Amalgamations, Compromises & Arrangements

by CS. AJAY KUMAR

Bharat?	5
About the Author	6
Foreword to the First Edition	7
Preface to the Second Edition	9
Detailed Contents	15

Chapter I Introduction to Concept of Compromises, Arrangements and Amalgamations	1
Chapter II Constitution and Jurisdiction of National Company Law Tribunal (NCLT) and National Company Law Appellate Tribunal (NCLAT)	3
Chapter III Procedure in General of Working of NCLT/NCLAT	7

Chapter IV Compromise and Arrangement	19
Chapter V Merger and Amalgamation of Companies	46
Chapter VI Merger or Amalgamation of Company with Foreign Companies	56
Chapter VII Power to Acquire Shares of Shareholders Dissenting from Scheme or Contract approved by Majority	60
Chapter VIII Purchase of Minority Shareholding	64
Chapter IX Power of Central Government to provide for Amalgamation in Public Interest	70
Chapter X Registration of Offer of Schemes Involving Transfer of Shares	72
Chapter XI Miscellaneous Provisions	81
Chapter XII Summary of Procedural Requirements for Merger or Amalgamations before National Company Law Tribunal	82

Chapter XIII Types of Merger or Amalgamation to be Sanctioned by Central Government

Chapter XIV Stamp Duty in Case of Mergers/Amalgamations	118
Chapter XV Specimen Schemes of Merger/Amalgamation and Demerger	121
Chapter XVI Topic Wise Case Laws relating to Compromises, Arrangements and Amalgamations	150

Chapter XVII Reduction of Share Capital	168
Appendix I Notifications/Circulars relating to Constitution of National Company Law Tribunal (NCLT)/ National Company Law Appellate Tribunal (NCLAT)	189
Appendix II National Company Law Tribunal Rules, 2016	193
Appendix III National Company Law Tribunal (Amendment) Rules, 2016	265
Appendix IV National Company Law Tribunal (Amendment) Rules, 2017	272
Appendix V National Company Law Tribunal (Amendment) Rules, 2020	274
Appendix VI National Company Law Appellate Tribunal Rules, 2016	276
Appendix VII Companies (Compromises, Arrangements and Amalgamations) Rules, 2016	306
Appendix VIII National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016	347
Appendix IX Companies (Transfer of Pending Proceedings) Rules, 2016	357
Appendix X Notifications/Circulars relating to Commencement of Sections of Companies Act, 2013 dealing with Compromises, Arrangements and Amalgamations and Reduction of Share Capital	360
Appendix XI Provisions of Companies Act, 2013 relating to Merger/Amalgamation	362
Appendix XII Companies (Registration Offices and Fees) Rules, 2014	378
Appendix XIII List of Regional Directors with their Addresses and Jurisdiction	417
Appendix XIV List of Registrar of Companies with their Addresses	419