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Amalgamations Compromises and Arrangements (Under Companies Act, 2013) (Practice & Procedure)

Amalgamations Compromises and Arrangements (Under Companies Act, 2013) (Practice & Procedure)

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Description
The Companies Act, 2013 has inserted certain new provisions promises, Arrangements and Amalgamations in its Chapter XV Containing sections 230 to 240. It has also introduced relating to Reduction of Share Capital as contained in Section 66. All the aforesaid provisions were not notified as operative till 15.12.2016 when the same were notified. The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 Prescribing the Procedure for the purpose of dealing with issues relating to Compromises, Arrangements & and Amalgamations and the National Company Law Tribunal Procedure for Reduction of Share Capital of Company) Rules, 2016 have been duly notified to have come into force w.e.f. 15.12.2016.
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Contents
PART A

Chapter 1:    Introduction to Concept of Compromises, Arrangements
                       and Amalgamations
Chapter 2:    Constitution and Jurisdiction of National Company Law Tribunal (NCLT)
                       and National Company Law Appellate Tribunal (NCLAT)
Chapter 3:    Procedure in General of Working of NCLT/NCLAT
PARTB: Compromises, Arrangements and Amalgamations under
             Companies Act, 2013

Chapter 4:    Compromise and Arrangement
Chapter 5:    Merger and Amalgamation of Companies
Chapter 6:    Merger or Amalgamation of Company with Foreign Companies
Chapter 7:    Power to Acquire Shares of Shareholders Dissenting from Scheme
                       or Contract approved by Majority
Chapter 8:    Purchase of Minority Shareholding
Chapter 9:    Power of Central Government to provide for
                       Amalgamation in Public Interest
Chapter 10:    Registration of Offer of Schemes Involving Transfer of Shares
Chapter 11:    Miscellaneous Provisions
Chapter 12:    Summary of Procedural Requirements for Merger or Amalgamations
                         before National Company Law Tribunal
PART C: Types of Merger or Amalgamation to be Sanctioned by Central
              Government (RD) [RD can refer such matters to NCLT]

Chapter 13:    Types   of   Merger   or   Amalgamation  to be Sanctioned by
                         Central Government
PART D: Important Aspects of Merger/Amalgamation
Chapter 14:    Stamp Duty in Case of Mergers/Amalgamations
Chapter 15:    Specimen  Schemes   of  Merger/Amalgamation and Demerger
Chapter 16:    Topic Wise Case Laws relating to Compromises Arrangements
                         and Amalgamations
Chapter 17:    Appendix I
PART E: Reduction of Share Capital
Chapter 18:    Reduction of Share Capital
Appendix 1:    Notifications/Circulars relating to Cons: of National Company Law
                          Tribunal (NCLT)/ National Company Law Appellate tribunal (NCLAT)
Appendix 2:    National Company Law Tribunal Rules, 2016
Appendix 3:    National Company Law Tribunal (Amendment Rules, 2016
Appendix 4:    National   Company   Law   Appellate   Tribunal Rules, 2016
Appendix 5:    Companies  (Compromises, Arrangements and
                         Amalgamations) Rules, 2016
Appendix 6:    National Company Law Tribunal (Procedure for Reduction of Share
                         Capital of Company) Rule-2016
Appendix 7:    Companies (Transfer of Pending Proceedings Rules, 2016
Appendix 8:    Notifications/Circulars relating to Commencement of Sections of
                         Companies Act, 2013 dealing v Compromises, Arrangements and
                         Amalgam and Reduction of Share Capital
Appendix 9:    Provisions of Companies Act, 2013 relating to Merger/ Amalgamation
Appendix 10:    Companies (Registration Office and Fees) Rules, 2014
Appendix 11:    List of Regional Directors with their Addresses and Jurisdiction
Appendix 12:    List   of   Registrar   of   Companies   with   their Addresses
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Author Details
Mr. Ajay Kumar
, B.Com (Hons), L.L.B, PCS and ACIS (UK), author of the Book is a well known Practising Company Secretary for the last 18 years. Before starting his practice as Company Secretary he had earlier worked as Assistant Registrar of Customs, Excise and Service Tax Appellate Tribunal, Mumbai, Bench officer of Board for Industrial and Financial Reconstruction (BIFR), New Delhi, Assistant Registrar of Companies (ROC), Mumbai and Bench Officer of Company Law Board (CLB), Mumbai Bench. He has a very rich experience of dealing with company law and other corporate laws. He had written a book on 'A Study on the Registration of Charges under the Companies
Act, 1956' for the Institute of Chartered Accountants of India. He has recently written Books entitled 'Compounding of Offences, Adjudication of Penalties and Special Courts under the Companies Act, 2013' and 'National Company Law Tribunal (NCLT) and 'National Company Law Appellate Tribunal (Practice & Procedure)' published by Bharat Law House Private Limited. He has specialized in dealing
with matters relating to "Oppression and Mismanagement" under Company Law and had been regularly appearing before Company Law Board in the past and now7 appears before National Company Law Tribunal. He has also been regular Faculty at various training programmes, seminars, workshops organized by Institute of Company Secretaries of India, Western India Regional Council (WIRC), Mumbai. He is on the Panel of 'Mediation and Conciliation' maintained by Ministry of Corporate Affairs pursuant to section 442 of Companies Act, 2013. He is also registered as 'Insolvency Professional' with ICSI Insolvency Professional Agency and Insolvency and Bankruptcy Board of India.
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