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detailed study on merger and acquisition
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By CS Mahesh Athavale mahesh.athavale@kanjcs.com
Minutes of Order-Direction By Court Company summon for petition Hearing – Minutes of Order Submission to RoC/RD/OL Service of Notice to various Authorities
New Provisions-Companies Act 2013 COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
Power to make compromise or make arrangement with Creditors and Members Section 230(1) Companies Act 2013 Between whom the Compromise & Arrangement can be proposed? i. between a company and its creditors or any class of them; or ii. between a company and its members or any class of them
Section 230(2) of Companies Act 2013 Applicant shall disclose to the Tribunal by affidavit- a) All material facts relating to the company, such as i. the latest financial position of the company, ii. the latest auditor’s report on the accounts of the company and iii. the pendency of any investigation or proceedings against the company b) Reduction of share capital of the company , if any, included in compromise or arrangement.
Section 230(2) of Companies Act 2013
Section 230(3) of Companies Act 2013
Section 230(4) & 230(5)of Companies Act 2013 A notice shall provide that person may vote in meeting either themselves or through proxies or by postal ballot to the adoption of compromise or arrangement within one month from the date of receipt of such notice Right of Objections: (^) Section 230(4) Any objection to the compromise or arrangement shall be made only by
Section 230(6)of Companies Act 2013
in value of the creditors or class of creditors or members or class of members , as case be , agree to any compromise or arrangement and if sanctioned by the Tribunal , it shall be binding on the Company, all the creditors or class of creditors or members or class of members as case may be. Tribunal may dispense with calling of meeting if at least 90% value , agree and confirm by way of affidavit to scheme of compromise or arrangement-Section 230(9)
Merger and amalgamation of companies Section 232 of Companies Act 2013 Where an application is made to Tribunal under section 230 and it is shown to tribunal a) that compromise or arrangement has been proposed for purpose of, in connection with, scheme for reconstruction of the Company or companies involving merger or the amalgamation of any two or more companies b) that under the scheme, transfer of whole or part of undertaking to transferee company or is proposed to be divided among and transferred to two or more companies Tribunal may order meeting of creditor or class of creditors or members or class of members, to be called, held and conducted in such manner as Tribunal may direct and provision of subsection (3) to (6) of section 230shall apply mutatis mutandis.
Where order is made by the Tribunal, Company is required to circulate following for the meeting