting of any class or classes of creditors or members has been directed to be convened, the notice of the meeting pursuant to the order of the Tribunal to be given in the manner provided in subsection (3) of section 230 of the Act shall be in Form No. CAA.
What are 3 types of mergers?
The three main types of mergers are horizontal, vertical, and conglomerate.
What is a merger or amalgamation?
A Merger or Amalgamation is an arrangement whereby the assets of two or more companies become vested in one company (which may or may not be one of the original two companies).
What are the enabling provisions for mergers and amalgamations?
The Companies Act, 2013 has brought many enabling provisions with regard to mergers and amalgamations, especially with respect to time-bound and single-window clearances, enhanced disclosures, disclosures to various regulators, simplified procedures.
What is proposed scheme of merger&amalgamation?
Proposed scheme of Merger & Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013. Such other necessary information or document relevant to making a decision in favor or against the scheme.
When will the compromises arrangements and amalgamations rules be effective?
These rules will be effective from 15 th December, 2016. Consequently, w.e.f. 15.12.2016 all the matters relating to Compromises, Arrangements, and Amalgamations (hereafter read as “CAA”) will be dealt as per provisions of Companies Act, 2013 and The Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.