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Description
In this edition we have revamped the chapter on Take Over Code covering all the amendments till date besides capturing the history of various regulations. We have also covered all the decisions of SAT and Supreme Court on the Take Over Code. Similarly the chapters on Capital Reduction and Mergers are also updated with almost all latest. We have also taken the opportunity to revise the chapters on ‘Sale Tax and VAT’ and ‘Indirect Taxes’. As readers are aware the present Accounting Standard on Amalgamations viz AS-14 is likely be replaced by IFRS effective from 01-04-2011, we have placed before the readers the relevant clauses of IFRS by way of beginning. The list of Appendices includes the relevant clauses of The Companies Bill 2009 and the Direct Taxes Code 2009 as these might also become law soon.
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Contents
1. Introduction
2. Corporate Restructuring Schemes
3. Meaning and Definition of Certain Expressions
4. Persons and classes entitled to apply to court for a scheme of arrangement
5. Court’s Powers in regard to meeting
6. Conduct and proceedings of meeting
7. Powers of Court to sanction schemes
8. Facilitating powers of the court to sanction schemes under section 394
9. Power of court to modify schemes
10. Power and role of central government
11. Amalgamation by the order of central government section 396
12. Preservation of books and papers of amalgamated company
13. Power and duty to acquire shares of share holders dissenting from scheme or contract
approved by majority
14. Accounting aspects of amalgamation
15. Amalgamation of sick companies
16. Amalgamation and Income-Tax
17. Demerger
18. Excise implication on merger/transfer or business
19. Sales or value added Tax and Transfer of Business
20. Amalgamation of Banking Companies
21. Miscellaneous effects of schemes of merger, demerger, arrangement etc.
22. Procedures to effect schemes
23. Securities and exchange board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997
24. Merger and Amalgamation of Producer Companies
Appendices
App. 1 Extract of sections 78, 100-107, 390-396A, 581ZN
App. 2 Relevant Extracts of Companies (Central Govt.’s General Rules & Forms, 1956
App. 3 The Companies (Court) Rules, 1959
App. 4 Accounting for Amalgamation (AS-14)
App. 5 Accounting entries to be passed in Financial Books
App. 6 Formats under Takeover Regulations
App. 7 SEBI Act, 1992
App. 8 SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1994
App. 9 Justice P.N. Bhagwati Committee Report on Takeovers (Date 18-01-1997)
App. 10. SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1997
[Original Text as Notified on 20-2-1997 (Unamended)]
App. 11. Report of the recovered committee on substantial acquisitions of shares and
takeovers under the chairmanship of Jusitce P.N. Bhagwati
App. 12. Format of Public Announcement
App. 13 Standard letter of offer for an open officer in terms of the SEBI (Substantial
Acquisition of shares and takeovers) Regulations, 1997 and subsequent amendment
thereof
App. 14 Report on “Reduction in cost involved in the open offers” - SEBI (Substantial
Acquisitions of shares and takeovers) Regulations, 1997
App. 15 Report of the Internal Group on SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
App. 16 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
App. 17 SEBI (Delisting of Equity Shares) Regulations, 2009
App. 18 SEBI (Investor Protection and Education (Fund) Regulations, 2009
App. 19 Standard Listing Agreement form with schedule of listing fees
App. 20 Issue of foreign currency convertible bonds and ordinary shares (through depository receipt mechanism) Scheme, 1993
App. 21 Securities appellate Tribunal (Procedure) Rules, 2000
App. 22 Format of Post-offer public announcement
App. 23 SEBI Takeover – FAQ
App. 24 Extract of clauses 24, 240A and 40B of the Listing Agreement
App. 25 Extract of Companies Act, 1956 – Sections 77A, 77AA and 77B
App. 26 SEBI (Buy-back of securities) Regulations, 1998
App. 27 The private limited company and unlisted Public Company (Buy-Back of Securities
Rules, 1999
App. 28-30 SEBI I(Issue of capital and disclosure requirements) Regulations, 2009
[Updated as on 13-4-2010
App. 31 The Companies (Second Amendment) Act, 2002 (11 of 2003)
App. 32 The Competition Act, 2002 (Act No. 12 of 2003
App. 33 The sick Industrial Companies (special, Provisions) Repeal Act 2003
App. 34 Scheme of Amalgamation
App. 35 Scheme of Arrangement/Demerger
App. 36 Scheme of Amalgamation of Banking Companies
App. 37 Model Scheme of Arrangement (Slump Sale) with prospective appointed date
App.38 Model Scheme of Arrangement (Demerger) and Amalgamation with two appointed
dates
App. 39 Model Scheme of Amalgamation of two non-Banking Financial Companies
App. 40 Relevant Extracts of Income Tax Act, 1961
App. 41 Scheme of Arrangement [U/S 391 to 394 of the Companies Act, 1956] between
reliance industries limited and reliance energy ventures limited and others Model
Scheme
App. 42 Three Model Schemes of Demerger
App. 43 Model composite scheme of demerger, merger, Reduction of Capital and Debt
Restructuring
App. 44 Model scheme of Amalgamation of Banking Companies
Subject - Index
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Authors Details
Sri. N.R. Sridharan is aManagement Accountant, Fellow Member of the Institute of Chartered Accountants of India, and a Fellow Membr of the Institute of Company Secretaries of India. He served the Department of Company Affairs for two decades in various positions. When voluntarily quitting the Government Service, he was Director (Inspection & Investigation), DCA, New Delhi. He was also a member of the Committee appointed by government to make suggestions for regulating functioning of Nidhi Companies.
He is a visiting faculty in a various professional institutes and regularly contributes articles on Corporate Laws.
He is also part of the Publishers’ Editorial team of A Ramaiya’s Guide to the Companies Act
Shri. P.H. Arvindh Pandian is an Advocate specializing in Corporate and Tax Laws with 15 years experience. Before commencing his own practice in 2003m he was a partner in M/s. Subharaya Aiyar Padmanabhan & Ramamani, Chenai. He was also a Member of the Committee constituted by the Ministry of Finance in 2002 for looking into the provisions of Section 72A of the Income ax Act relating to merger and demerger. He is an accredited Mediator of the Tamil Nadu Mediation and Conciliation Centre under the auspices of the Madras High Court and a Trainer for mediation process. Mr. Pandian delivers guest lectures at various professional institutes and associations and regularly contributes articles on Corporate Laws.
He is also part of the Publishers’ Editorial team of A Ramaiya’s Guide to the Companies Act
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