2 Section 230, The Companies Act, 2013 First step in this process is to draft a scheme of compromise or arrangement for restructuring or amalgamation. 1 Advanced Law Lexicon, 5th Edn. PURPOSE OF THE SCHEME OF ARRANGEMENT (“SCHEME”) This Scheme of Arrangement is presented under Sections 391 to 394 of the Companies Act, 1956 read with Section 52 of the Companies Act, 2013, Section 78 and Sections 100 to 103 of the Companies Act, 1956, (as amended by the corresponding provisions of the Companies Act, 2013 including any statutory modifications or reenactments thereof) … This is the most important step in the process of demerger as the scheme of arrangement is the most vital document as by this document the company binds all related stakeholders to the demerger of the company. Schemes, currently dealt with in terms of section 311 of the Companies Act No. Section 393 of the Companies Act, 1956 contains provisions regarding information to be furnished and the manner of furnishing the information in relation to a scheme of compromise or arrangement. COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT (UNDER SECTIONS 230 TO 232 AND OTHER RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013) AMONG MAX INDIA LIMITED Transferor Company 1 / Amalgamating Company MAX HEALTHCARE INSTITUTE LIMITED Transferee Company 2 / Amalgamated Company RADIANT LIFE CARE PRIVATE LIMITED Transferor Company 2 … Whereas; under Companies Act, 2013 National Company Law Tribunal will deal with matters related to Merger & Acquisition. Companies Act, 1956 or Sections 230 to 232 of the Companies Act, 2013, as may be applicable; DRAFT "Member" means every person holding shares of the Company at the relevant time and the term "Members" shall be construed accordingly; "Registrar of Companies" means the Registrar of Companies, Maharashtra; "Scheme" mean this Scheme of Arrangement, as amended or modified in accordance … This Scheme of Arrangement (“Scheme”, more particularly defined hereinafter) is … The process of demerger under the Companies Act, 2013 is as follows. The scheme of arrangement refers to a court-approved scheme between a company, their shareholders and creditors, binding them to a reorganisation or restructuring of their rights and obligations. Under the Insolvency, Restructuring and Dissolution Act 2018 (IRDA), there is also a faster and less costly method of implementing a scheme of arrangement. According to 1956 Companies Act , scheme of arrangement was to be approved by respective High Court which has jurisdiction over Acquirer and Target companies. 4 pg 4678. Demerger Under Companies Act 2013 – Explained! Chapter XV (Section 230 to 240) of Companies Act, 2013(the Act) contains provisions on ‘Compromises, Arrangements and Amalgamations’, that covers compromise or arrangements, mergers and amalgamations, Corporate Debt Restructuring, demergers, fast track mergers for small companies/holding subsidiary companies, cross border mergers, takeovers, amalgamation of companies … … The full grounds of judgment have not been issued yet. 4: Composite Scheme of Arrangement under Section 230 to 232, Read with sections 66 and other applicable provisions of the Companies Act 2013 amongst HSIL Ltd (The Demerged Company) and Somany Home Innovation Limited (Resulting Company 1) and Brilloca Limited (Resulting Company 2). COMPOSITE SCHEME OF ARRANGEMENT AMONGST RELIANCE JIO INFOCOMM LIMITED AND JIO DIGITAL FIBRE PRIVATE LIMITED AND RELIANCE JIO INFRATEL PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTIONS 230 TO 232 READ WITH SECTION 52 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013. Preparation of scheme of demerger. BACKGROUND OF THE COMPANY Reliance Jio Infocomm Limited is a company incorporated under the provisions of the Companies Act, 1956 having its registered office at … The Scheme of Arrangement (“the Scheme) for demerger was presented under Sections 391 to 394 of the Companies Act, 1956 (corresponding to Section 230 to Section 232 of the Companies Act, 2013) and other applicable provisions of the Companies Act, 2013 with effect from the Appointed Date i.e. An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes. Vol. SCHEME OF ARRANGEMENT AMONGST TATA CHEMICALS LIMITED AND TATA GLOBAL BEVERAGES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (UNDER SECTIONS 230 TO 232 AND OTHER RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013) 1 SCHEME OF ARRANGEMENT I. PREAMBLE 1. These components can operate as a separate unit or can be sold or can be liquidated. BACKGROUND OF THE COMPANIES … A Scheme of Arrangement under Section 230 – 234 of the Companies Act, 2013 in the nature of De-merger was filed before National Company Law Tribunal (“NCLT”), Ahmedabad Bench and same was rejected by NCLT. Key highlights: Appointed date is 1st April 2018. A demerger under Companies Act 2013, can be defined as corporate restructuring in which a business breaks into components. On the contrary, schemes of arrangement under section 230(1) of the Companies Act, 2013 explicitly mandates meetings of creditors (and every class of creditors) and shareholders to be called separately, and an approval of the scheme by a supermajority vote in each of them. 1 [232. Contracts or arrangements with a related parties under New Companies Act 2013 ( Section 2(76), 188 of Companies Act,2013 read with rule 15,16 Companies (Meetings of Board and its Powers) Rules, 2014) The new Companies Act 2013 and rules framed there under are throwing new learning and complying challenges to professional in corporate arena. The Restraining Order. Known informally as the “pre-packed” scheme, the court can approve a scheme fulfilling certain requirements even without calling a creditors’ meeting to vote on it. Currently dealt with in terms of Section 311 of the Companies Act, 2013, Chapter deals. 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