Guide to Mergers, Amalgamations & Takeovers

Name: Guide to Mergers, Amalgamations & Takeovers
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by CS (Dr.) D.K. Jain & CS Abha Jaiswal

Contents at a glance

Bharat?	5
Preface	9
About the Authors	11
Detailed Contents	17
Table of Cases	69
Chapter 1 Compromises, Arrangements and Amalgamations	1
Chapter 2 Compromise or Arrangements	28
Chapter 3 Enforcement of Compromise or Arrangement	275
Chapter 4 Merger and Amalgamation	303
Chapter 5 Merger or Amalgamation of Certain Companies on Fast Track Route	485
Chapter 6 Merger or Amalgamation with Foreign Company	504
Chapter 7 Acquisition of Shares of Dissenting Shareholders	512
Chapter 8 Purchase of Shares from Minority Shareholders	534
Chapter 9 Amalgamation in Public Interest	550
Chapter 10 Scheme Relating to Transfer of Shares	568
Chapter 11 Preservation of Books & Papers	573
Chapter 12 Offences Committed Prior to Merger	576
Appendix 1 Verification of Status of the Transferor and Transferee Companies before Proceeding Ahead for Scheme of Arrangement/Merger and Amalgamation	579
Appendix 2(1) Tentative Timeline for Various Activities for Approval of Scheme of Arrangement/Merger for Seeking Approval of the Hon’ble National Company Law Tribunal u/s 230-232 of the Companies Act, 2013	581
Appendix 2(2) Tentative Timeline for Various Activities for Approval Scheme of Arrangement/Merger for Seeking Approval of the Central Government (Regional Director) u/s 233 of the Companies Act, 2013	583
Appendix 2(3) Common Check List for Attachment of Documents alongwith the Scheme for First Stage Application to NCLT u/s 230-232	585
Appendix 2(4) Cross Verification of the Documents/Application and Scheme	589
Appendix 2(5) Requirement for Filing of Forms to the RoC	590
Appendix 2(6) Requirement for Filing of Documents with the NCLT	591
Appendix 3 Specimen Resolutions under sections 230-232 of the Companies Act, 2013	592
Appendix 4 Specimen Consents	621
Appendix 5 Specimen of the Auditors Certificate for the Scheme of Arrangement/Merger and Amalgamation	626
Appendix 6 Specimen Notices to be published under sections 230-232 of Companies Act, 2013	631
Appendix 7 Specimen Notices to ROC, etc. and specimen of additional information that may be called for	636
Appendix 8 Specimen Affidavits under sections 230-232 of the Companies Act, 2013	651
Appendix 9 Specimen Schemes on Merger/Demerger/ Amalgamation/Hive-off	666
Appendix 10 Specimen Applications under sections 230-232 of Companies Act, 2013	795
Appendix 11 Specimen of Petition for seeking approval for Scheme of Arrangement for Demerger before the Hon’ble Tribunal	834
Appendix 12 Meeting of the Creditors	855
Appendix 13 Other Specimens	876
Appendix 14 Specimen Agreements, Resolutions and Public Announcement	918
Appendix 15 Due Diligence of Mergers and Amalgamation	965
Appendix 16 Activity Schedule for a Merger/Amalgamation	969
Appendix 17 Statutory provisions under Companies Act alongwith relevant Circulars and Notifications	975
Appendix 18 Relevant National Company Law Tribunal Rules	1046
Appendix 19 Reserve Bank of India Regulations — FEMA (Cross Border Merger) Regulations, 2018	1097
Appendix 20 Provisions related to the Amalgamation, merger and demerger under the Income Tax Act, 1961	1101
Appendix 21 Accounting Standard (AS) 14	1111
Appendix 22 Merger and Acquisitions under the Competition Act, 2002	1119
Appendix 23 SEBI Regulations, Stock Exchange Circulars and Guidelines	1137
Appendix 24 Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011	1193