The above discover puts in section 270 to 365 of the act, 20. Scheme of arrangement in the matter of companies act. Section 25 companies under companies act 1956 legal news. As the powers of the central government have been delegated to the regional. The act contains the mechanism regarding organizational, financial, and managerial, all the relevant aspects of a company. Hence, sanction is hereby granted to the abovementioned scheme of arrangement under section 391 2 read with section 394 of the companies act, 1956. Application scheme for amalgamation under section 391 2 and 394 companies act, 1956 846 views. Slump sale vs demerger business transfer agreement. Pdf companies act 1956 and 20 pdf download, high quality. The provisions regulating buy back of shares are contained in section 77a, 77aa and 77b of the companies act, 1956.
A detailed view about section 25 company has been illustrated as under a introduction. Section 391 the companies act,1956 laws and bare acts. Hdfc ergo hdfc general scheme of arrangement final. Short title, commencement and extent 1 this act may be called the companies act, 1956. Critical aspects and compliances issues of corporate. Composite scheme of amalgamation and arrangement under section 391 to 394 of the companies act, 1956 among max life insurance company limited amalgamating company 1 max financial services limited amalgamated company 1 transferor company. The companies act, 20 ministry of corporate affairs. Memorandum and articles of association of tata communications.
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. Subsection 2 of section 391 of the companies act, 20, states that the provisions of chapter xx shall apply mutatis mutandis for closure of the place of business of a foreign company in india as if it were a company incorporated in india. Companies court rules, 1959 in exercise of the powers conferred by subsections 1 and 2 of section 643 of the companies act, 1956, and of all other powers enabling, the supreme court of india, after consulting the high courts, hereby makes the following rules. Section 372a of the companies act legal service india. Resulting company pursuant to provisions of sections 391 to 394 read with section 100 to 103 and other applicable provisions of the act. Section 391, read with section 394, of the companies act, 1956 compromise and arrangement cl. The act consolidates and amends the law relating to companies. Petition under sec 391 to 394 of the companies act. It received certificate of commencement of business on 9th january, 1995 and since then it has been in business. Some of the provisions of the act have been implemented by a notification published on 12th september, 20. Companies act 1956 section 293 judgments legalcrystal. Section 391 of companies act, 20 application of sections.
Information as to compromises or arrangements with creditors and members. These were inserted by the companies amendment act,1999. Provisions of ca, 20 and corresponding provisions thereof. Section 25 companies in the companies act, 1956 advisory. These provisions have been brought into force on 15th december, 2016. Scheme of amalgamation should fulfill the condition of sec. Sec 3944b of the companies act, 1956 theactdefinestransferee company to include any co.
Companies act, 1956 bare acts law library advocatekhoj. Section 3994 of the companies act, 1956 guidelines for. Application scheme for amalgamation under section 391 2 and 394 companies act, 1956. Sec 394 provisions for facilitating reconstruction and amalgamation of companies. Companies act, 20 sections 230231 compromise or arrangement. Hdfc ergo hdfc general scheme of arrangement final modified.
Section 391 of the companies act, 1956 compromise and. This an act to consolidate and amend the law relating to companies. The companies act, 1956 existing act contains 658 sections and xv schedules. Notice to be given to central government for applications under sections 391 and 394. Your petitioner state and submit that pursuant to section 394a of the companies act, 1956 the notice of this petition be served on the central. This scheme of arrangement is presented under sections 391 to 394 of the companies act, 1956 read with section 52 of the companies act. Power to compromise or make arrangements with creditors and members. 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.
See gazette of india, extraordinary, 1956, part ii, section 3, p. The companies act, 20 rules on the companies act, 20 this feature allows you to view the companies act, 20 sectionwise or chapterwise. Jan 20, 2011 what are the minimum and maximum numbers of members required for section 25 companies under companies act 1956. May 09, 2012 higher the risk more is the profit of any concern. According to sec 3 of the act, on incorporation a company becomes a body. Appellant could not have filed the petition under section 391 of the old act. Sec 397 and sec 398 of companies act corporate law forum.
The companies act, 20 has been notified in the official gazette on 30th august, 20 but the provisions of this act shall come into force on such dates as the central government may notify in the. You can also search for keywords within the sections of the act. The companies act, 20 passed by the parliament has received the assent of the president of india on 29th august, 20. General law amendment act 50 of 1956 english text signed by the governorgeneral as amended by prisons act 8 of 1959 supreme court act 59 of 1959 general law amendment act 80 of 1964 general law amendment act 70 of 1968. Section 77a buy back of shares under companies act, 1956.
Amends section 219 of the companies act 46 of 1926. Section 391 in the companies act, 1956 indian kanoon. Where a meeting of creditors or any class of creditors, or of members or any class of members, is called under section 391. Apr 04, 20 the companies act 1956, indian bare acts at, a website for indian laws and bare acts, legal advice and law documents, companies act 1956. This petition was originally preferred by the petitioner under the provisions of section 391 of the companies act, 1956 1956 act for sanction and approval of a scheme of arrangement the scheme as. This is a ready reckoner for the information of stakeholders. Various companies have been incorporated under the companies act, 1956.
Section 394, read with section 391, of the companies act, 1956 amalgamation whether high court cannot sit over decision of board of directors and of class of stakeholders as court of appeal and scrutinize criticism pressed into service by objectors, disregarding commercial wisdom of overwhelming majority of equity shareholders as a class. Application scheme for amalgamation under section 3912. Section 372a of the companies act, 1956 the act deals with intercorporate loan, investment, guarantee and securities in connection with loan. So the structure most suitable structure is to be selected after evaluating strategy, financial implications and other objectives of the company. Scheme of arrangement proposed by petitioner a shareholder of company, between company and its debenture holders was to be sanctioned as debenture holders had agreed to scheme of arrangement and there were substantial assets to discharge claims of.
Mar 15, 2017 the other application, being company application main no. 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. Be it enacted by parliament in the sixth year of the republic of india as follows. Companies act 1956 section 581b citation 11595 bare act. The provisions of companies act, 1956 is still in force. 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. In india, the companies act, 1956, is the most important piece of legislation that empowers the central government to regulate the formation, financing, functioning and winding up of companies. Companies act, 1956, and of all other powers enabling, the supreme court of india. The pdf file you are about to download is not created by writinglaw. The companies act, 20 has been notified in the official gazette on 30th august, 20. Section 394, read with section 391, of the companies act. You can view a specific section, or view all sections grouped by chapters. Income tax clearance under section 391 394a companies act 1956. The notified sections will be effective from 15 december, 2016, and are likely to bring a.
Application of sections 34 to 36 and chapter xx subsection 1 of section 391 is effective from 1st april, 2014, sub section 2 effective from 15th december, 2016 1 the provisions of sections 34 to 36 both inclusive shall apply to i. Aug 19, 2015 procedure for merger and amalgamation is different from takeover. Sebi takeover code in case of acquisition byof a listed. Section 394a of the companies act, 1956 requires service of a notice on the central government wherever cases involving arrangement i compromise under section 391 or reconstruction i amalgamation under section 394 come up before the court of competent jurisdiction. Transferor company to include any body corporate, whether a co. The companies act, 20 rules on the companies act, 20 this feature allows you to view the companies act, 20 section wise or chapterwise. Posted in fema consultancies by gauravsharmaassociates.
All the four transactions are frequently taken place in any company and henceforth the section becomes more important and therefore it requires to special heed by virtue of strict penal provisions and. Table containing provisions of companies act, 20 as notified up to 28. Act, 1960, choose not more than two of those companies as companies in which he wishes to continue to hold the office of managing director or manager, as the case may be. In the matter of companies act of 1956 and in the matter of the scheme of arrangement between yamini investments company ltd and anax com trade limited and fidelo power and infrastructure limited and their respective members and creditors under section 391 to 394 of companies act 1956 this scheme of arrangement provides for. Winding up of the company section 25 company can be wound up if the objects for which it had been established are fully achieved. 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. Section 263a sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc. Explore the companies act 20 and companies act 1956. The company seeks the approval of its equity shareholders to the scheme by way of postal ballot and evo ng pursuant to sec on 192a of the companies act, 1956 read with the companies passing of the resolu on by. This scheme of amalgamation scheme is presented under sections 391 to 394.
Section 391 2 in the companies act, 1956 2 if a majority in number representing three fourths in value of the creditors, or class of creditors, or members, or class of members as the case may be, present and voting either in person or. Regarding mergers section 230 to 240 of the act, 20 administer the same. Provisions for facilitating reconstruction and amalgamation of companies. Full text containing the act, companies act, 1956, with all the sections, schedules, short. Mar 16, 2015 using an executive fiat through an administrative order issued under sec. Similarly, another type of company incorporated under the companies act, 1956 is section 25 companies. Full text containing the act, companies act, 1956, with all the sections, schedules, short title, enactment date, and footnotes.
Under sections 391 to 394 and sections 100 to 103 of the companies act, 1956. Description of companies i mandhana industries limited is a public limited company incorporated under the companies act, 1956 act on the 25th day of july 1984, and has its registered. Notification of various under the companies act, 20 sections. Companies act 20 vs companies act 1956 the companies act, 20 has been passed by lok sabha as well as rajya sabha and the president has given his consent to the same in august 20. Get updated information on list of recent case laws on companies act 20, recent company laws cases in india, supreme court company law case laws, securities law, company law legal database, company law case studies with solutions, etc. Aug 19, 2009 19 august 2009 hi, can anyone give me a brief description of sec. Companies act 1956 section 227 citation 11158 bare act. If you agree then only proceed to download companies act 20 pdf. Section 391 2 in the companies act, 1956 2 if a majority in number representing three fourths in value of the creditors, or class of creditors. Consequent upon the amalgamation of the companies, the transferor company shall stand dissolved without going through the process of winding up. Table containing provisions of companies act, 20 as notified up to date and corresponding provisions thereof under companies act, 1956.
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