As the powers of the central government have been delegated to the regional. Similarly, another type of company incorporated under the companies act, 1956 is section 25 companies. The provisions regulating buy back of shares are contained in section 77a, 77aa and 77b of the companies act, 1956. The surplus assets, if any may be given to a similar charitable concern. Winding up of the company section 25 company can be wound up if the objects for which it had been established are fully achieved. Mar 15, 2017 the other application, being company application main no. If you agree then only proceed to download companies act 20 pdf. Various companies have been incorporated under the companies act, 1956. The companies act, 1956 existing act contains 658 sections and xv schedules. Discretionary power of the courts, section 391 and 394 of the companies act, 1956 suggested citation. Section 391 the companies act,1956 laws and bare acts. 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. Transferor company to include any body corporate, whether a co. Sebi takeover code in case of acquisition byof a listed.
Short title, commencement and extent 1 this act may be called the companies act, 1956. Aug 19, 2009 19 august 2009 hi, can anyone give me a brief description of sec. 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. Mergers and amalgamations are regulated under the provisions of the companies act, 1956 whereas takeovers are regulated under the sebi substantial acquisition of shares and takeovers regulations. 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.
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. Full text containing the act, companies act, 1956, with all the sections, schedules, short. You can also search for keywords within the sections of the act. Moneys and securities paid into bank to be subject to order of court. Companies act 1956 section 227 citation 11158 bare act. It received certificate of commencement of business on 9th january, 1995 and since then it has been in business. This scheme of amalgamation scheme is presented under sections 391 to 394. The companies act, 20 rules on the companies act, 20 this feature allows you to view the companies act, 20 section wise or chapterwise. Memorandum and articles of association of tata communications. 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. These provisions have been brought into force on 15th december, 2016. Section 391, read with section 394, of the companies act. Full text containing the act, companies act, 1956, with all the sections, schedules, short title, enactment date, and footnotes.
Petition under sec 391 to 394 of the companies act. 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. 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. Some of the provisions of the act have been implemented by a notification published on 12th september, 20.
Section 372a of the companies act legal service india. 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. The act consolidates and amends the law relating to companies. 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. Sec 397 and sec 398 of companies act corporate law forum. 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. Notification of various under the companies act, 20 sections.
Provisions of ca, 20 and corresponding provisions thereof. Section 391 of the companies act, 1956 compromise and arrangement whether a person who is neither a shareholder nor a creditor of a company has no locus standi to raise objection in relation to a scheme propounded by such company under section 391 held, yes petitionercompany filed composite petition to obtain sanction of scheme of. Section 77a buy back of shares under companies act, 1956. 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. Power to compromise or make arrangements with creditors and members. The pdf file you are about to download is not created by writinglaw. Construction of certain expressions used in section 108a to 108g. Section 391 in the companies act, 1956 indian kanoon. Section 25 companies under companies act 1956 legal news.
Section 391 of companies act, 20 application of sections. Aug 19, 2015 procedure for merger and amalgamation is different from takeover. This an act to consolidate and amend the law relating to companies. Under sections 391 to 394 and sections 100 to 103 of the companies act, 1956. The provisions of companies act, 1956 is still in force. Pdf companies act 1956 and 20 pdf download, high quality. Section 263a sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc. Sec 3944b of the companies act, 1956 theactdefinestransferee company to include any co. Where a meeting of creditors or any class of creditors, or of members or any class of members, is called under section 391. Provisions for facilitating reconstruction and amalgamation of companies.
Section 25 companies in the companies act, 1956 advisory. Application scheme for amalgamation under section 3912. Section 3994 of the companies act, 1956 guidelines for. See gazette of india, extraordinary, 1956, part ii, section 3, p.
Companies act 1956 section 293 judgments legalcrystal. Explore the companies act 20 and companies act 1956. According to sec 3 of the act, on incorporation a company becomes a body. Information as to compromises or arrangements with creditors and members. The companies act, 20 rules on the companies act, 20 this feature allows you to view the companies act, 20 sectionwise or chapterwise. Mar 16, 2015 using an executive fiat through an administrative order issued under sec. Table containing provisions of companies act, 20 as notified up to date and corresponding provisions thereof under companies act, 1956.
Application scheme for amalgamation under section 391 2 and 394 companies act, 1956. 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. Appellant could not have filed the petition under section 391 of the old act. Regarding mergers section 230 to 240 of the act, 20 administer the same.
Sec 394 provisions for facilitating reconstruction and amalgamation of companies. 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. Companies act, 1956, and of all other powers enabling, the supreme court of india. A detailed view about section 25 company has been illustrated as under a introduction. The companies act, 20 ministry of corporate affairs. Amends section 219 of the companies act 46 of 1926. Income tax clearance under section 391 394a companies act 1956. You can view a specific section, or view all sections grouped by chapters. Slump sale vs demerger business transfer agreement. Composite scheme of arrangement heritage foods limited. Resulting company pursuant to provisions of sections 391 to 394 read with section 100 to 103 and other applicable provisions of the act.
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. 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. Companies act 1956 section 581b citation 11595 bare act. 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. Application scheme for amalgamation under section 391 2 and 394 companies act, 1956 846 views. 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. 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. These were inserted by the companies amendment act,1999. Consequent upon the amalgamation of the companies, the transferor company shall stand dissolved without going through the process of winding up. The companies act, 20 has been notified in the official gazette on 30th 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. Posted in fema consultancies by gauravsharmaassociates.
Hence, sanction is hereby granted to the abovementioned scheme of arrangement under section 391 2 read with section 394 of the companies act, 1956. Section 394, read with section 391, of the companies act. Be it enacted by parliament in the sixth year of the republic of india as follows. The above discover puts in section 270 to 365 of the act, 20. 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. 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. 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.
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. Scheme of arrangement in the matter of companies act. Article in the souvenir backgrounder for annual regional conference conducted by wirc of icsi. Companies act, 20 sections 230231 compromise or arrangement. 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. 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. So the structure most suitable structure is to be selected after evaluating strategy, financial implications and other objectives of the company. Hdfc ergo hdfc general scheme of arrangement final. This is a ready reckoner for the information of stakeholders. Section 391, read with section 394, of the companies act, 1956 compromise and arrangement cl. The notified sections will be effective from 15 december, 2016, and are likely to bring a. 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. Jan 20, 2011 what are the minimum and maximum numbers of members required for section 25 companies under companies act 1956.
The act contains the mechanism regarding organizational, financial, and managerial, all the relevant aspects of a company. Hdfc ergo hdfc general scheme of arrangement final modified. Section 372a of the companies act, 1956 the act deals with intercorporate loan, investment, guarantee and securities in connection with loan. Companies act, 1956 bare acts law library advocatekhoj. Scheme of amalgamation should fulfill the condition of sec. Section 391 of the companies act, 1956 compromise and.
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